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A MESSAGE FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER

November 27, 2007

When J.O. Zimmer founded our Company in 1927, he did so with a commitment to the same core values that we still honor and strive to achieve today. These values include pride in our Company, a spirit of innovation, a pledge to quality and a passion to be the best.

Zimmer is committed to maintaining an environment in which our employees are proud to work, our suppliers, customers and other business partners know that they are being dealt with honestly and fairly and our stockholders can invest with confidence. In furtherance of these goals, we have updated our Company's Code of Business Conduct. This set of Zimmer policies on key issues guides us in upholding our ethical commitment.

This Code applies to all of our employees worldwide, as well as to the members of our Board of Directors, temporary agency and contractor personnel working for Zimmer and our independent distributors, agents and representatives. It is critical that you read this Code carefully. As in the past, we ask that each of you make a personal commitment to comply with the principles and policies set forth or referred to in this Code.

A commitment to this Code is essential to our success. If you have a question or concern about what is proper conduct for you or anyone else, promptly raise the issue with your manager, supervisor, or through one of the many other channels Zimmer makes available to you. Do not allow anything – be it competitive instinct, "making the numbers" or even a direct order from a superior – to compromise your commitment to integrity.

Zimmer leaders are also responsible not only for their own actions but for fostering a culture in which compliance with Zimmer policy and applicable law is at the core of business-specific activities. Leaders must address employees' concerns about appropriate conduct promptly and with care and respect.

We are all privileged to work for a global leader in enhancing the quality of patient life in the markets we serve. In order to sustain that success for future generations, it is our responsibility to preserve and strengthen our core ethical beliefs and the values upon which our Company was founded. I am relying on each of you to help fulfill this important responsibility.

David C. Dvorak
President and
Chief Executive Officer

INTRODUCTION

This Code of Business Conduct ("Code") is part of the Corporate Compliance Program of Zimmer Holdings, Inc. and its affiliated entities ("Zimmer"). This Code covers a wide range of business practices and procedures, and is designed to deter wrongdoing and promote the standards set forth within. This Code is intended to make you aware of situations that could possibly cause you or Zimmer to fall out of compliance with national, state or local laws or regulations. This Code does not address every issue that may arise in the course of your work, but it sets out basic principles and standards applicable to all Zimmer Personnel (as defined in Section 1 below), who must conduct themselves in accordance with this Code and seek to avoid even the appearance of improper behavior. Each supervisor and manager is responsible for ensuring that employees under his or her supervision understand and comply with this Code and other Zimmer Policies and Standard Operating Procedures. Promotion of and compliance with this Code will be an element that is considered in the performance evaluation of all Zimmer Personnel.

This Code should also be provided to and followed by Zimmer's independent distributors, agents and representatives ("Third Party Agents"). Third Party Agents include, without limitation, all contractors, subcontractors, agents, and other persons who, on behalf of Zimmer, perform functions related to the sale or marketing of items or services reimbursable by federal health care programs; and all individuals that sell or market on behalf of Zimmer items or services for which reimbursement may be made by the federal health care programs.

To the extent that there is any conflict between a national, state or local law, rule or regulation and with a policy in this Code, you must comply with the applicable law or regulation; however, if a local custom or policy conflicts with this Code, you must comply with this Code. If you have any questions about these conflicts, you should ask Zimmer's Corporate Compliance Officer ("Compliance Officer") or Zimmer's Legal Department ("Legal Department") how to handle the situation.

If you become aware of any activity that may be inconsistent with any provision of this Code, Zimmer's Policies and Standard Operating Procedures, the CIA or the DPA (as defined in Section 1 below) or that you believe may otherwise violate any national, state or local law or regulation (including federal health care program requirements), , you are required to report this compliance issue to the Compliance Officer, whether through the Compliance Hotline, or otherwise. (See Section 21 below for a discussion of the Compliance Hotline and other reporting procedures.) Individuals who violate the standards in this Code, including, without limitation, fail to report a compliance issue or fail to cooperate in any investigation, will be subject to appropriate disciplinary action, which may include termination of employment or service.

Zimmer prohibits retaliation against any individual who makes a good faith report of a known or suspected compliance or legal issue. Zimmer retains the right, however, to discipline the person to the extent he or she was involved in any conduct that is illegal or otherwise in violation of this Code. If an individual feels that he or she was the subject of retaliation, that individual can report that instance to the Compliance Hotline, Compliance Officer or Legal Department. It is the policy of Zimmer that after becoming aware of and confirming certain material unlawful activity involving Zimmer Personnel related to Zimmer operations, as determined by legal counsel, Zimmer will, without unreasonable delay, take steps to report the offense to the appropriate government authorities.

The CIA entered into between Zimmer, Inc. and the Office of Inspector General of the Department of Health and Human Services and the DPA (as defined in Section 1 below) specify the consequences of Zimmer's failure to comply with the terms of the CIA and the DPA.

Compliance is critical. The failure to comply with this Code, with applicable laws and regulations or with the terms of the CIA or the DPA can be very serious. These consequences include significant monetary penalties as well as the risk of being excluded from the federal health care programs (Medicare, Medicaid, etc.). The CIA and the DPA require that Zimmer Personnel comply not only with the laws (including federal health care program requirements) but also Zimmer's Policies and Standard Operating Procedures and this Code. To the extent Zimmer Personnel fail to comply with any of these requirements, they may individually be subject to fines and criminal charges under federal laws.

While strict compliance by Zimmer and its personnel with applicable legal requirements is not a new policy, this Code is intended to establish a framework for compliance by Zimmer. This Code does not include all of the practices of Zimmer that are designed to achieve compliance with legal and ethical requirements, as Zimmer already maintains and implements other policies, procedures and directives that continue to be part of its overall legal compliance efforts globally. Zimmer shall periodically review this Code to determine if revisions are appropriate and shall make any necessary revisions based on such review. Any revised Code will be distributed within 30 days after any revisions are finalized.

Any waiver of the policies or procedures set forth in this Code in the case of an executive officer or director may be granted only by the Board of Directors of Zimmer Holdings, Inc. and shall be promptly disclosed to stockholders.

PLEASE BE ADVISED THAT THIS CODE IS NOT, AND SHOULD NOT BE CONSTRUED AS, AN IMPLIED OR EXPRESS CONTRACT OF EMPLOYMENT, OR ANY OTHER CONTRACT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY WRITTEN AGREEMENT, YOUR RELATIONSHIP WITH ZIMMER IS ON AN "AT-WILL" BASIS, AND EITHER YOU, OR ZIMMER, MAY TERMINATE THE RELATIONSHIP AT ANY TIME.

COMPLIANCE WITH LAWS, POLICIES AND THE CIA AND DPA

Obeying the law, both in letter and in spirit, is the foundation on which Zimmer's ethical standards are built. All Zimmer employees, officers, directors, temporary agency personnel and contractor personnel as well as Third Party Agents (as defined in the introduction) (collectively, "Zimmer Personnel") must respect and obey all applicable federal, state and local laws, regulations and rules (including federal health care program requirements as well as Zimmer's Policies and Standard Operating Procedures). Supervisors and managers are expected to ensure employee compliance, and employees will be evaluated on their promotion of and compliance with this Code. In addition, Zimmer Personnel must comply with the requirements of the Corporate Integrity Agreement between Zimmer, Inc. and the Office of Inspector General of The Department of Health and Human Services dated September 27, 2007 (the "CIA"), and the Deferred Prosecution Agreement between Zimmer, Inc. and the United States Attorney's Office for the District of New Jersey (the "DPA") of the same date. To that effect, Zimmer Personnel must take an active role in being knowledgeable of and ensuring compliance with all applicable laws, regulations and rules, as well as this Code and Zimmer's Policies and Standard Operating Procedures, and the CIA and DPA. Zimmer Personnel must immediately report violations or suspected violations of any of these (including, without limitation, violations of any federal health care program requirements), whether through the Compliance Compliance Hotline or otherwise. Section 21 provides more specific information on the requirement to report suspected compliance issues and the process by which to do so.

GOVERNMENT INVESTIGATIONS

It is the policy of Zimmer to cooperate fully with government investigations. During any government inspection or investigation, you should never destroy or alter any Zimmer documents, lie or make misleading statements to a government investigator, attempt to cause another employee to fail to provide accurate information and/or obstruct, mislead or delay the communication of information or records to any governmental authority. If you receive any inquiry from a government investigator, you should immediately notify your department manager, the Compliance Officer or the Legal Department. You should not provide Zimmer documents to any government entity in response to such a request without the prior approval of the Compliance Officer and the General Counsel. The law guarantees all of us a right to be represented by legal counsel during any investigation or inquiry by any governmental agency. In view of the technical nature of these investigations, Zimmer believes that it should be represented and that you should be aware of the opportunity for personal representation as well.

PROPRIETARY OR CONFIDENTIAL INFORMATION

Zimmer Personnel are prohibited from using any proprietary or confidential information of Zimmer or its customers for their personal benefit. You may not disclose or permit the disclosure of proprietary or confidential information of Zimmer or its customers to non-Zimmer personnel, except when disclosure is authorized by the Legal Department or legally mandated by applicable laws or regulations. You must use appropriate judgment when disclosing any proprietary or confidential information to other Zimmer Personnel and such disclosure should only be on a legitimate "need to know" basis. Confidential information includes (a) all non-public information that might be of use to competitors, or harmful to Zimmer or its customers, if disclosed, and (b) all information that may be used to identify patients who use Zimmer products. This obligation on your part to maintain the confidentiality of proprietary or confidential information of Zimmer continues after you no longer work for Zimmer.

CORPORATE COMMUNICATIONS

In the course of doing business, Zimmer Personnel communicate regularly with many important constituencies, including customers, physicians, government officials, financial analysts, the press and others. Communicating with these various audiences in a thoughtful, careful and appropriate manner is vital to growing our business and to expressing our commitment to compliance.

Zimmer has made a concerted effort to open lines of communication internally so that Zimmer Personnel can understand Zimmer's business, its progress toward achievement of objectives, new products that are in the pipeline and other important news. With rapid advances in technology, more information is now available more rapidly to more people.

It is, therefore, incumbent on all Zimmer Personnel to be particularly alert to how internal information about Zimmer is communicated outside Zimmer. Communicating information prematurely, incorrectly or without proper clearance - no matter how insignificant, harmless or innocent that communication may seem - could have a serious impact on Zimmer. It could affect Zimmer's competitive position, stock price, litigation matters, stockholder value, or legal compliance.

Therefore, all written and oral communications geared toward external audiences that discuss Zimmer business matters - in speeches, press releases, presentations and other such materials - must be cleared by Zimmer's Corporate Communications Department prior to release. This policy also applies to any public communication about Zimmer that an employee might post over the Internet, including in such forums as "chat rooms" and "message boards." All communications to the investment community also must be cleared through Investor Relations following review by Corporate Communications.

Requests for information about Zimmer or its business should be directed to the appropriate departments for response. In general, such requests should be answered only by departments directly responsible for communicating with the groups making the requests, such as Corporate Communications, Investor Relations or the Corporate Secretary's Office. Any inquiry about a pending legal matter or other sensitive issue should be referred to the Legal Department.

CORPORATE OPPORTUNITIES

Zimmer Personnel are prohibited from taking for themselves, personally, business opportunities that are discovered through the use of Zimmer property, information or position without the consent of Zimmer's Board of Directors. Zimmer Personnel may not use Zimmer property, information, or position for personal gain, nor may they compete with Zimmer directly or indirectly. (See Section 6 below - Conflicts of Interest.) Zimmer Personnel owe a duty to Zimmer to advance Zimmer's business interests whenever the opportunity to do so arises.

CONFLICTS OF INTEREST

Conflicts of interest are strictly prohibited under this Code, unless approved by the Legal Department. A "conflict of interest" exists when a person's private interests interferes or even appears to interfere in any way with the interests of Zimmer. The existence of a conflict depends upon the circumstances, including the nature and relative importance of the interest involved. A conflict of interest situation can arise when Zimmer Personnel take actions or have interests that may raise questions as to whether such Zimmer Personnel may perform his or her Zimmer-related work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family receive any personal benefits from any third party as a result of his or her position with Zimmer. You may not obtain any financial benefit as a result of your position with Zimmer apart from Zimmer's compensation and benefits program.

Although it is not practical to list every activity or interest that might present a conflict of interest, the following are examples of specific situations in which conflicts of interest could arise, and sets forth Zimmer's policy with respect to such conflicts of interest.

Interests in Other Companies
Zimmer directors, officers and employees and members of their families¹ may not acquire, own or have a significant financial interest² in any business organization that does or seeks to do business with Zimmer or is a competitor of Zimmer, unless (a) such interest has been fully disclosed in writing to the Legal Department or the Compliance Officer and (b) the Compliance Officer or an attorney in the Legal Department notifies the director, officer or employee in writing that it has been determined that the individual's duties for Zimmer will not require him or her to make or cause to be made decisions that could be influenced by such financial interest, or that the financial interest is otherwise permissible.

Employment by Suppliers, Customers or Competitors
Zimmer directors, officers and employees may not serve or accept an offer to serve as a director, partner, consultant of, or in a managerial position or any other form of employment or affiliation with, any business organization that does significant business with or is a competitor of Zimmer, unless (a) such position, employment or affiliation has been fully disclosed in writing to the Compliance Officer or an attorney in the Legal Department and (b) the Compliance Officer or an attorney in the Legal Department notifies the director, officer or employee in writing that it has been determined that such position, employment or affiliation is permissible.

Other Outside Employment
Zimmer Personnel are to devote their business and professional efforts to Zimmer's benefit. You must not have any outside employment that detracts from your job performance, requires a commitment of time during Zimmer business hours, materially interferes with the time or attention you are expected to devote to Zimmer or is otherwise detrimental to the best interests of Zimmer. Unless you make full disclosure in writing to, and receive written approval from, an attorney in the Legal Department or the Compliance Officer, you must not provide services to another organization for compensation where the services are based on employment with Zimmer and/or specialized knowledge or experience gained or used in your employment with Zimmer.

Reporting to an Immediate Family Member
The potential for conflict of interest clearly exists if a member of your family also works at Zimmer and is in a direct reporting relationship with you. Employees should not directly supervise, report to, or be in a position to influence the hiring, work assignments or evaluations of someone who is a family member or with whom they have a romantic relationship.

Fees and Honorariums
With prior approval, Zimmer officers and employees, and other Zimmer Personnel acting in their capacity as an agent of Zimmer, may give lectures, conduct seminars, publish articles in books or engage in any other similar activity for which he or she may be paid a fee or honorarium. However, any fees, honorariums or reimbursements must be transferred to Zimmer unless written approval is given to retain them.

Gifts, Entertainment, Gratuities and Payments Received by Zimmer Personnel
You may not seek or accept any gifts, gratuities, payments, fees, services, privileges, vacations or pleasure trips (even with an apparent business purpose), loans (other than conventional loans on customary terms from lending institutions) or other favors from any person or business organization that does or seeks to do business with, or is a competitor of, Zimmer. No one may accept anything of value in exchange for referral of third parties to any such person or business organization. In applying this policy:

• You may accept common courtesies or ordinary social amenities (such as, for example, a business lunch or the equivalent, or reasonable, business-related entertainment) generally associated with accepted business practices.
  
  
• It is never permissible to accept cash or cash equivalents (savings bonds, stock, etc.) of any amount. In addition, entertainment beyond that described by (a) above should not be accepted under any circumstances.

In the event you receive a gift, gratuity or other payment that is not acceptable under the foregoing guidelines, you must immediately return such gift, gratuity or payment and advise the individual(s) from whom it was received of Zimmer's policy. The matter should also be reported to your manager or other supervisor immediately or to the Compliance Officer. If return of a gift or gratuity is impractical, the gift or gratuity should be turned over to Zimmer for charitable or other lawful uses. Zimmer Personnel are encouraged to make Zimmer's position on gifts and gratuities known, where appropriate, in the course of regular business dealings with third parties.

Political Contributions
Zimmer Personnel may not use Zimmer funds for contributions of any kind to any political party or committee or to any candidate for, or holder of, any office of any government - national, state or local. This policy is not intended to restrict in any manner the use of personal funds by Zimmer personnel for bona fide political contributions. No such personal use of funds will be reimbursed by Zimmer under any circumstances.

Again, conflicts of interest are prohibited as a matter of Zimmer policy, except where approved by the Compliance Officer or the Legal Department. Conflicts of interest may not always be clear cut, so if you have a question, you should consult with the Compliance Officer or the Legal Department. Any Zimmer Personnel who become aware of a conflict or potential conflict should bring it to the attention of the Compliance Officer or the Legal Department, whether through the Compliance Hotline or otherwise.

RELATIONSHIPS WITH CUSTOMERS AND IMPROPER PAYMENTS

Unless specifically authorized by Zimmer Policies or Standard Operating Procedures, the Compliance Officer or the Legal Department, Zimmer Personnel may not provide, without charge, or at rates which are less than fair market value rates:

• gifts;
• grants;
• honoraria;
• meals;
• lodging;
• travel;
• entertainment;
• charitable contributions;
• donations;
• sponsorships;
• professional meetings;
• product training;
• medical education;
• research grants;
• clinical studies;
• payments or reimbursements for personal or professional services;
• advertising, promotion or marketing expenses or support;
• product development services;
• royalties or other payments for transfer of intellectual property; or
• in-kind services, kickbacks or other valuable items or services

to any individual or organization that is in a position to use, order, recommend or arrange for the use, ordering or recommendation of, Zimmer products or services in consideration of the actual, past or anticipated volume or value of business generated for Zimmer (whether directly or indirectly).

Zimmer prides itself on the quality of its products and services and must avoid any improper conduct or inducement (real or implied) with customers, physicians, hospitals and others. Full compliance with these anti-kickback rules helps ensure that product decisions are made in the best interests of patients.

PAYMENTS TO GOVERNMENT PERSONNEL

In many parts of the world, hospitals and clinics are government-owned. The medical staff and other employees of government-owned hospitals and clinics are considered government officials. Zimmer Personnel may not offer, pay, promise to pay or authorize payment of anything of value, directly or indirectly, to officials of national or foreign governments or national or foreign political candidates with the intent to corruptly influence official conduct in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the promise, offer or delivery to an official or employee of any national, state or local government of a gift, favor or other gratuity in violation of the laws of such national, state or locality would not only violate Zimmer policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. Zimmer's Legal Department can provide guidance to you in this area.

INSIDER TRADING

Zimmer Personnel who have access to non public material information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of Zimmer business. Zimmer has adopted a Stock Trading Policy which restricts the ability of certain Zimmer Personnel to trade in Zimmer securities. The term "trade" includes all securities transactions in the open market, and includes transactions in Zimmer plans, such as the 2001 Stock Incentive Plan, 2001 Stock Incentive Plan, TeamShare Stock Option Plan, Employee Stock Purchase Plan, the Stock Plan for Non-Employee Directors and the Savings and Investment Program (401(k) Plan). All non public information about Zimmer should be considered confidential information. To use non public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also is a violation of federal securities laws and can result in civil and criminal penalties. Non public, material information includes, but is not limited to: significant new product/service developments, sales and earnings reports or projections, major contracts with customers or suppliers, plans for stock splits or buy backs and potential acquisitions or mergers. Such non public material information in the case of another company would also include knowledge that the other company may enter into or is negotiating for a contract important to it for the sale of property, goods or services to or by Zimmer. In these instances where you have such information, you must refrain from buying or selling or encouraging others to buy or sell Zimmer's securities or securities of another company, as the case may be, until the information has been disclosed to the general public. If you have any questions about the appropriateness of purchasing or selling a security under these circumstances, you should contact the Legal Department.

Directors and certain officers of Zimmer are reminded that they are subject to additional obligations and to certain reporting requirements under federal securities laws, which are beyond the scope of, and are not discussed in, this Code.

COMPETITION, FAIR DEALING AND ANTITRUST LAW

Zimmer seeks to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing or otherwise improperly obtaining proprietary information from another company, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. You should endeavor to respect the rights of and deal fairly with Zimmer's customers, suppliers, competitors and employees. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair dealing practice.

Antitrust laws and similar laws and regulations pertaining to business competition and fair trade practices are designed to maintain a competitive marketplace. Zimmer's policy is to comply fully with all antitrust laws. All Zimmer Personnel are responsible for compliance with applicable antitrust laws and must abstain from actions that might violate antitrust laws. Zimmer expects all Zimmer Personnel to be familiar with principles of antitrust law applicable to their employment responsibilities.

The antitrust laws are complex. Zimmer Personnel are prohibited from collaborating with a competitor or from taking any action that could have an improper anti-competitive effect, without clearing such action with the Legal Department. Set forth below is a sampling of matters often giving rise to antitrust concerns:

• Competitors cannot agree on conduct that will limit rivalry among them in important areas of competition, such as marketing, pricing, output, introduction of new methods of business or innovation;
  
  
• A company may not monopolize a market or attempt to conspire to monopolize a market through means other than development of superior products or more efficient operations;
  
  
• A company cannot establish illegal tying arrangements concerning sales of product;
  
  
• A company generally may not establish the minimum price that a distributor must charge for the company's products;
  
  
• Antitrust laws may prohibit a company from selling the same product at different prices to different competitors when the price differential might adversely affect competition; and
  
  
• Requiring a customer not to deal in the products of a competitor can give rise to an antitrust violation.

MARKETING PRACTICES

Zimmer products must be sold solely on the basis of price, quality and service. Zimmer's advertising should always be truthful, and specific claims must be substantiated. Zimmer's products should not be labeled or marketed in ways that may confuse them with those of its competitors. All advertising and promotional allowances should be offered on proportionately equal terms to all customers. These allowances are subject to detailed regulations and must be reviewed with the Legal Department before being offered.

Zimmer and Zimmer Personnel pledge to market and sell Zimmer products only for their approved intended uses as determined by federal regulators and governmental agencies.

Zimmer and Zimmer Personnel should not disparage competitors' products, their services or employees. Comparisons of Zimmer's products to a competitor's products should be fair and substantiated. All advertising (and in particular, comparative advertising) must be approved in advance by the Legal Department.

All uses of Zimmer's trademarks and trade names should conform to Zimmer's policies on trademark usage. Zimmer Personnel should address any questions in this area to the Legal Department.

Zimmer and Zimmer Personnel will not make any secret payments or give any gifts, bribes, gratuities, kickbacks or inducements to anyone, including customers, their agents or employees, or members of their families, to pursue product sales or to induce the purchase of Zimmer's products or to purchase Zimmer products instead of its competitors' products. (See Section 7 above – Relationships with Customers and Improper Payments.) If such a payment is requested, the Legal Department should be contacted immediately. Zimmer policy is to forego business that is available only through improper or illegal payments.

PURCHASING PRACTICES

Zimmer will purchase supplies and services solely on the basis of price, quality and the value they provide. Suppliers who also are Zimmer customers (such as physicians and hospitals) should receive no advantage in Zimmer purchasing decisions. Purchases and sales should be viewed independently and analyzed solely on the basis of their financial impact on Zimmer's business. All suppliers shall be dealt with fairly, openly and honestly. This policy includes banking, auditing, legal, advertising and construction services, goods purchased for Zimmer use, and supplies obtained for manufacturing and all indirect goods and services.

MEDICAL DEVICE LAWS AND REGULATIONS

Zimmer is committed to producing products of the highest quality that are safe and effective. Zimmer's product lines include medical devices and all Zimmer Personnel should be aware of and obey applicable laws and regulations that apply to the manufacture, sale and distribution of medical devices, including, but not limited to, those under the jurisdiction of the United States Food and Drug Administration, Drug Enforcement Administration and Environmental Protection Agency, and all other similar national laws and regulations relating to Zimmer's businesses worldwide.

Strict attention, for example, must be given to quality control and adherence to good manufacturing practices (GMPs), quality system regulations (QSRs), good laboratory practices (GLPs) and guidelines for conducting clinical studies. Strict attention must also be devoted to corresponding laws and regulations of other nations where Zimmer engages in business. The foregoing are only a few examples of the laws and regulations affecting our medical device businesses that must be followed. Employees must address with the Legal Department any questions involving these or other areas of the law relating to medical devices.

FULL, FAIR, ACCURATE AND TIMELY DISCLOSURE

It is Zimmer's policy to provide full, fair, accurate, timely, and understandable disclosures in all reports and documents that Zimmer files with or submits to the United States Securities and Exchange Commission, as well as in all other public communications made by Zimmer. In furtherance of this policy, Zimmer's executive officers must design, implement, and amend as necessary, disclosure controls and procedures and internal controls for financial reporting (collectively " Financial Controls and Procedures"). All Zimmer Personnel shall comply with the Financial Controls and Procedures to promote full, fair, accurate, timely, and understandable disclosures by Zimmer.

RECORD-KEEPING

Zimmer requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked by Zimmer Personnel should be reported. You must ensure that all records for which you are responsible accurately reflect transactions and do not include any false or misleading information.

Many officers and employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your manager or other supervisor. Rules and guidelines also are available from the Finance Department.

All of Zimmer's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect Zimmer's transactions and must conform both to applicable legal requirements and to Zimmer's system of internal controls. Unrecorded or "off the books" funds or assets must not be maintained.

Business records and communications often become public, and you should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that could be misunderstood. This applies equally to electronic mail, internal memoranda and formal reports. Records should always be retained or destroyed according to Zimmer's record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult with the Legal Department.

DISCRIMINATION AND HARASSMENT

The diversity of Zimmer's workforce is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. Zimmer will offer opportunities for employment, training, development and promotion to qualified individuals without regard to race, religion, national origin, color, sex, sexual orientation, age, military status, citizenship, disability, or any other characteristic protected by law.

ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY

Zimmer's policy is to protect the environment and the health and safety of its customers, the public and of Zimmer Personnel. Zimmer strives to conduct its activities in an environmentally sustainable manner. To accomplish this, Zimmer is committed to maintaining management systems, programs and procedures for the environmentally responsible management of research and product development; manufacturing operations; packaging; transportation and distribution; marketing and sales; and contracted goods and services. Zimmer Personnel must support this policy by maintaining compliance with applicable laws and regulations, as well as Zimmer Policies and Standard Operating Procedures which are set out in Zimmer's Environmental, Health and Safety (EHS) Policy, Codes of Practice, and EHS Guidance and based on a philosophy of continuous improvement. Facility management shall encourage Zimmer Personnel to consider environmental protection and health and safety as inseparable parts of their everyday responsibilities.

Zimmer strives to provide a safe and healthful work environment. Everyone has a responsibility for maintaining a safe and healthy workplace by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal or impairing drugs or alcohol. The use of alcohol or illegal drugs in the workplace will not be tolerated.

PROTECTION AND PROPER USE OF ZIMMER ASSETS

All Zimmer Personnel should endeavor to protect Zimmer's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on Zimmer's profitability. Any suspected incident of fraud or theft should be immediately reported to the Compliance Officer or the Legal Department for investigation. Zimmer assets should not be used for non Zimmer business.

Use of electronic mail, voice mail and Internet services
Electronic mail systems and Internet services are provided to help you do our work. Incidental and occasional personal use is permitted, but never for personal gain or any improper purpose. You may not access, send, or download any information that could be insulting or offensive to another person, such as sexually explicit materials or messages, cartoons, jokes, ethnic or racial slurs, or any other message that could be viewed as harassment. Also, remember that "flooding" Zimmer computer systems with junk mail and trivia hampers the ability of Zimmer's systems to handle legitimate Zimmer business.

Your messages (including voice mail) and computer information are considered Zimmer property and you should not have any expectation of privacy in them. Unless prohibited by law, Zimmer reserves the right to access and disclose this information including for purposes of the evaluation of employees and contractors. You must use good judgment. Do not access, send a message, or store any information that you would not want to be seen or heard by other individuals. Be aware that even deleted materials may be stored and accessed electronically. Violation of these policies may result in disciplinary action, including termination of employment or service.

Proprietary Information
Your obligation to protect Zimmer's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information may destroy the information's value, harm Zimmer's competitive position, or constitute breaches of agreements. It could also be illegal and result in civil or even criminal penalties.

Below is an overview of Zimmer's guidelines regarding treatment of proprietary information:

• Proprietary information should be discussed with Zimmer Personnel only on a legitimate "need to know" basis.
  
  
• Unless someone with proper authority decides publicly to disclose proprietary information, disclosures to anyone outside Zimmer should occur only in conjunction with an executed confidential disclosure agreement provided by the Legal Department.
  
  
• Always remain alert to, and attempt to avoid, inadvertent disclosure of proprietary information, e.g., in social conversations or normal business relations with suppliers, customers and others.
  
  
• Do not accept proprietary information from third parties unless such information is subject to a written confidentiality agreement that has been approved by the Legal Department before being executed.
  
  

While you must remain alert to the competitive environment and seek information with respect to Zimmer's markets and its competitors, you must do so only by means that are lawful and ethical. You must never participate in illegal or improper acquisition of another's proprietary information. If you are approached with offers of such information, or with any information believed to have originated illegally or improperly, you must immediately refer the matter to the Legal Department.

COPYRIGHT LAW COMPLIANCE AND COMPUTER SOFTWARE

Zimmer Personnel are required to comply with copyright law with respect to the reproduction of copyrighted materials, which dictates under what circumstances a photocopy of a copyrighted work may be legally made for purposes of Zimmer. A person generally may make a single photocopy of a copyrighted article for his or her own use. The photocopying of whole works or substantial portions of works, such as newsletter issues, is not allowed. The law no longer requires one to include a copyright notice on his or her work for it to be protected by copyright.

You also must strictly observe the copyrights on computer software. Zimmer may duplicate copyrighted software only in specific conformance with individual software license agreements. You must use any licensed software strictly in accordance with individual agreements. If you learn of any misuse, including unauthorized reproduction, of software or related documentation, you must immediately notify your department manager or the Legal Department. In addition, you are required to seek the guidance of your department manager, the Compliance Officer or Legal Department counsel if you have any question about complying with these legal requirements.

INTERNATIONAL TRADE

Zimmer must comply with all import and export control and economic sanctions laws imposed by those nations where Zimmer engages in business, including laws and regulations relating to boycotts. Given the complexity of these matters, Zimmer Personnel should address all questions to the Legal Department.

COMPLIANCE AND REPORTING

Zimmer is committed to conducting every facet of its business activities in compliance with all applicable laws and regulations, as well as this Code and Zimmer's Policies and Standards Operating Procedures. As a matter of policy, Zimmer Personnel are required to report either in person to their manager, supervisor or the Compliance Officer or via the Compliance Hotline described below, known or suspected;

• violations of applicable laws and regulations;
• violations of this Code;
• violations of federal health care program requirements;
• violations of Zimmer's Policies and Standard Operating Procedures;
• concerns about Zimmer's accounting, internal accounting control or auditing related matters;
• concerns about practices that may not conform to the requirements of the CIA or the DPA; and
• other general compliance concerns or issues.

If you withhold information that you know to be related to an actual or suspected compliance issue, you may be subject to disciplinary action, including possible termination. In addition to disciplinary action, to the extent Zimmer Personnel fail to comply with any of these requirements, they may individually be subject to fines and criminal charges under certain federal laws.

To make it easier to ask questions, express concerns or report such information, Zimmer has established and, through a third-party service provider, administers a Compliance Hotline. You may use any of the following methods to submit a report through the Compliance Hotline:

Telephone:

Within this Country	Dial
United States	1-877-593-4582
Canada	1-877-593-4582
France	0800-90-4574
Germany	0800-180-1502
Italy	800-788794
Netherlands	0800-022-7418
Portugal	800-8-11390
Puerto Rico	1-877-593-4582
Spain	900-98-1249
Sweden	020-796152
Switzerland	0800-56-4891
United Kingdom	0808-234-1566 or 0800-051-9071
All other countries	First, contact an international operator, then dial 888-802-9464

E-mail:
Send an e-mail to zimmer-compliance-hotline@zimmer.com.


Internet Web Submissions:
Go to https://www.compliance-helpline.com/Zimmer.jsp and click on the link to submit a report.


All reports submitted are confidential. An individual may make an anonymous report if he or she desires. Zimmer will investigate and follow up on all reports. Zimmer prohibits retaliation against any individual who makes a good faith report of a suspected compliance or legal issue. Zimmer will strive to maintain the confidentiality of any reporting person. It must be understood, however, that it may be necessary to disclose the identity of that reporting person in situations where Zimmer is compelled to do so by government or court order.

The fact that Zimmer has a Compliance Officer does not diminish or alter the independent duty of Zimmer Personnel to abide by all applicable laws and regulations, including federal health care program requirements, this Code and Zimmer's Polices and Standard Operating Procedures. This Code, and the provisions of this Code, do not constitute the complete set of Zimmer Policies and Standard Operating Procedures. Known or suspected violations of issues not addressed in this Code must be reported in the same manner.

ZIMMER VISION, MISSION AND VALUES

VISION

To be the global leader in enhanced quality of life for orthopaedic patients. To place confidence in the surgeons' skilled hands. To reaffirm our traditions, inspire our future and ensure our success through each patient's new freedom.

MISSION

To develop, produce and globally market the highest quality orthopaedic products and services that repair, replace and regenerate. Through the hands of skilled surgeons, we will enhance patient quality of life.

We are committed to partnerships that foster mutual trust, respect and benefit. By investing in our people and delivering innovative solutions, we shall increase shareholder value.

VALUES

Pride in our Company The circle blue "Z" brand is our heritage. What we believe in our heart, we wear on our sleeve.

Devotion to our People Our foundation is the integrity, dedication, creativity and diversity of our people. We work as a team. We care about and need each other.

Spirit of Innovation Our spirit of innovation in products, services and processes changes orthopaedic care every day. The courage to pursue new perspectives needs our constant and powerful dedication.

Pledge to Quality Patients trust that our life's work will safely and effectively improve their life. We are committed to defect-free products.

Passion to be the Best We believe in flawless execution. By leading, we will best serve our industry and our stakeholders.

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¹ These include spouse, children, stepchildren, grandchildren, parents, stepparents, siblings, grandparents, in laws, and any person living in the same household as the director, officer or employee.

² As a minimum standard, a significant financial interest is an aggregate interest of a director, officer or employee and his or her family members of more than: (a) 5% of any class of outstanding securities of a company, (b) 5% of the profits or other ownership interest in a partnership or association, or © 5% of the total direct and beneficial assets or annual gross income of such director, officer or employee. A significant financial interest generally will not include an investment representing less than 1% of a class of outstanding securities of a publicly held company.

Acknowledgement and Certification of Receipt, Understanding and Compliance

I, _____________________________________, an employee, officer, director, contractor, sub-contractor, agent or independent distributor of, or temporary agency or contract personnel assigned to, Zimmer Holdings, Inc., or one of its affiliated entities, have received, read and understand the requirements that apply to me and that are included in this Code of Business Conduct. By my signature, I agree to follow and support these requirements.

Signature: ______________________________

Print Name: ______________________________

Position: ______________________________

Date: ______________________________

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