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                                                                   EXHIBIT 10.22



                               GUIDANT CORPORATION

                       AMENDED ECONOMIC VALUE ADDED (EVA)

                                  AND MILESTONE

                                   BONUS PLAN



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                                    ARTICLE I

                        STATEMENT OF PURPOSE AND SUMMARY

The purpose of the Plan is to provide a system of bonus compensation for the
employees of Guidant Corporation and subsidiaries that will promote the
maximization of shareholder value over the long term by linking performance
incentives to increases in shareholder value and other objectives. The Plan ties
bonus compensation to changes in the economic value added or achievement of
other milestones, and thereby rewards employees for long-term, sustained
improvement in shareholder value.

                                   ARTICLE II

                          DEFINITIONS OF CERTAIN TERMS

Unless the context requires a different meaning, the following terms shall have
the following meanings:

2.1      "Company" means Guidant Corporation and its subsidiaries.

2.2      "Committee" means the Compensation Committee, the members of which
         shall be selected by the Board of Directors from among its members.

2.3      "Declared Bonus" means the Declared EVA Bonus, as defined in Article
         IV, or Declared Milestone Bonus, as defined in Article V.

2.4      "Disability" means the time at which a Participant becomes eligible for
         a payment under a company-sponsored extended disability plan, assuming
         eligibility to participate in that plan.

2.5      "Milestone" means any financial or non-financial performance measure
         designated by the Committee to determine the bonus for a Participant
         under the Plan.

2.6      "Participant" means any employee of the Company designated by the
         Committee as a participant in the Plan with respect to any Plan Year.

2.7      "Plan" means this Guidant Corporation Economic Value Added (EVA) and
         Milestone Bonus Plan.

2.8      "Plan Year" means the applicable calendar year.

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2.9      "Retirement" means the cessation of employment on or after the earlier
         of (i) attainment of age sixty-five (65), or (ii) the date on which the
         sum of the Participant's age plus Years of Service (as defined in The
         Guidant Employee Savings and Stock Ownership Plan) equals eighty (80)
         or as the Committee may, in its discretion, determine.

                                   ARTICLE III

                        DEFINITION AND COMPONENTS OF EVA

The following terms set forth the calculation of economic value added ("EVA")
and the components of calculating EVA. EVA is calculated on a monthly basis. The
aggregate of the monthly EVA amounts during a Plan Year is used in determining
the bonuses earned by Participants under the Plan, as set forth in Article IV.

3.1      "EVA" means the excess Net Income that remains after subtracting the
         Capital Charge.

3.2      "Net Income" means the after tax operating earnings of the Company for
         the Plan Year.

3.3      "Capital Charge" means the deemed opportunity cost of employing Capital
         for the Company. The Capital Charge is calculated by multiplying
         Capital employed times the Cost of Capital.

3.4      "Capital" means certain assets employed in the operations of the
         Company. These assets include receivables and inventories net of
         allowances, intangible assets, and property, plant and equipment net of
         accumulated depreciation.

3.5      "Cost of Capital" is the percentage calculated from the weighted
         average Cost of Debt and Cost of Equity; however, the Committee may, in
         its sole discretion, elect to use the Company's target Cost of Capital.
         Cost of Capital for each Plan Year is determined by reference to the
         percentage calculated at the end of October of the prior Plan Year.

3.6      "Cost of Debt" is the marginal long-term borrowing rate of the Company
         times (one minus the tax rate).

3.7      "Cost of Equity" is the risk-free rate plus (beta times the market risk
         premium).

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                                   ARTICLE IV

                   DEFINITION AND COMPUTATION OF THE EVA BONUS

The Committee may elect to set bonuses for a Plan Year under the Plan based on
the actual "EVA Improvement" for the Plan Year. The result produced is referred
to as the "Bonus Multiple," which is multiplied by the Participant's "Target EVA
Bonus" amount established for the year to produce the actual bonus earned. The
actual bonus amount, referred to as the "Declared EVA Bonus," is paid out in the
manner provided below in Article VI.

4.1      Target EVA Bonus. The Target EVA Bonus Awards will be determined
         according to a schedule determined by the Committee that associates job
         responsibilities with a specified dollar amount of Target EVA Bonus. If
         a Participant moves from one Target EVA Bonus to another during a Plan
         Year by virtue of a change in job responsibilities, he or she will
         receive an award that is pro-rated according to time. The Target EVA
         Bonus will be based on the currency in which the highest portion of
         base pay is regularly paid.

4.2      Declared EVA Bonus. A Declared EVA Bonus is the Target EVA Bonus times
         the Bonus Multiple.

4.3      Bonus Multiple. The Bonus Multiple is a percentage of EVA Improvement
         compared to Target Improvement as defined by a scale determined by the
         Committee.

4.4      EVA Improvement. The EVA Improvement is the actual EVA for the Plan
         Year minus the actual EVA for the prior Plan Year.

4.5      Targeted Improvement. The Targeted Improvement is the improvement in
         EVA for the Plan Year over the prior Plan Year as periodically set by
         the Committee and is used to assure that a minimum level of improvement
         is achieved from year to year in order to earn target awards.

4.6      Leverage Factor. The Leverage Factor determines the rate of change in
         bonuses as EVA Improvement surpasses or falls short of the Targeted
         Improvement, determined by the Committee from an evaluation of the long
         term performance variability for Guidant and peer companies.

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                                    ARTICLE V

                                MILESTONE BONUSES

In addition to, or instead of, setting bonuses for a Plan Year under the Plan
based on EVA Improvement, the Committee may determine other Milestones.
Milestones may be measured in terms of an absolute measure or relative to a
designated peer group or index of comparable companies. The Milestone may be
tied to performance of the Company or any subsidiary, division or business unit,
or any combination thereof. For any Milestone-based bonus, the Committee will
set a "Target Milestone Bonus" for the Plan Year. The actual bonus amount,
referred to as the "Declared Milestone Bonus," is paid out in the manner
provided below in Article VI.

5.1      Target Milestone Bonus. The Target Milestone Bonus will be determined
         according to a schedule determined by the Committee that associates
         levels of Milestone achievement with a specific dollar amount of Target
         Milestone Bonus. If a Participant has a change in job responsibilities
         during a Plan Year, the Committee has the discretion to change the
         Participant's Milestone or Target Milestone Bonus and may calculate the
         Declared Milestone Bonus based on pro-rated achievement of the
         different Milestones in effect during the Plan Year.

5.2      Declared Milestone Bonus. A Declared Milestone Bonus is determined in
         accordance with the schedule of Target Milestone Bonuses approved by
         the Committee, which may provide for a partial bonus payment for
         partial achievement of a Milestone and additional bonus payments if a
         Milestone is exceeded.

                                   ARTICLE VI

                               PLAN ADMINISTRATION

6.1      Time of Payment. Payment of the Declared Bonus will be made before
         March 1 of the year following the Plan Year. Payments under any
         deferred compensation plan will be eligible for deferral as may be
         allowed by such plan.

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6.2      Certification of Results. Before any amount is paid under the Plan, the
         Committee shall certify the calculation of EVA and other Milestones for
         the Plan Year and the satisfaction of all other material terms of the
         calculation of the Declared Bonus.

6.3      New Hires, Promotions. New hires or individuals promoted who are first
         selected for participation by the Committee effective on a date other
         than January 1 will participate on a pro-rata basis in their first year
         of participation, based on the Declared Bonus determined for the Plan
         Year, pro-rated for that period of the year during which the
         Participant was selected for participation in the Plan.

6.4      Termination of Employment. If a Participant ceases employment with the
         Company before the end of a Plan Year (or later, as may be determined
         by the Committee) for reasons other than Retirement, Disability or
         death, the Participant shall receive no bonus for that Plan Year.

6.5      Retirement, Disability or Death. If a Participant ceases employment
         with the Company because of Retirement, Disability or death, the
         Participant or personal representative, as the case may be, shall
         receive full payment of his or her bonus based on the Declared Bonus
         determined for the Plan Year but pro-rated for that period of the year
         during which the Participant was an active employee of the Company.

                                   ARTICLE VII

                                   LIMITATIONS

7.1      No Continued Employment. Neither the establishment of the Plan nor the
         grant of an award hereunder shall be deemed to constitute an express or
         implied contract of employment of any Participant for any period of
         time or in any way abridge the rights of the Company to determine the
         terms and conditions of employment or to terminate the employment of
         any employee with or without notice or cause at any time.

7.2      No Vested Rights. Except as expressly provided herein, no employee or
         other person shall have any claim of right (legal, equitable, or
         otherwise) to any award, allocation, or distribution or any right,
         title, or vested interest in any bonus amounts prior to payment and no
         officer or employee of

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         the Company or any other person shall have any authority to make
         representations or agreements to the contrary. No interest conferred
         herein to a Participant shall be assignable or subject to claim by a
         Participant's creditors.

7.3      Non-alienation. Except as provided in Subsection 6.1, no Participant or
         other person shall have any right or power, by draft, assignment, or
         otherwise, to mortgage, pledge or otherwise encumber in advance any
         payment under the plan, and every attempted draft, assignment, or other
         disposition thereof shall be absolutely void.

                                  ARTICLE VIII

                               COMMITTEE AUTHORITY

8.1      Authority to Interpret and Administer. Except as otherwise expressly
         provided herein, full power and authority to interpret and administer
         this Plan shall be vested in the Committee. The Committee may from time
         to time make such decisions and adopt such rules and regulations for
         implementing the Plan as it deems appropriate for any Participant under
         the Plan. Any decision taken by the Committee arising out of or in
         connection with the construction, administration, interpretation and
         effect of the Plan shall be final, conclusive and binding upon all
         Participants and any person claiming under or through Participants. The
         Committee may, to the extent it deems appropriate, make adjustments to
         the calculation of EVA or other Milestone to exclude the effect of
         acquisitions or divestitures, or other unusual or unanticipated charges
         or credits.

8.2      Committee Discretion to Revise Rates and Amounts. The Committee may, in
         its sole discretion, revise the various rates, amounts and percentages
         provided in the Plan from time to time (including, without limitation,
         with respect to each of the foregoing defined terms), provided that the
         methods and assumptions used in making such determinations shall be
         established and applied by the Committee on the basis of reasonable,
         objective criteria that are applied in a uniform manner from Plan Year
         to Plan Year.

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8.3      Financial and Accounting Terms. Except as otherwise provided, financial
         and accounting terms, including terms defined herein, shall be
         determined by the Committee in accordance with generally accepted
         accounting principles and as derived from the audited consolidated
         financial statements of the Company, prepared in the ordinary course of
         business.

                                   ARTICLE IX

                               GENERAL PROVISIONS

9.1      Withholding of Taxes. The Company shall have the right to withhold the
         amount of taxes which in the sole determination of the Company are
         required to be withheld under law with respect to any amount due or
         payable under the Plan.

9.2      Expenses. All expenses and costs in connection with the adoption and
         administration of the Plan shall be borne by the Company.

9.3      No Prior Right or Offer, No Right to Employment. Except and until
         expressly granted pursuant to the Plan, nothing in the Plan shall be
         deemed to give any employee any contractual or other right to
         participate in the benefits of the Plan. No award to any such
         Participant in any Plan Year shall be deemed to create a right to
         receive any award or to participate in the benefits of the Plan in any
         subsequent Plan Year.

9.4      Rights Personal to Employee. Any rights provided to an employee under
         the Plan shall be personal to such employee, shall not be transferable,
         except by will or pursuant to the laws of descent or distribution, and
         shall be exercisable during his or her lifetime, only by such employee,
         or a court-appointed guardian for the employee.

9.5      Non-Allocation of Award. In the event of a suspension of the Plan in
         any Plan Year, as described in Section 9.7, no awards under the Plan
         for the Plan Year during which such suspension occurs shall affect the
         calculation of awards for any subsequent period in which the Plan is
         continued.

9.6      Notices. Any notice to be given to the Company or Committee pursuant to
         the provisions of the Plan shall be in writing and directed to
         Secretary, Guidant Corporation, P.O. Box 44906, Indianapolis, IN 46244.

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9.7      Amendment and Termination. This Plan may be amended, suspended or
         terminated at any time at the discretion of the Board of Directors of
         Guidant Corporation, and may, except for this Section 9.7, be amended
         at any time by the Committee.

9.8      Governing Law. This Plan shall be governed by and construed in
         accordance with the provisions of the laws of the State of Indiana.