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                                                                   EXHIBIT 10.27







                    THE GUIDANT EXECUTIVE DEFERRED BONUS PLAN




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                                TABLE OF CONTENTS

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<S>                                                                  <C>
Section 1. Restatement of the Plan                                     1

Section 2. Definitions                                                 1

Section 3. Participation                                               4
3.1        Bonuses                                                     4
3.2        Company Awards                                              4
3.3        Prior Plan Amounts                                          5

Section 4. Individual Account                                          5

Section 5. Accrual of Company Credit                                   5

Section 6. Payment                                                     6
6.1        Payment Options                                             6
6.2        Payment Upon Death                                          7
6.3        Resignation or Dismissal                                    8
6.4        Payment on Unforeseeable Emergency                          8
6.5        Cash Payments                                               9

Section 7. Prohibition Against Transfer                                9

Section 8. Participant's Rights Unsecured                              9
8.1        Unsecured General Creditor                                  9
8.2        Trust Fund                                                  9

Section 9. Administration                                             10
9.1.       Committee                                                  10
9.2.       Powers of the Committee                                    10
9.3.       Finality of Committee Determinations                       11
9.4.       Claims Procedures                                          11
9.5.       Withholding                                                11
9.6.       Incapacity                                                 12
9.7.       Legal Holidays                                             12

Section 10.          No Employment Rights                             12

Section 11.          Amendment, Suspension, Termination               12

Section 12.          Applicable Law                                   13

Section 13.          Effective Date                                   13
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                    THE GUIDANT EXECUTIVE DEFERRED BONUS PLAN

SECTION 1.  RESTATEMENT OF THE PLAN.

         Guidant established for the benefit of Participants an unfunded plan of
voluntarily deferred compensation known as "The Guidant Executive Deferred
Compensation Plan," which was originally effective September 25, 1995. The Plan
is hereby amended and restated in its entirety, effective as of January 1, 1999,
and is renamed, effective January 1, 2000, "The Guidant Executive Deferred Bonus
Plan." The Plan is maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees.

SECTION 2.  DEFINITIONS.

         When used in the Plan, the following terms shall have the definitions
set forth in this Section 2:

         2.1. Account. The term "Account" means the bookkeeping account
established for a Participant pursuant to Section 4.

         2.2. Beneficiary. The term "Beneficiary" means the beneficiary or
beneficiaries (including any contingent beneficiary or beneficiaries) designated
pursuant to Subsection 6.2.

         2.3. Board of Directors. The term "Board of Directors" means the Board
of Directors of the Company.

         2.4. Bonus. The term "Bonus" means a payment to which an Eligible
Employee is entitled pursuant to an incentive compensation plan of Guidant,
including the Economic Value Added (EVA) Incentive Pay Plan, or any similar
incentive compensation plan as may be designated by the Committee from time to
time.



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         2.5. Bonus Year. The term "Bonus Year" means each calendar year after
1995 in which a Bonus deferred under the Plan is earned by a Participant.

         2.6. Committee. The term "Committee" means the committee designated in
Subsection 9.1 to administer the Plan.

         2.7. Company. The term "Company" means Guidant Corporation.

         2.8. Company Contribution. The term "Company Contribution" means any
additional amount that Guidant has awarded to a Participant under Subsection
3.2.

         2.9 . Company Credit. The term "Company Credit" means, with respect to
a calendar quarter, an amount computed and credited to Participants' Accounts
pursuant to Section 5 at a rate that is two percent (2%) above the "bank prime
loan" rate reported in the Federal Reserve Statistical Release (Report H.15) for
the first business day of the quarter.

         2.10. Disability. The term "disability" means an Eligible Employee's
inability to perform the material duties of his regular occupation with Guidant
or any other Guidant position in the same salary grade that is commensurate with
the Eligible Employee's education, training, and experience; provided that the
inability results from an accidental bodily injury or illness that requires the
Eligible Employee to be under the care of a licensed physician, and provided
further that the inability is not attributable to war, declared or undeclared,
or any act of war, to intentionally self-inflicted injury (while sane or
insane), or to active participation in a riot.

         2.11. Eligible Employee. The term "Eligible Employee" means a
management or highly compensated employee of the Company who is designated by
the Committee as eligible to defer under the Plan any Bonus earned in the
following Bonus Year.


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         2.12. Guidant. The term "Guidant" means the Company and its
subsidiaries and affiliates that adopt the Plan.

         2.13. Participant. The term "Participant" means an Eligible Employee
who has elected to defer all or part of a Bonus pursuant to the Plan in
accordance with Subsection 3.1, or an Eligible Employee who has amounts credited
to his Account under Subsection 3.2 or 3.3.

         2.14. Plan. The term "Plan" means "The Guidant Executive Deferred Bonus
Plan" as set forth in this instrument, as it may be amended from time to time.

         2.15. Points. A Participant shall be deemed to have accumulated one
Point for every year of his age and for each Year of Service credited to him.

         2.16 Retirement. The term "Retirement" means the Participant's
termination of employment with Guidant, but only if that termination occurs on
or after the date when the Participant has (1) attained age 65, (2) attained age
55 and accumulated ten (10) Years of Service, or (3) if the Participant is
entitled to receive Transition Benefits, accumulated 80 Points.

         2.17. Transition Benefits. The term "Transition Benefits" means the
additional benefit accruals that are provided under The Guidant Retirement Plan
to participants in that plan who, as of September 25, 1995, had accumulated at
least 65 Points.

         2.18. Year of Service. The term "Year of Service" means 365 days of
"Service," as defined in section 1.01(23) of The Guidant Employee Savings and
Stock Ownership Plan.


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SECTION 3.  PARTICIPATION.

                  3.1. Bonuses. Prior to the beginning of each Bonus Year, the
Committee shall select those Eligible Employees who may elect to defer Bonuses
pursuant to the Plan. Upon selection by the Committee and before the beginning
of the applicable Bonus Year, an Eligible Employee may defer the receipt of a
Bonus pursuant to the Plan by filing a written election with the Committee (or
its designee), in a form satisfactory to the Committee, that does the following:

                  (a) defers payment of a designated amount (of One Thousand
         Dollars ($1,000) or more) or a percentage of the Bonus (in any
         increment of five (5) percent), if any, to be earned in the Bonus Year,
         and

                  (b) specifies the payment option selected by the Participant
         pursuant to Subsection 6.1.

                  The amount deferred may not exceed the amount of the Bonus.

                  Except as provided in Subsections 6.1 and 6.3, any election
made pursuant to this Section 3 (including any election made pursuant to
Paragraphs (a) and (b) above) with respect to a Bonus Year shall be irrevocable
when made.

                  Selection of an Eligible Employee for deferral of a Bonus
during one Bonus Year does not confer upon the Eligible Employee a right to
defer Bonuses for subsequent Bonus Years. The Eligible Employees who shall be
permitted to defer Bonuses pursuant to the Plan shall be selected annually by
the Committee.

                  3.2. Company Awards. In its sole discretion, Guidant may award
an additional amount to any Participant at any time. Any such award shall be
specified in a written notice to the Participant. Any amount awarded under this
subsection shall be treated the same as any other amounts held under this Plan.
The Participant shall specify the payment option with respect to the awarded
amount pursuant to Subsection 6.1 promptly upon receipt of notice of the amount
awarded.


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         3.3 Prior Plan Amounts. Compensation previously deferred by a
Participant (and interest credited on those amounts) under The Lilly Deferred
Compensation Plan shall be credited to the Participant's Account as of December
31, 1995, and credited with the Company Credit for periods after that date.
Amounts credited under this Subsection shall be treated the same as any other
amounts held under this Plan. A Participant credited with an amount under this
Subsection shall specify the payment option with respect to that amount pursuant
to Subsection 6.1 within 30 days of the date specified in the preceding
sentence.

SECTION 4.  INDIVIDUAL ACCOUNT.

         The Committee shall maintain a bookkeeping account in the name of each
Participant. In the year following each Bonus Year, each Participant's Account
shall be credited with the amount that the Participant has elected to defer
under Subsection 3.1, as of the date on which the deferred amount is reported to
the Committee's designated recordkeeper. Each Participant shall be given an
annual statement, as of December 31 of each year, showing for that year (a) the
amount of Bonus deferred, (b) the amount of the Company Credit to the
Participant's Account, (c) any other amounts credited to the Participant's
Account, and (d) the total amount of the Participant's Account as of the end of
the year.

SECTION 5.  ACCRUAL OF COMPANY CREDIT.

         The Treasurer of the Company shall determine the applicable rate of
Company Credit as of the first business day of each quarter of each calendar
year. This rate shall be effective for that calendar quarter and is defined as
two percent (2%) above the "bank prime loan" rate as reported in the Federal
Reserve Statistical Release (Report H.15) for the applicable date. Prior to
October 1, 1999, the Company Credit shall be calculated on the basis of a
365/366-day year


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and shall be credited daily to the Participant's Account and
compounded quarterly. Effective October 1, 1999, the Company Credit shall be
calculated on the basis of a 365/366 day year and shall accrue and compound
daily on the daily balance of the Participant's Account. The daily balance of
the Participant's Account shall reflect additions and withdrawals as of the
effective date of each transaction.

SECTION 6.  PAYMENT.

                  6.1 Payment Options. A Participant shall elect a payment
option from the payment options described below. The payment options from which
the Participant may choose are the following:

                  (a) a lump sum payable in January of the second calendar year
         following the calendar year in which the Participant's employment
         terminates by reason of Retirement or Disability;

                  (b) annual installments over a period of two to ten years (as
         specified by the Participant) commencing in January of the second
         calendar year following the calendar year in which the Participant's
         employment terminates by reason of Retirement or Disability; or

                  (c) a lump sum payable in January of the calendar year
         irrevocably designated by the Participant at the time he files his
         written election under Subsection 3.1, provided that such calendar year
         is no earlier than the second calendar year after the year in which the
         Bonus was determined.

                  Guidant shall pay the aggregate amounts deferred, together
with a proportionate part of the aggregate Company Credit accrued to the date
(or dates) of payment, in accordance with the payment option elected. If a
payment option described in Paragraph (a) or (c) above has been elected, the
amount of the lump


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sum shall be equal to the amount credited to the Participant's Account as of the
date of the payment (including any Company Credit allocated to the Participant's
Account). If the payment option described in Paragraph (b) above has been
elected, the amount of each installment shall be equal to the amount credited to
the Participant's Account as of the date of the installment payment (including
any Company Credit allocated to the Participant's Account) divided by the number
of installment payments that have not yet been made. If the Participant fails to
elect a payment option, the amount credited to the Participant's Account shall
be distributed in a lump sum in accordance with the payment option described in
Paragraph (a) above. Notwithstanding the foregoing, if the amount credited to
the Participant's Account is less than $25,000 at any time following the year in
which the Participant's employment terminates by reason of Retirement or
Disability, the Committee shall pay out the amount credited to the Participant's
Account in a lump sum.

         6.2 Payment Upon Death. Within a reasonable period of time following a
Participant's death, the balance, if any, credited to the Participant's Account
shall be paid in a lump sum to the Participant's Beneficiary. For purposes of
this Subsection 6.2, the balance credited to the Participant's Account shall be
determined as of the date of payment. A Participant may designate his
Beneficiary, in writing, in a form acceptable to the Committee, and filed with
the Committee (or its designee) before the Participant's death. A Participant
may, before the Participant's death, revoke a prior designation of Beneficiary
and may also designate a new Beneficiary without the consent of the previously
designated Beneficiary, provided that the revocation and new designation (if
any) are in writing, in a form acceptable to the Committee, and filed with the
Committee (or its designee) before the Participant's death. If the Participant
does not designate a Beneficiary, or if no designated Beneficiary survives the
Participant, any amount


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not distributed to the Participant during the Participant's life shall be paid
to the Participant's estate in a lump sum in accordance with this Subsection
6.2.

                  6.3. Resignation or Dismissal. Within a reasonable time
following termination of a Participant's employment by resignation or dismissal,
the balance in the Participant's Account shall be paid in a lump sum to the
Participant. For purposes of this Subsection 6.3, the balance in the
Participant's Account shall be determined as of the date of payment (and shall
include any Company Credit allocated to the Participant's Account).

                  6.4. Payment on Unforeseeable Emergency. The Committee may, in
its sole discretion, direct payment to a Participant of all or of any portion of
the Participant's Account balance, notwithstanding an election under Subsection
6.1, at any time that the Committee determines that the Participant has an
unforeseeable emergency and then only to the extent reasonably necessary to meet
the emergency. For purposes of this rule, "unforeseeable emergency" means severe
financial hardship to the Participant resulting from a sudden and unexpected
illness or accident of the Participant or of a dependent of the Participant,
loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. The circumstances that will constitute an
unforeseeable emergency will depend upon the facts of each case, but in any
case, payment may not be made to the extent that the hardship is or may be
relieved by any of the following:

                  (a) Through reimbursement or compensation by insurance or
         otherwise,

                  (b) By liquidation of the Participant's assets, to the extent
         the liquidation of the assets would not itself cause severe financial
         hardship, or

                  (c) By cessation of deferrals under the Plan.


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         Examples of what are not considered to be unforeseeable emergencies
include the need to send a Participant's child to college or the desire to
purchase a home.

         In the event that the Committee approves a payment pursuant to this
Section, the Participant will not be permitted to defer any portion of the Bonus
earned with respect to the Bonus Year in which the withdrawal occurred.

         6.5 Cash Payments. All payments under the Plan shall be made in cash.

SECTION 7.  PROHIBITION AGAINST TRANSFER.

         The right of a Participant to receive payments under the Plan may not
be transferred except by will or applicable laws of descent and distribution. A
Participant may not assign, sell, pledge, or otherwise transfer any amount to
which he is entitled under the Plan prior to payment of that amount to the
Participant.

SECTION 8.  PARTICIPANT'S RIGHTS UNSECURED.

         8.1. Unsecured General Creditor. The interests of Participants in the
Plan shall be that of unsecured general creditors, with no secured or
preferential right to any assets of Guidant or any other party for payment of
benefits under this Plan. Any property held by Guidant for the purpose of
generating the cash flow for benefit payments shall remain its general,
unpledged, and unrestricted assets. Any obligation under the Plan shall be an
unfunded and unsecured promise to pay benefits in the future.

         8.2. Trust Fund. Guidant shall be responsible for the payment of
benefits provided under the Plan. At its discretion, Guidant may establish one
or more trusts, with such trustees as the Board of Directors may approve, for
the


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purpose of providing for the payment of such benefits. Any trustee so appointed
shall be bonded in a manner satisfactory to Guidant. Whether or not such a trust
is irrevocable, its assets shall at all times be subject to the claims of
Guidant's general creditors in the event of insolvency or bankruptcy. To the
extent any benefits provided under the Plan are paid from such a trust, Guidant
shall have no further obligation to pay Plan benefits. Plan benefits not paid
from the trust shall remain the obligation of Guidant.

SECTION 9.  ADMINISTRATION.

                  9.1. Committee. The Plan shall be administered by the
Management Development and Compensation Committee of the Board of Directors, the
members of which shall be selected by the Board of Directors from among its
members. No member of the Committee may be a salaried employee of the Company.

                  9.2. Powers of the Committee. The Committee's powers shall
include, but not be limited to, the power to do the following:

                  (i) select Eligible Employees for participation in the Plan;

                  (ii) interpret, with discretionary authority, the terms and
         provisions of the Plan and determine, with discretionary authority, any
         and all questions arising under the Plan, including, without
         limitation, the right to remedy possible ambiguities, inconsistencies,
         or omissions by a general rule or particular decision;

                  (iii) adopt rules consistent with the terms of the Plan;

                  (iv) appoint persons to carry out administrative and
         recordkeeping requirements; and


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                  (v) limit the deferrals of executive officers to assure that
         Guidant has sufficient funds to cover taxes, benefit payments, and
         other necessary or appropriate deductions.

                  9.3. Finality of Committee Determinations. Determinations by
the Committee and any interpretation, rule, or decision adopted by the Committee
under the Plan or in carrying out or administering the Plan shall be final and
binding for all purposes and upon all interested persons, their heirs, and
personal representatives.

                  9.4. Claims Procedures. Any person making a claim for benefits
under the Plan shall submit the claim in writing to the Committee. If the
Committee denies the claim in whole or in part, it shall issue to the claimant a
written notice explaining the reason for the denial (with specific reference to
the Plan provision(s) on which it is based) and identifying any additional
information or documentation that might enable the claimant to perfect the
claim. The claimant may, within 60 days of receiving a written notice of denial,
submit a written request for reconsideration to the Committee, together with a
written explanation of the basis of the request. The Committee shall consider
any such request and shall provide the claimant with a written decision together
with a written explanation of the reason(s) for the decision (with reference to
the specific Plan provision(s) on which the decision is based). All
interpretations, determinations, and decisions of the Committee in respect of
any claim shall be final and conclusive.

                  9.5. Withholding. The Company shall have the right to deduct
from all payments under the Plan any taxes required by law to be withheld from
such payments. The recipients of those payments shall bear responsibility for
all taxes on amounts paid under the Plan to the extent that taxes are not
withheld from those amounts, irrespective of whether withholding is required.


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         9.6. Incapacity. If the Committee determines that any person entitled
to benefits under the Plan is unable to care for his or her affairs because of
illness or accident, then any payment due may be paid for the benefit of that
person to the person's spouse, parent, brother, sister, or other party deemed by
the Committee to have incurred expenses for that person unless a duly qualified
guardian or other legal representative has been appointed, in which case,
payment shall be made to that guardian or legal representative.

         9.7. Legal Holidays. If any day on (or on or before) which action under
the Plan must be taken falls on a Saturday, Sunday, or legal holiday, that
action may be taken on (or on or before) the next succeeding day that is not a
Saturday, Sunday, or legal holiday; provided that this Subsection 9.7 shall not
permit any action that must be taken in one calendar year to be taken in any
subsequent calendar year.

SECTION 10.  NO EMPLOYMENT RIGHTS.

         No provision of the Plan or any action taken under this Plan by
Guidant, the Company, the Board of Directors, or the Committee shall give any
person any right to be retained in the employ of Guidant, and Guidant's right
and power to dismiss or discharge any Participant is specifically reserved.

SECTION 11.  AMENDMENT, SUSPENSION, AND TERMINATION.

         The Board of Directors shall have the right to amend, suspend, or
terminate the Plan at any time. The Committee shall also have the right to amend
the Plan, except for Subsection 9.1 and this Section 11. However, no amendment
of the Plan shall adversely affect the rights of any Participant or Beneficiary
to any amount credited to his or her Account at the time of the amendment, but
this shall not prevent the Company from modifying payment options under
Subsection 6.1.


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SECTION 12.  APPLICABLE LAW.

         The Plan shall be governed by, and construed in accordance with the
laws of the State of Indiana, except to the extent that those laws are preempted
by federal law.

SECTION 13.  EFFECTIVE DATE.

         This restated Plan is effective as of January 1, 1999.



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                         FIRST AMENDMENT TO THE GUIDANT
                          EXECUTIVE DEFERRED BONUS PLAN
                      (RESTATED EFFECTIVE JANUARY 1, 1999)

         This First Amendment to The Guidant Executive Deferred Bonus Plan
(Restated Effective January 1, 1999) has been duly adopted by Guidant
Corporation effective as of January 1, 2003.

                                    RECITALS

         A. Guido Neels became an Eligible Employee on January 1, 2003, when he
became Group Chairman, Office of the President. Under the terms of the Plan then
in effect, however, an Eligible Employee must be designated as such by the
Compensation Committee prior to the beginning of a Bonus Year to be able to
elect pursuant to the Plan to defer the receipt of all or any portion of a Bonus
for that Bonus Year. Accordingly, because Mr. Neels first became an Eligible
Employee on January 1, 2003, the terms of the Plan then in effect did not permit
him to elect to defer a portion of his Bonus for 2003.

         B. The Committee determined that Mr. Neels should be given an
opportunity to elect to make a deferral election under the Plan for any Bonus he
may earn in 2003, provided that Mr. Neels made such an election within 45 days
of the date on which he first became an Eligible Employee. A resolution to that
effect, effectively amending the Plan as of January 1, 2003, was duly adopted by
the Committee.

         C. This Amendment reflects and memorializes the change to the Plan
effected by the Committee's resolution.

                                    AMENDMENT

         Effective January 1, 2003, the following new Section 3.4 is added to
the Plan, to read as follows:


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Section 3.4. 2003 Bonus Deferral Election for Guido Neels. Notwithstanding any
other provision of the Plan, within 45 days of January 1, 2003, the date on
which he first became an Eligible Employee, Guido Neels may make a written
election, in a form satisfactory to the Committee, to defer payment of a
designated amount (of One Thousand Dollars ( $1,000) or more) or a percentage
(in any increment of five (5) percent) of the Bonus, if any, to be earned by him
in the 2003 Bonus Year. The election will otherwise be subject to the rules
described in Section 3.1.


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