GUIDANT CORPORATION
                           1998 STOCK PLAN, AS AMENDED
         The Guidant Corporation 1998 Stock Plan, as amended, ("1998 Plan")
authorizes the Management Development and Compensation Committee ("Committee")
of the Board of Directors of Guidant Corporation to provide employees and
consultants of Guidant Corporation and its subsidiaries with certain rights to
acquire shares of Guidant Corporation common stock ("Guidant Stock"). The
Company believes that this incentive program will benefit the Company's
shareholders by allowing the Company to attract, motivate, and retain employees
and consultants and by causing employees and consultants, through stock-based
incentives, to contribute materially to the growth and success of the Company.
For purposes of the 1998 Plan, the term "Company" shall mean Guidant Corporation
and its subsidiaries, unless the context requires otherwise.
         The 1998 Plan shall be administered and interpreted by the Committee
consisting of not less than three persons appointed by the Board of Directors of
the Company from among its members. A person may serve on the Committee only if
he or she (i) is a nonemployee director as defined in Rule 16b-3(b)(3) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (ii)
satisfies the requirements of an "outside director" for purposes of Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). The
Committee shall determine the fair market value of Guidant Stock for purposes of
the 1998 Plan. The Committee may, subject to the provisions of the 1998 Plan,
from time to time establish such rules and regulations as it deems appropriate
for the proper administration of the Plan. The Committee's decisions shall be
final, conclusive, and binding with respect to the interpretation and
administration of the 1998 Plan and any Grant made under it. Except to the
extent expressly prohibited by the 1998 Plan or applicable law, the Committee
may delegate to one or more of its members, or to one or more agents, such
responsibility or duties as it deems desirable.
         Incentives under the 1998 Plan shall consist of incentive stock
options, nonqualified stock options, performance awards, and restricted stock
grants (collectively, "Grants"). All Grants shall be subject to the terms and
conditions set out herein and to such other terms and conditions which are not
inconsistent with the 1998 Plan as the Committee deems appropriate. The
Committee shall approve the form and provisions of each Grant. Grants under a
particular section of the 1998 Plan need not be uniform and Grants under two or
more sections may be combined in one instrument.
         Grants may be made to any employee (including any officer) or
consultant of the Company ("Eligible Person"). The Committee shall select the
persons to receive Grants ("Grantees") from among the Eligible Persons and
determine the number of shares subject to any particular Grant.
         (a) Shares Subject to Issuance or Transfer. Subject to adjustment as
provided in Section 4(b), the aggregate number of shares of Guidant Stock that
may be issued or transferred under the 1998 Plan is
22,500,000(1); provided, however, that the aggregate number of such shares that
may be issued or transferred as Restricted Stock Grants under the 1998 Plan is
5,000,000. The shares may be authorized but unissued shares or treasury shares.
The number of shares available for Grants at any given time shall be 22,500,000
(5,000,000 in the case of Restricted Stock Grants), reduced by the aggregate of
all shares previously issued or transferred and of shares which may become
subject to issuance or transfer under then-outstanding Grants. Payment in cash
in lieu of shares shall be deemed to be an issuance of the shares for purposes
of determining the number of shares available for Grants under the 1998 Plan as
a whole or to any individual Grantee.
         (b) Adjustment Provisions. If any subdivision or combination of shares
of Guidant Stock or any stock dividend, reorganization, recapitalization, or
consolidation or merger with Guidant Corporation as the surviving corporation
occurs, or if additional shares or new or different shares or other securities
of the Company or any other issuer are distributed with respect to the shares of
Guidant Stock through a spin-off, exchange offer, or other extraordinary
distribution, the Committee shall make such adjustments as it determines
appropriate in the number of shares of Guidant Stock that may be issued or
transferred in the future under Sections 4(a), 5(f) and 6(f). The Committee
shall also adjust as it determines appropriate the number of shares and Option
Price in outstanding Grants made before the event.
         The Committee may grant options qualifying as incentive stock options
under the Code ("Incentive Stock Options"), and nonqualified options
(collectively, "Stock Options"). The following provisions are applicable to
Stock Options:
            (a) Option Price. The Committee shall determine the price at which
         Guidant Stock may be purchased by the Grantee under a Stock Option
         ("Option Price") which, except in the case of substitute grants as
         described in Section 11(b), shall be not less than the fair market
         value of Guidant Stock on the date the Stock Option is granted (the
         "Grant Date"). In the Committee's discretion, the Grant Date of a Stock
         Option may be established as the date on which Committee action
         approving the Stock Option is taken or any later date specified by the
            (b) Option Exercise Period. The Committee shall determine the option
         exercise period of each Stock Option. The period shall not exceed ten
         years from the Grant Date.
            (c) Exercise of Option. A Grantee may exercise a Stock Option by
         delivering a notice of exercise to the Company or its representative as
         designated by the Committee, either with or without accompanying
         payment of the Option Price. The notice of exercise, once delivered,
         shall be irrevocable.
            (d) Satisfaction of Option Price. The Grantee shall pay or cause to
         be paid the Option Price in cash, or with the Committee's permission,
         by delivering shares of Guidant Stock already owned by the Grantee and
         having a fair market value on the date of exercise equal to the Option
         Price, or a combination of cash and shares. In addition, the Committee
         may permit the exercise of an option by delivery of written notice,
         subject to the Company's receipt of a third-party payment in full in
         cash for the Option Price prior to the issuance of shares of Guidant
         Stock, in the manner and subject to the procedures as may be
         established by the Committee. Unless the Committee establishes a
         shorter period which is set forth in the Stock Option, the Grantee
         shall pay the Option Price not later than 30 days after the date of a
         statement from the Company following
(1) Numbers presented are as originally authorized and do not reflect the
subsequent adjustments made pursuant to Section 4(b) for stock splits and
similar events.
         exercise setting forth the Option Price, fair market value of Guidant
         Stock on the exercise date, the number of shares of Guidant Stock that
         may be delivered in payment of the Option Price, and the amount of
         withholding tax due, if any. If the Grantee fails to pay the Option
         Price within the specified period, the Committee shall have the right
         to take whatever action it deems appropriate, including voiding the
         option exercise. The Company shall not issue or transfer shares of
         Guidant Stock upon exercise of a Stock Option until the Option Price
         and any required withholding tax are fully paid.
            (e) Share Withholding. With respect to any nonqualified option, the
         Committee may, in its discretion and subject to such rules as the
         Committee may adopt, permit or require the Grantee to satisfy, in whole
         or in part, any withholding tax obligation which may arise in
         connection with the exercise of the nonqualified option by having the
         Company withhold shares of Guidant Stock having a fair market value
         equal to the amount of the withholding tax.
            (f) Limits on Individual Grants. No individual Grantee may be
         granted Stock Options under the 1998 Plan for more than 700,000 shares
         of Guidant Stock during any one calendar year.
            (g) Limits on Incentive Stock Options. The aggregate fair market
         value of the stock covered by Incentive Stock Options granted under the
         1998 Plan or any other stock option plan of the Company or any
         subsidiary or parent of the Company that become exercisable for the
         first time by any employee in any calendar year shall not exceed
         $100,000. The aggregate fair market value will be determined at the
         Grant Date. An Incentive Stock Option shall not be granted to any
         Eligible Person who, on the Grant Date, owns stock possessing more than
         10% of the total combined voting power of all classes of stock of the
         Company or any subsidiary or parent of the Company.
         The Committee may grant Performance Awards which shall be denominated
at the time of grant either in shares of Guidant Stock ("Stock Performance
Awards") or in dollar amounts ("Dollar Performance Awards"). Payment under a
Stock Performance Award or a Dollar Performance Award shall be made, at the
discretion of the Committee, in shares of Guidant Stock ("Performance Shares"),
or in cash or in any combination thereof, if the financial performance of the
Company or any subsidiary, division, or other unit of the Company ("Business
Unit") selected by the Committee meets certain financial goals established by
the Committee for the Award Period (as defined below). Performance Awards may be
granted by the Committee in a manner designed to qualify for exemption under
Section 162(m) of the Code ("Section 162(m) Awards") or in a manner that is not
intended to so qualify. The following provisions are applicable to Performance
            (a) Award Period. The Committee shall determine and include in the
         Grant the period of time (which shall be four or more consecutive
         fiscal quarters) for which a Performance Award is made ("Award
         Period"). Grants of Performance Awards need not be uniform with respect
         to the length of the Award Period. Award Periods for different Grants
         may overlap. A Performance Award may not be granted for a given Award
         Period after one half (1/2) or more of such period has elapsed, except
         as provided in Section 6(g).
            (b) Performance Criteria and Payment. Before a Grant is made, the
         Committee shall establish objectives with respect to designated
         business performance criteria ("Performance Criteria") that must be met
         by the Business Unit during the Award Period as a condition to payment
         being made under the Performance Award. The Performance Criteria and
         the applicable goals with respect to such criteria shall be set out in
         the Grant. In the case of Section 162(m) Awards, the Performance
         Criteria shall be limited to earnings per share, return on assets,
         return on shareholders' equity, divisional income, net income, total
         shareholder return, stock price goals, cash flow, operating earnings,
         return on capital, or economic value added, in each case as may be
         applied on an absolute or relative to peer group basis. In the case of
         non-Section 162(m) Awards, the Performance Criteria may include any of
         the foregoing or any other financial measurement established by the
         Committee. The Committee shall also set forth in the Grant the number
         of Performance Shares or the amount of payment to be made under a
         Performance Award if the Performance Criteria are met or exceeded,
         including the fixing of a maximum payment, subject to Section 6(f).
            (c) Computation of Payment. After an Award Period, the financial
         performance of the Business Unit during the period shall be measured
         against the Performance Criteria. If the Performance Criteria are not
         met, no payment shall be made under a Performance Award. If the
         Performance Criteria are met or exceeded, the Committee shall certify
         that fact in writing prior to payment of the Performance Award and
         shall determine the number of Performance Shares or the amount of
         payment to be made under a Performance Award in accordance with the
         Grant for each Grantee. The Committee, in its sole discretion, may
         elect to pay part or all of the Performance Award in cash in lieu of
         issuing or transferring Performance Shares. The cash payment shall be
         based on the fair market value of Guidant Stock on the date of payment.
         The Company shall promptly notify each Grantee of the number of
         Performance Shares and the amount of cash, if any, he or she is to
            (d) Revisions for Significant Events. At any time before payment is
         made, the Committee may revise the Performance Criteria and the
         computation of payment if unforeseen events occur during an Award
         Period which have a substantial effect on the Performance Criteria and
         which in the sole discretion of the Committee make the application of
         the Performance Criteria unfair unless a revision is made; provided,
         however, that any such revision that would result in an increase in the
         amount payable under Section 162(m) Awards shall be made only on a
         non-discretionary basis upon the occurrence of objective events
         specified in the Grant.
            (e) Requirement of Employment. To be entitled to receive payment
         under a Performance Award, a Grantee who is an employee of the Company
         must remain in the employment of the Company through the date of the
         award payment, except that the Committee may provide for partial or
         complete exceptions to this requirement as it deems equitable in its
         sole discretion.
            (f) Maximum Payment. In case of a Performance Award that is
         designated as a Section 162(m) Award, no individual may receive
         Performance Award payments in respect of Stock Performance Awards in
         excess of 30,000 shares of Guidant Stock in any calendar year or
         payments in respect of Dollar Performance Awards in excess of
         $2,000,000 in any calendar year. For purposes of determining the
         maximum payment under this subsection, payment in cash of all or part
         of a Stock Performance Award will be deemed an issuance of the number
         of shares with respect to which such cash payment is made. No
         individual may receive both a Stock Performance Award and a Dollar
         Performance Award for the same Award Period.
            (g) Section 162(m) Requirements. In the case of a Performance Award
         that is designated as a Section 162(m) Award, the Committee shall make
         all determinations necessary to establish the Performance Award within
         90 days of the beginning of the Award Period, including, without
         limitation, the designation of the Participants to whom Performance
         Awards are made, the Performance Criteria applicable to the Grant and
         the performance goals that relate to such criteria, and the dollar
         amounts or number of shares of Guidant Stock payable upon achieving the
         applicable performance goals. As and to the extent required by Section
         162(m) of the Code, the         terms of a Section 162(m) Award must state, in terms of an objective
         formula or standard, the method of computing the amount of compensation
         payable under the Performance Award and must preclude discretion to
         increase the amount of compensation payable under the Performance
            The Committee may issue or transfer shares of Guidant Stock to a
Grantee under a Restricted Stock Grant. Upon the issuance or transfer, the
Grantee shall be entitled to vote the shares and to receive any dividends paid.
The following provisions are applicable to Restricted Stock Grants:
            (a) Requirement of Employment. If the employment of a Grantee who is
         an employee of the Company terminates during the period designated in
         the Grant as the "Restriction Period," the Restricted Stock Grant
         terminates and the shares of Guidant Stock must be returned immediately
         to the Company. However, the Committee may provide for partial or
         complete exceptions to this requirement as it deems equitable.
            (b) Restrictions on Transfer and Legend on Stock Certificate. During
         the Restriction Period, a Grantee may not sell, assign, transfer,
         pledge, or otherwise dispose of the shares of Guidant Stock except to a
         Successor Grantee under Section 11(a). Each certificate for shares
         issued or transferred under a Restricted Stock Grant shall contain a
         restricted legend or be held in escrow by the Company until the
         expiration of the Restriction Period.
            (c) Lapse of Restrictions. All restrictions imposed under the
         Restricted Stock Grant shall lapse (i) upon the expiration of the
         Restriction Period if all conditions, including those stated in
         Sections 7(a) and (b) have been met or (ii) as provided under Section
         9(a)(ii). The Grantee shall then be entitled to delivery of the
            (a) Amendment. The Board may at any time and from time to time and
in any respect, amend or modify the Plan; provided, however, that no amendment
or modification of the 1998 Plan shall be effective without the consent of the
Company's shareholders that would: (i) change the class of Eligible Persons
under the 1998 Plan, (ii) increase the number of shares of Guidant Stock
available for Grants or for Restricted Stock Grants, as provided in Section
4(a), (iii) allow the grant of Stock Options at an exercise price below fair
market value, or (iv) allow the re-pricing of Stock Options. In addition, the
Board may seek the approval of any amendment or modification by the Company's
shareholders to the extent it deems necessary or advisable in its sole
discretion for purposes of compliance with Section 162(m) or Section 422 of the
Code, the listing requirements of the New York Stock Exchange or for any other
purpose. No amendment or modification of the 1998 Plan shall in any manner
affect any outstanding Grant without the consent of the Grantee or the permitted
transferee of the Grant.
            (b) Termination of 1998 Plan. The 1998 Plan shall terminate on May
31, 2007, unless terminated earlier by the Board or unless extended by the
            (c) Termination and Amendment of Outstanding Grants. A termination
or amendment of the 1998 Plan that occurs after a Grant is made shall not result
in the termination or amendment of the Grant unless the Grantee consents or
unless the Committee acts under Section 11(e). The termination of the 1998 Plan
shall not impair the power and authority of the Committee with respect to
outstanding Grants. Whether or not the 1998 Plan has terminated, an outstanding
Grant may be terminated or amended under Section 11(e) or may be amended (i) by
agreement of the Company and the Grantee consistent with the1998 Plan or (ii) by action of the Committee provided that the amendment is
consistent with the 1998 Plan and is found by the Committee not to materially
impair the rights of the Grantee under the Grant.
            (a) Effect on Grants. Unless the Committee shall otherwise expressly
provide in the agreement relating to a Grant, upon the occurrence of a Change of
Control (as defined below):
            (i) In the case of Stock Options, each outstanding Stock Option that
         is not then fully exercisable shall automatically become fully
            (ii) The Restriction Period on all outstanding Restricted Stock
         Grants shall automatically expire and all restrictions imposed under
         such Restricted Stock Grants shall immediately lapse; and
            (iii) Each Grantee of a Performance Award for an Award Period that
         has not been completed at the time of the Change of Control shall be
         deemed to have earned a Performance Award equal to such Grantee's
         maximum award opportunity during such Award Period for such Performance
            (b) Change of Control. For purposes of the 1998 Plan, a Change of
Control shall mean the happening of any of the following events:
            (i) The acquisition by any "person," as that term is used in
         Sections 13(d) and 14(d) of the Exchange Act (other than (A) the
         Company, (B) any subsidiary of the Company, (C) any employee or
         directors' benefit plan or stock plan of the Company or a subsidiary of
         the Company, or any trustee or fiduciary with respect to any such plan
         when acting in that capacity, or (D) any person who acquires such
         shares pursuant to a transaction or series of transactions approved
         prior to such transaction(s) by the Board of Directors of the Company)
         of "beneficial ownership" as defined in Rule 13d-3 under the Exchange
         Act, directly or indirectly, of 20% or more of the shares of the
         Company's capital stock the holders of which have general voting power
         under ordinary circumstances to elect at least a majority of the Board
         of Directors of the Company (or which would have such voting power but
         for the application of the Indiana Control Share Statute) (Voting
            (ii) the first day on which less than two-thirds of the total
         membership of the Board of Directors of the Company shall be Continuing
         Directors (as that term is defined in Article 6(f) of the Company's
         Articles of Incorporation;
            (iii) approval by the shareholders of the Company of a merger, share
         exchange, or consolidation of the Company (a "Transaction"), other than
         a Transaction which would result in the Voting Stock of the Company
         outstanding immediately prior thereto continuing to represent (either
         by remaining outstanding or by being converted into voting securities
         of the surviving entity) more than 50% of the Voting Stock of the
         Company or such surviving entity immediately after such Transaction; or
            (iv) approval by the shareholders of the Company of a complete
         liquidation of the Company or a sale or disposition of all or
         substantially all the assets of the Company.
         The following provisions shall apply to each Eligible Person who is
resident outside the United States:
            (a) Determination of Eligible Locations. The Committee shall
         determine whether it is feasible or desirable under local law, custom
         and practice to make Grants at each location outside the United States.
         In making this determination as of any Grant Date, the Committee may
         differentiate among classes of individuals (including expatriates,
         third country nationals or international assignees) and locations
         within a particular country.
            (b) Special Terms Applicable to Grants. In order to facilitate the
         making of Grants under this Section 10, the Committee may provide for
         such special terms for Grants to Grantees who are foreign nationals or
         who are employed outside the United States as the Committee may
         consider necessary or desirable to accommodate differences in local
         law, policy or custom, or to take advantage of special tax or social
         insurance regimes applicable in a particular jurisdiction. The
         Committee may approve such supplements, restatements or alternate
         versions of the Plan as it may consider necessary or desirable for such
         purposes, without thereby affecting the terms of the Plan as in effect
         for any other purpose. Without limiting the generality of the
         foregoing, the Committee may adopt special sub-plans applicable to
         individuals in particular jurisdictions (e.g., French or U.K. qualified
         plans), may provide for accelerated vesting with restrictions on the
         shares received under a Grant, and may condition Grants on
         acknowledgments or agreements by Grantees tailored to local law.
            (c) No Acquired Rights. Nothing in the 1998 Plan or in this Section
         10 shall confer upon any individual in any country the right to receive
         (or to continue to receive) any Grant, any form of Grant or to receive
         any benefit in lieu of a Grant hereunder, nor to have any special tax
         treatment apply to any Grant.
            (a) Transfer of Grants. Only a Grantee or his or her authorized
legal representative or valid transferee may exercise rights under a Grant. Such
persons may not transfer those rights. Except as set forth below, the rights
under a Grant may not be disposed of by transfer, alienation, pledge,
encumbrance, assignment, or any other means, whether voluntary, involuntary, or
by operation of law, and any such attempted disposition shall be void.
Notwithstanding the foregoing and solely to the extent permitted by the
Committee in an agreement relating to a Grant, rights under a Grant (other than
pursuant to an Incentive Stock Option) may be transferred to members of a
Grantee's immediate family, charitable institutions, or trusts or partnership
whose beneficiaries are any of the foregoing, or to such other persons or
entities as may be approved by the Committee, in each case subject to the
condition that the Committee be satisfied that such transfer is being made for
estate or tax planning purposes or for donative purposes without consideration
being received therefor. In addition, when a Grantee dies, the personal
representative or other person entitled to succeed to the rights of the Grantee
may exercise the rights. A successor to the rights under a Grant pursuant to the
foregoing ("Successor Grantee") must furnish proof satisfactory to the Company
of his or her right to receive the Grant, whether as a result of a transfer from
the Grantee, under the Grantees will or under the applicable laws of descent and
            (b) Substitute Grants. The Committee may make a Grant to an employee
of another corporation who becomes an Eligible Person by reason of a corporate
merger, consolidation, acquisition of stock or property, reorganization or
liquidation involving the Company in substitution for a stock option,
performance award, or restricted stock grant granted by such other corporation
("Substituted StockIncentive"). The terms and conditions of the substitute Grant may vary from the
terms and conditions required by the 1998 Plan and from those of the Substituted
Stock Incentives. The Committee shall prescribe the exact provisions of the
substitute Grants, preserving to the extent the Committee deems practical the
provisions of the Substituted Stock Incentives. The Committee shall also
determine the number of shares of Guidant Stock to be taken into account under
Section 4.
         (c) Subsidiaries. The term "subsidiary" means a corporation of which
Guidant owns directly or indirectly 50% or more of the voting power.
         (d) Fractional Shares. Fractional shares shall not be issued or
transferred under a Grant, but the Committee may pay cash in lieu of a fraction
or round the fraction.
         (e) Compliance with Law. The 1998 Plan, the exercise of Grants, and the
obligations of the Company to issue or transfer shares of Guidant Stock under
Grants shall be subject to all applicable laws and regulations and to approvals
by any governmental or regulatory agency as may be required. The Committee may
revoke any Grant if it is contrary to law or modify a Grant to bring it into
compliance with any valid and mandatory law or governmental regulation. The
Committee may also adopt rules regarding the withholding of taxes on payment to
         (f) Ownership of Stock. A Grantee or Successor Grantee shall have no
rights as a stockholder of the Company with respect to any shares of Guidant
Stock covered by a Grant until the shares are issued or transferred to the
Grantee or Successor Grantee on the Company's books.
         (g) No Right to Employment. The 1998 Plan and the Grants under it shall
not confer upon any Grantee the right to continue in the employment of the
Company or affect in any way the right of the Company to terminate the
employment of a Grantee at any time, with or without notice or cause.
         (h) Foreign Jurisdictions. The Committee may adopt, amend, and
terminate such arrangements, not inconsistent with the intent of the 1998 Plan,
as it may deem necessary or desirable to make available tax or other benefits of
the laws of foreign jurisdictions to Grantees who are subject to such laws.
         (i) Governing Law. The 1998 Plan and all Grants made under it shall be
governed by and interpreted in accordance with the laws of the State of Indiana,
regardless of the laws that might otherwise govern under applicable Indiana
conflict-of-laws principles.
         (j) Effective Date of the 1998 Plan. The 1998 Plan shall become
effective upon approval by the Company's shareholders.