Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Bruno Melzi, Chairman, Europe, Middle East and Africa ("EMEA") of Zimmer Holdings, Inc. (together with its subsidiaries, "Zimmer" or the "Company") and a named executive officer, announced his intention to retire from Zimmer effective as of March 31, 2013 after 23 years of service to the Company. In connection with the planned retirement and pursuant to a defined succession plan for the leadership of Zimmer's EMEA business operations, the Company and Mr. Melzi have entered into a retirement agreement and a post-retirement directorship agreement effective as of December 12, 2012.

The retirement agreement formalizes the separation of the employment relationship between Mr. Melzi and the Company as of March 31, 2013 and includes customary mutual releases and waivers of claims. The agreement provides that the Company will pay Mr. Melzi a total of 75,000 Euros as necessary consideration for the agreement under Italian law. In addition, the agreement provides for statutory payments due, including accrued holiday and unused vacation pay and deferred compensation (Trattamento Fine Rapporto) as of Mr. Melzi's retirement date.

Pursuant to the post-retirement directorship agreement, for a three-year period beginning May 1, 2013, Mr. Melzi will serve as a director of certain of the Company's European subsidiaries and will perform related services to assist with the transition of executive leadership responsibilities for Zimmer's EMEA region. Mr. Melzi has agreed to devote an average of four days per week to these responsibilities. Under the agreement, Mr. Melzi will be paid 355,920 Euros annually. In addition, the Company will reimburse reasonable expenses and provide Mr. Melzi health insurance, use of an automobile, office space and administrative assistance. The agreement also contains provisions regarding non-competition and non-solicitation by Mr. Melzi during the three-year term of the agreement and for 12 months following termination of the agreement.

---