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                                                                   EXHIBIT 10.24





                  THE GUIDANT EXCESS BENEFIT PLAN - - SAVINGS



                       Restated Effective January 1, 2002

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                                TABLE OF CONTENTS
                                                                            PAGE

ARTICLE I  ESTABLISHMENT AND PURPOSE OF THE PLAN..............................1
     Section 1.1.  Establishment and Restatement..............................1

     Section 1.2.  Purpose....................................................1

ARTICLE II  DEFINITIONS.......................................................1
     Section 2.1.  Account....................................................1

     Section 2.2.  Base Earnings..............................................1

     Section 2.3.  Basic Contributions........................................1

     Section 2.4.  Beneficiary................................................1

     Section 2.5.  Board of Directors.........................................1

     Section 2.6.  Catch-Up Contribution......................................1

     Section 2.7.  Code.......................................................2

     Section 2.8.  Committee..................................................2

     Section 2.9.  Compensation...............................................2

     Section 2.10.  Corporation...............................................2

     Section 2.11.  Corporation Contribution Account..........................2

     Section 2.12.  Corporation Contributions.................................2

     Section 2.13.  Disability................................................2

     Section 2.14.  Eligible Employee.........................................2

     Section 2.15.  Employer Contributions....................................3

     Section 2.16.  Excess Salary Reduction Account...........................3

     Section 2.17.  Excess Salary Reduction Contributions.....................3

     Section 2.18.  Guidant...................................................3

     Section 2.19.  Guidant ESSOP.............................................3

     Section 2.20.  Guidant Stock Fund........................................3

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     Section 2.21.  Investment Option.........................................3

     Section 2.22.  Limitations...............................................3

     Section 2.23.  Matching Contributions....................................3

     Section 2.24.  Normal Retirement Age.....................................3

     Section 2.25.  Participant...............................................3

     Section 2.26.  Plan......................................................4

     Section 2.27.  Plan Year.................................................4

     Section 2.28.  Points....................................................4

     Section 2.29.  Retire....................................................4

     Section 2.30.  Salary Reduction Contributions............................4

     Section 2.31.  Supplemental Contribution Account.........................4

     Section 2.32.  Supplemental Contributions................................4

     Section 2.33.  Transition Benefits.......................................4

     Section 2.34.  Year of Service...........................................4

ARTICLE III  PARTICIPATION AND CONTRIBUTION ELECTIONS.........................4
     Section 3.1.  Participation..............................................4

     Section 3.2.  Election Procedure.........................................5

ARTICLE IV  PARTICIPANTS' ACCOUNTS............................................5
     Section 4.1.  Establishment of Accounts..................................5

     Section 4.2.  Vesting of Accounts........................................5

     Section 4.3.  Accumulations Under Predecessor Plans......................6

     Section 4.4.  Earnings and Losses........................................6

     Section 4.5.  Account Statements.........................................6

ARTICLE V  CORPORATION CONTRIBUTIONS..........................................7
     Section 5.1.  Matching Corporation Contributions.........................7

     Section 5.2.  Basic Corporation Contributions............................8




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     Section 5.3.  Supplemental Contributions.................................8

ARTICLE VI  PAYMENT...........................................................8
     Section 6.1.  Time of Payment............................................8

     Section 6.2.  Form of Payment............................................8

     Section 6.3.  Election of Later Payment Commencement Date................8

     Section 6.4.  Election of Alternate Form of Payment......................9

     Section 6.5.  Special Distribution Rules.................................9

     Section 6.6.  Payments With Respect to a Deceased Participant...........10

     Section 6.7.  Payment on Unforeseeable Emergency........................10

ARTICLE VII  NATURE OF PARTICIPANT'S INTEREST................................11
     Section 7.1.  Unsecured General Creditor................................11

     Section 7.2.  Trust Fund................................................11

     Section 7.3.  No Right to Transfer Interest.............................12

ARTICLE VIII  ADMINISTRATION.................................................12
     Section 8.1.  Committee.................................................12

     Section 8.2.  Powers of the Committee...................................12

     Section 8.3.  Finality of Committee Determinations......................13

ARTICLE IX  NO EMPLOYMENT RIGHTS.............................................13
ARTICLE X  MISCELLANEOUS.....................................................13
     Section 10.1.  Amendment, Suspension, and Termination...................13

     Section 10.2.  Board of Directors' Power to Delegate Authority..........13

     Section 10.3.  Indemnification..........................................13

     Section 10.4.  No Impact on Other Benefits..............................13

     Section 10.5.  Incapacity of Recipient..................................14

     Section 10.6.  Data.....................................................14

     Section 10.7.  Misstatements............................................14

     Section 10.8.  Taxes....................................................14



                                     -iii-


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     Section 10.9.  Applicable Law...........................................14

     Section 10.10.  Usage of Terms and Headings.............................14




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                   THE GUIDANT EXCESS BENEFIT PLAN - - SAVINGS

                      (RESTATED EFFECTIVE JANUARY 1, 2002)

                                    ARTICLE I
                      ESTABLISHMENT AND PURPOSE OF THE PLAN

                  Section 1.1. Establishment and Restatement. Guidant
Corporation established the Plan, effective September 25, 1995, as an unfunded
plan of deferred compensation for the benefit of a select group of management
and highly compensated employees. The Plan is hereby amended and restated in its
entirety, effective as of January 1, 2002.

                  Section 1.2. Purpose. The primary purpose of this Plan is to
provide a means by which an Eligible Employee may defer receipt of a portion of
his or her Base Earnings that, but for the Limitations, could be contributed to
the Guidant ESSOP. The Plan also provides that the Committee will maintain an
account for each Participant to which it will credit any Corporation
Contributions due to that Participant under the terms of the Plan.

                                   ARTICLE II
                                   DEFINITIONS

                  The following words and phrases as used in this Plan have the
following meanings:

                  Section 2.1. Account. The term "Account" means the record of a
Participant's interest in the Plan.

                  Section 2.2. Base Earnings. The term "Base Earnings" means an
Eligible Employee's base earnings as determined for purposes of the Guidant
ESSOP, but without regard to the Limitation imposed by Code paragraph
401(a)(17).

                  Section 2.3. Basic Contributions. The term "Basic
Contributions" means the contributions made by Guidant pursuant to subsections
3.06(b) and 19.04(b) of the Guidant ESSOP.

                  Section 2.4. Beneficiary. The term "Beneficiary" means the
person or persons entitled to receive payment of a Participant's remaining
vested Accounts following a Participant's death.

                  Section 2.5. Board of Directors. The term "Board of Directors"
means the Corporation's board of directors.

                  Section 2.6. Catch-Up Contribution. The term "Catch-Up
Contribution" means, with respect to a Participant for a Plan Year, the portion
of

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a Participant's Salary Reduction Contribution that both (a) is part of the first
6% of Base Earnings that the Participant defers under the Guidant ESSOP for the
Plan Year, and (b) is a "catch-up contribution" within the meaning of Section
414(v) of the Code.

                  Section 2.7. Code. The term "Code" means the Internal Revenue
Code of 1986 and interpretive regulations.

                  Section 2.8. Committee. The term "Committee" means the
Management Development and Compensation Committee of the Board of Directors,
which is charged with administering the Plan pursuant to Section 8.1.

                  Section 2.9. Compensation. The term "Compensation" means, with
respect to a Participant for a Plan Year, the sum of the Participant's Base
Earnings for the Plan Year and his Excess Salary Reduction Contributions for the
Plan Year.

                  Section 2.10. Corporation. The term "Corporation" means
Guidant Corporation.

                  Section 2.11. Corporation Contribution Account. The term
"Corporation Contribution Account" means the Participant's Account attributable
to Corporation Contributions.

                  Section 2.12. Corporation Contributions. The term "Corporation
Contributions" means the amounts accrued with respect to a Participant pursuant
to Sections 5.1 and 5.2.

                  Section 2.13. 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 intentionally self-inflicted injuries (whether sane or insane), or to active
participation in a riot.

                  Section 2.14. Eligible Employee. The term "Eligible Employee"
means an employee of Guidant who satisfies the following requirements: (a) the
Salary Reduction Contributions that the employee would otherwise be eligible to
make, or the Employer Contributions that the employee would otherwise be
eligible to receive, under the Guidant ESSOP are reduced as a result of the
Limitations; and (b) the employee is a member of one of the classifications,
listed in Appendix A to this Plan, designated by the Committee as employees
eligible to participate in this Plan. The classifications designated by the
Committee shall be such that the persons in those classifications, taken
together, constitute a select group of management and highly compensated
employees.




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                  Section 2.15. Employer Contributions. The term "Employer
Contributions" means Basic Contributions and Matching Contributions.

                  Section 2.16. Excess Salary Reduction Account. The term
"Excess Salary Reduction Account" means a Participant's Account attributable to
Excess Salary Reduction Contributions.

                  Section 2.17. Excess Salary Reduction Contributions. The term
"Excess Salary Reduction Contributions" means the difference between (1) the
total amount of a Participant's Compensation that the Participant elects to
defer under the combination of this Plan and the Guidant ESSOP for a Plan Year,
and (2) the amount of Salary Reduction Contributions the Participant may make
under the Guidant ESSOP for the Plan Year without exceeding the Limitations.

                  Section 2.18. Guidant. The term "Guidant" means the
Corporation and its affiliates and subsidiaries that have adopted, or in the
future adopt, the Guidant ESSOP.

                  Section 2.19. Guidant ESSOP. The term "Guidant ESSOP" means
The Guidant Employee Savings and Stock Ownership Plan.

                  Section 2.20. Guidant Stock Fund. The term "Guidant Stock
Fund" means the investment fund under the Guidant ESSOP that invests primarily
in shares of the common stock of the Corporation.

                  Section 2.21. Investment Option. The term "Investment Option"
means an investment option available under section 5.01 of the Guidant ESSOP.

                  Section 2.22. Limitations. The term "Limitations" means (a)
the limitation imposed by Code paragraph 401(a)(17) on compensation taken into
account under a qualified plan; (b) the limitations imposed by the
nondiscrimination requirements of Code subsections 401(k) and 401(m); (c) the
limitation on elective deferrals imposed by Code subsection 402(g); and (d) the
limitation on contributions to defined contribution plans imposed by Code
subsection 415(c).

                  Section 2.23. Matching Contributions. The term "Matching
Contributions" means the minimum matching contributions and additional matching
contributions made by Guidant pursuant to subsections 3.06(a), 3.06(b),
19.04(a), and 19.04(b) of the Guidant ESSOP.

                  Section 2.24. Normal Retirement Age. The term "Normal
Retirement Age" means the later of age 65 or the Participant's fifth anniversary
of commencement of participation in the Guidant ESSOP (as defined in the Guidant
ESSOP).

                  Section 2.25. Participant. The term "Participant" means an
Eligible Employee who (a) elects to reduce his or her Compensation in an amount



                                      -3-

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sufficient that (1) Salary Reduction Contributions result in the Limitations
being equaled but not exceeded, and (2) Excess Salary Reduction Contributions
may be made to this Plan; or (b) is entitled to Corporation Contributions under
Section 5.1 or Section 5.2.

                  Section 2.26. Plan. The term "Plan" means The Guidant Excess
Benefit Plan -- Savings, as set forth in this instrument, as it may be amended
from time to time.

                  Section 2.27. Plan Year. The term "Plan Year" means the
calendar year.

                  Section 2.28. Points. A Participant shall be deemed to have
one Point for each year of his age and for each Year of Service.

                  Section 2.29. Retire. The term "Retire" means for a
Participant to terminate employment with Guidant after the Participant has (1)
reached age 65; (2) reached age 55 and completed 10 Years of Service; or (3) if
the Participant is entitled to receive Transition Benefits, accumulated 80
Points.

                  Section 2.30. Salary Reduction Contributions. The term "Salary
Reduction Contributions" means the amount that an employee elects to defer
pursuant to Section 3.01 of the Guidant ESSOP that may be contributed to the
Guidant ESSOP without resulting in the Limitations being exceeded.

                  Section 2.31. Supplemental Contribution Account. The term
"Supplemental Contribution Account" means a Participant's Account attributable
to Supplemental Contributions.

                  Section 2.32. Supplemental Contributions. The term
"Supplemental Contributions" means amounts accrued with respect to a Participant
pursuant to Section 5.3.

                  Section 2.33. 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.

                  Section 2.34. Year of Service. The term "Year of Service"
means a year of service credited under the Guidant ESSOP.

                                   ARTICLE III
                    PARTICIPATION AND CONTRIBUTION ELECTIONS

                  Section 3.1. Participation. An Eligible Employee will be a
Participant if he or she (1) elects to have his or her Compensation reduced and
deferred in such an amount as to result in Excess Salary Reduction
Contributions, or (2) is entitled to Corporation Contributions.

                                      -4-

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                  Section 3.2. Election Procedure. Prior to the beginning of
each Plan Year for which a Participant wishes to make Excess Salary Reduction
Contributions, the Participant must file an election with the Committee, in a
form satisfactory to the Committee, that meets the following requirements:

                  (a) The election irrevocably defers Excess Salary Reduction
         Contributions, specified as a percentage of Compensation.

                  (b) The election will be irrevocable, regardless of whether
         the Participant's rate of Salary Reduction Contributions under the
         Guidant ESSOP changes during the Plan Year.

                  (c) The Participant may not elect to make Excess Salary
         Reduction Contributions for any Plan Year in an amount that, when added
         to his or her Salary Reduction Contributions under the Guidant ESSOP
         for that Plan Year, exceeds sixteen percent (16%) of his or her
         Compensation for the Plan Year.

                  (d) A Participant's Excess Salary Reduction Contributions
         deferred pursuant to this Section will be credited to the Participant's
         Excess Salary Reduction Account as of the date on which they are
         reported to the Committee's designated recordkeeper.

                                   ARTICLE IV
                             PARTICIPANTS' ACCOUNTS

                  Section 4.1. Establishment of Accounts. The Committee will
create and maintain adequate records to disclose each Participant's interest in
the Plan. Records will be in the form of individual bookkeeping accounts, which
will be credited with Excess Salary Reduction Contributions pursuant to Article
III, Corporation Contributions pursuant to Article V, amounts attributable to
accumulations under predecessor plans pursuant to Section 4.3, and earnings and
losses pursuant to Section 4.4, and debited with any payments pursuant to
Article VI. Each Participant will have a separate Excess Salary Reduction
Account and Corporation Contribution Account.

                  Section 4.2. Vesting of Accounts.

                  (a) A Participant's interest in his or her Excess Salary
         Reduction Account will be fully vested and nonforfeitable at all times.

                  (b) A Participant's interest in his or her Corporation
         Contribution Account will become 20% vested upon the completion of one
         Year of Service, 40% vested upon the completion of two Years of
         Service, 60% vested upon the completion of three Years of Service, 80%
         vested upon the completion of four Years of Service, and 100% vested
         upon the completion of five Years of Service. A Participant's
         Corporation

                                      -5-


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         Contribution Account will also become 100% vested when the Participant
         reaches Normal Retirement Age, incurs a Disability while employed by
         Guidant, or dies while employed by Guidant.

                  (c) If a Participant terminates employment with Guidant before
         the Participant's Corporation Contribution Account is 100% vested, the
         non-vested portion of the Participant's Corporation Contribution
         Account will be forfeited as of the date of the Participant's
         termination of employment, and the Participant will not be entitled to
         any benefits from the non-vested portion of his or her Corporation
         Contribution Account.

                  Section 4.3. Accumulations Under Predecessor Plans. A
Participant's Accounts will be credited with any amounts credited to the
Participant's accounts under The Lilly Excess Benefit Plan -- Savings (or any
similar predecessor plan) as of September 25, 1995.

                  Section 4.4. Earnings and Losses.

                  (a) During each Plan Year, a Participant's Excess Salary
         Reduction Account will be credited with investment earnings and losses
         as though it is invested in the same Investment Options as the
         Participant's salary reduction account under the Guidant ESSOP during
         the Plan Year.

                  (b) During each Plan Year, a Participant's Corporation
         Contribution Account will be credited with investment earnings and
         losses as though it is invested in the Guidant Stock Fund during the
         Plan Year.

                  (c) The deemed investment of a Participant's Account among the
         Investment Options or in the Guidant Stock Fund is solely the measure
         of the investment performance of the Account. It does not give the
         Participant any interest in any Investment Option or stock, nor does it
         bind Guidant, the Corporation, the Committee, or any trustee as to the
         investment of any trust fund or any other amounts represented by
         Participants' Accounts.

                  (d) Earnings and losses on the deemed investment of a
         Participant's Accounts will be credited daily, on each business day,
         based on the value of the Participant's Accounts on that business day.

                  Section 4.5. Account Statements. At least annually, each
Participant will be given a statement showing, for the period covered by the
statement, (a) the amount of Excess Salary Reduction Contributions credited to
the Participant's Excess Salary Reduction Account; (b) the amount of Corporation
Contributions credited to the Participant's Corporation Contribution Account;
(c) the deemed investment earnings and losses credited to each of the
Participant's Accounts pursuant to Section 4.4, and (d) the total balance of
each of the Participant's Accounts as of the end of the period.


                                      -6-


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                                    ARTICLE V
                            CORPORATION CONTRIBUTIONS

                  Section 5.1. Matching Corporation Contributions.

                  (a) During each Plan Year, a minimum matching Corporation
         Contribution will be credited monthly, as of the last business day of
         each month, to each Participant's Corporation Contribution Account, at
         a rate with respect to the eligible portion (as described in Subsection
         (c)) of the Participant's Excess Salary Reduction Contributions equal
         to the rate of minimum Matching Contributions under the Guidant ESSOP.

                  (b) With respect to each Plan Year for which Guidant makes an
         additional Matching Contribution under the Guidant ESSOP in which the
         Participant is entitled to share, an additional matching Corporation
         Contribution will be credited to the each Participant's Corporation
         Contribution Account, as of the last day of the Plan Year, with respect
         to the eligible portion (as described in Subsection (c)) of the
         Participant's Excess Salary Reduction Contributions at a rate equal to
         the rate of the additional Matching Contribution under the Guidant
         ESSOP for the Plan Year.

                  (c) The portion of a Participant's Excess Salary Reduction
         Contributions eligible for matching Corporation Contributions for a
         Plan Year shall be the portion that, when added to the Participant's
         Salary Reduction Contributions under the Guidant ESSOP for the Plan
         Year, does not exceed six percent (6%) of the Participant's
         Compensation.

                  (d) If a Participant makes a Salary Reduction Contribution for
         a Plan Year that is not matched in the Guidant ESSOP solely because it
         is a Catch-Up Contribution, a minimum matching Corporation Contribution
         will be credited to the Participant's Corporation Contribution Account
         equal to the product of (a) times (b), where (a) is the portion of the
         Participant's Salary Reduction Contribution that is a Catch-Up
         Contribution, and (b) is the rate of minimum Matching Contributions
         under the Guidant ESSOP for that Plan Year. The minimum Matching
         Corporation Contribution will be credited to the Participant's
         Corporation Contribution Account as of the last business day of the
         month in which the related Salary Reduction Contribution is credited to
         the Participant's Account in the Guidant ESSOP. In addition, with
         respect to each Plan Year for which Guidant makes an additional
         Matching Contribution under the Guidant ESSOP in which the Participant
         is entitled to share, if the Participant has made a Salary Reduction
         Contribution that is not matched under the ESSOP solely because it is a
         Catch-Up Contribution, an additional matching Corporation Contribution
         will be credited to the Participant's Corporation Contribution Account,
         as of the last day of the Plan Year, equal to the product of (a) times
         (b), where (a) is the portion of the Salary Redirection


                                      -7-


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         Contribution that is a Catch-Up Contribution and (b) is the rate of
         additional Matching Contributions under the Guidant ESSOP for the Plan
         Year.

                  Section 5.2. Basic Corporation Contributions. During each Plan
Year, a basic Corporation Contribution will be credited monthly, as of the last
business day of each month, to each Participant's Corporation Contribution
Account, at a rate equal to the monthly rate of Basic Contributions made to the
Guidant ESSOP for the Plan Year, with respect to that portion of the
Participant's monthly Compensation that exceeds his monthly "base earnings" as
determined for purposes of the Guidant ESSOP.

                  Section 5.3. Supplemental Contributions. The Committee may
authorize additional contributions to be credited to a Participant's Account
pursuant to terms set forth in Appendix A. Any Supplemental Contributions so
authorized will be credited to a separate Supplemental Contribution Account for
that Participant. Supplemental Contributions will be credited with investment
earnings as provided in the applicable provisions of Appendix A, and a
Participant's Supplemental Contribution Account will be or become vested in
accordance with the applicable provisions of Appendix A.

                                   ARTICLE VI
                                     PAYMENT

                  Section 6.1. Time of Payment. The Corporation will pay the
Participant (or the Beneficiary of a deceased Participant) the vested portion of
his or her Accounts beginning as soon as administratively feasible after the
Participant's termination of employment with Guidant, unless the Participant has
effectively elected a later distribution date pursuant to Section 6.3.

                  Section 6.2. Form of Payment. Except as provided in Section
6.5, unless a Participant effectively elects another form of payment pursuant to
Section 6.4, the Participant's vested Accounts will be distributed in cash in
the form of five annual installment payments. The value of each installment
payment shall be determined in accordance with subsection 10.01(a)(3)(C) of the
Guidant ESSOP.

                  Section 6.3. Election of Later Payment Commencement Date.

                  (a) Subject to Subsection (b) and Section 6.5, a Participant
         may elect to have payment of his vested Accounts begin as of a date
         later than the time specified in Section 6.1 by filing an election with
         the Committee, in a form acceptable to the Committee, not later than
         two full years before the date on which the Participant terminates
         employment with Guidant. The election must specify the calendar year in
         which payment is to commence, and payment will commence in January of
         the designated calendar year. A Participant may change his or her
         election from time to

                                      -8-


<PAGE>
         time, but an election or change of election will be invalid and
         ineffective if it is made later than two full years before the date on
         which the Participant terminates employment with Guidant.

                  (b) A Participant may not elect a payment commencement date
         later than April 1 of the calendar year following the calendar year in
         which occurs the later of (1) the date the Participant reaches age 70
         1/2, or (2) the date the Participant terminates employment with
         Guidant.

                  Section 6.4. Election of Alternate Form of Payment.

                  (a) Subject to Subsection (b) and Section 6.5, a Participant
         may elect to have payment of his vested Accounts begin as of a date
         later than the time specified in Section 6.1 by filing an election with
         the Committee, in a form acceptable to the Committee, not later than
         two full years before the date on which the Participant terminates
         employment with Guidant. The election must specify the calendar year in
         which payment is to commence, and payment will commence in January of
         the designated calendar year. A Participant may change his or her
         election from time to time, but an election or change of election will
         be invalid and ineffective if it is made later than two full years
         before the date on which the Participant terminates employment with
         Guidant.

                  (b) A Participant may elect from the following alternate forms
         of distribution:

                           (1) a single lump sum cash payment;

                           (2) substantially equal annual installment payments
                  in cash over a period not greater than 10 years;

                           (3) substantially equal monthly, quarterly, annual,
                  or semiannual installments in the amount specified by the
                  Participant (payable until the Participant's Accounts are
                  exhausted); or

                           (4) a lump sum cash payment of a specified portion of
                  the Participant's accounts, with the balance paid in
                  substantially equal annual installments as described in
                  Paragraph (2) or (3) above.

                  Section 6.5. Special Distribution Rules.

                  (a) Notwithstanding any other provision of the Plan to the
         contrary, if the total value of the Participant's vested Accounts does
         not exceed $25,000, the Participant's Accounts will be distributed in a
         lump sum payment as soon as administratively feasible after the
         Participant terminates employment with Guidant. The payment will be
         made in cash.


                                      -9-


<PAGE>





                  (b) Notwithstanding any other provision of the Plan to the
         contrary, if a Participant terminates employment with Guidant for any
         reason other than death or Retirement, the total value of the
         Participant's vested Accounts will be distributed in a lump sum payment
         as soon as administratively feasible after the Participant terminates
         employment with Guidant. The payment will be made in cash.

                  Section 6.6. Payments With Respect to a Deceased Participant.

                  (a) If a Participant dies after termination of employment with
         Guidant and before a payment owing to that Participant has been paid,
         the payment will be paid to the Participant's Beneficiary at the time
         and in the form that it would have been paid to the Participant if the
         Participant had not died.

                  (b) If a Participant dies before he or she has terminated
         employment with Guidant, the Participant's vested Accounts will be
         distributed to the Participant's Beneficiary at the time and in the
         form that they would have been paid to the Participant if the
         Participant had terminated employment with Guidant on the date of his
         or her death.

                  (c) A Participant's Beneficiary will be the person or persons,
         including a trustee, designated by the Participant in writing pursuant
         to the rules prescribed by the Committee. To be effective, a
         Beneficiary designation must be filed with the Committee during the
         Participant's life on a form prescribed by the Committee. In the event
         that the Participant has not designated a Beneficiary or no designated
         Beneficiary survives the Participant, the Participant's Beneficiary
         will be his or her beneficiary under the Guidant ESSOP; provided,
         however, that if all of the Participant's benefits under the Guidant
         ESSOP were distributed before the Participant's death, then, for
         purposes of this Plan, the Participant's Beneficiary will be the
         person(s) who would have been the Participant's beneficiary under
         section 10.02 of the Guidant ESSOP if the Participant still had an
         unpaid account balance under the Guidant ESSOP as of the date of his or
         her death and died without designating a Beneficiary under the Guidant
         ESSOP.

                  Section 6.7. Payment on Unforeseeable Emergency. The Committee
may, in its sole discretion, direct payment to a Participant of all or part of
any portion of the Participant's benefits under the Plan 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 Section, "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


                                      -10-

<PAGE>





Participant's control. 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
         that the liquidation of the assets would not itself cause severe
         financial hardship, or

                  (c) By cessation of Excess Salary Reduction Contributions
         under the Plan.

                  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's Salary Reduction Contributions will cease as of
the first day of the month following approval and will not be permitted to
resume before the first day of the next Plan Year.

                                   ARTICLE VII
                        NATURE OF PARTICIPANT'S INTEREST

                  Section 7.1. Unsecured General Creditor. A Participant's
interest in his or her Accounts in the Plan will be that of an unsecured general
creditor of the Corporation, with no secured or preferential right to any assets
of the Corporation or Guidant or any other party for payment of benefits under
this Plan. Any property held by the Corporation or Guidant for the purpose of
generating cash flow for benefit payments will remain its general, unpledged and
unrestricted assets. The Corporation's obligation under this Plan will be an
unfunded and unsecured promise to pay benefits in the future.

                  Section 7.2. Trust Fund. The Corporation will be responsible
for the payment of benefits provided by the Plan. At its discretion, the
Corporation may establish one or more trusts, with such trustees as the Board of
Directors may approve, for the purpose of providing for the payment of Plan
benefits. Any trustee so appointed will be bonded in a manner satisfactory to
the Corporation. Whether or not such a trust is irrevocable, its assets will at
all times be subject to the claims of the Corporation's general creditors in the
event of the Corporation's insolvency. To the extent that any benefits under the
Plan are paid from such a trust, the Corporation will have no further obligation
to pay Plan benefits. Plan benefits not paid from a trust will remain the
Corporation's obligation.


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                  Section 7.3. No Right to Transfer Interest. Rights to benefits
payable under the Plan are not subject in any way to anticipation, alienation,
assignment, sale, transfer, pledge, or encumbrance.

                                  ARTICLE VIII
                                 ADMINISTRATION

                  Section 8.1. Committee. This Plan will be administered by the
Management Development and Compensation Committee of the Board of Directors.

                  Section 8.2. Powers of the Committee. Subject to any specific
limitations stated in the Plan, the Committee shall have the following powers,
duties, and responsibilities:

                  (a) To carry out the general administration of the Plan;

                  (b) To cause to be prepared all forms necessary or appropriate
         for the administration of the Plan;

                  (c) To keep appropriate books and records;

                  (d) To designate the classification of employees to be
         Eligible Employees under the Plan;

                  (e) To determine and authorize the payments due to
         Participants under the terms of the Plan;

                  (f) To adopt, amend, and rescind rules relating to the
         administration of the Plan, to the extent that those rules are
         consistent with the provisions of the Plan;

                  (g) To exercise all other powers and duties specifically
         conferred upon the Committee elsewhere in this document; and

                  (h) To interpret, with discretionary authority, the provisions
         of this Plan and to resolve, with discretionary authority, all disputed
         questions of Plan interpretation and benefit eligibility.


                                      -12-


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                  Section 8.3. Finality of Committee Determinations.
Determinations by the Committee, and any interpretation, rule, or decision
adopted by the Committee under the Plan or in administering the Plan, will be
final and binding for all purposes and upon all interested persons and their
heirs and personal representatives.

                                   ARTICLE IX
                              NO EMPLOYMENT RIGHTS

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

                                    ARTICLE X
                                  MISCELLANEOUS

                  Section 10.1. Amendment, Suspension, and Termination. The
Board of Directors will have the right to amend, suspend, or terminate the Plan
at any time; provided, however, that no such amendment, suspension, or
termination may reduce the benefits accrued under the Plan by a Participant who
has begun receiving benefit payments under the Plan as of the date of the
amendment, suspension, or termination, or reduce the Excess Salary Reduction
Contributions (exclusive of earnings) credited to a Participant prior to the
date of the amendment, suspension, or termination. The Committee will also have
the right to amend any provision of the Plan except provisions of Articles IX
and X.

                  Section 10.2. Board of Directors' Power to Delegate Authority.
The Board of Directors may, in its discretion, delegate to any person or persons
all or any part of the Board of Directors' authority and responsibility under
the Plan, including, without limitation, the authority to amend the Plan.

                  Section 10.3. Indemnification. The Corporation will indemnify
any individual who is a director, officer, or employee of Guidant, or his or her
heirs and legal representatives, against all liability and reasonable expense,
including counsel fees, amounts paid in settlement, and amounts of judgments,
fines, or penalties, incurred by or imposed upon him or her in connection with
any claim, action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, in connection with his or her duties under the Plan, provided
that the act or omission does not constitute gross negligence or willful
misconduct.

                  Section 10.4. No Impact on Other Benefits. Amounts accrued
under this Plan will not be included in a Participant's compensation for
purposes of calculating benefits under any other plan, program, or arrangement
sponsored by the Corporation or Guidant.



                                      -13-

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                  Section 10.5. Incapacity of Recipient. If a Participant
entitled to a distribution under the Plan is living under guardianship or
conservatorship, a distribution payable under the terms of the Plan to that
Participant will be paid to the appointed guardian or conservator, and that
payment will be a complete discharge of any liability of the Corporation under
the Plan.

                  Section 10.6. Data. Each Eligible Employee and Beneficiary
must furnish the Committee with all proof of dates of birth and death and other
proofs necessary for the administration of the Plan, and neither the Committee
nor the Corporation will be liable for the fulfillment of any obligations in any
way dependent upon such information unless or until the information has been
received by the Committee in a form satisfactory to it.

                  Section 10.7. Misstatements. If the age, sex, or any other
relevant fact relating to any Participant or Beneficiary is found to have been
misstated, the benefit payable with respect to the Participant or Beneficiary
will be the benefit that would have been provided on the basis of the correct
information. Any excess payments due to the misstatement will be repaid to the
Corporation or withheld by it from any further amounts otherwise payable under
the Plan, and any underpayment will be paid in full with the next payment due to
the Participant or Beneficiary.

                  Section 10.8. Taxes. To the extent required by law, amounts
credited under the Plan will be subject to federal social security and
unemployment taxes during the year in which the services giving rise to those
contributions were performed (or, if later, when the amounts are not subject to
a substantial risk of forfeiture). The Corporation will withhold from any
distributions made from the Plan such amounts as may be required by federal,
state, and local law.

                  Section 10.9. Applicable Law. The Plan will be construed and
administered under the laws of the State of Indiana, except to the extent that
such laws are preempted by federal law.

                  Section 10.10. Usage of Terms and Headings. Words in the
masculine gender will include the feminine, and the singular will include the
plural, and vice versa, unless qualified by the context. Any headings are for
ease of reference only and are not to be construed to alter the terms of the
Plan.


                                      -14-

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                                   APPENDIX A

                  Section A.1. Supplemental Contributions for Guido Neels.
Effective as of January 1, 2003, a Supplemental Contribution Account will be
established for Participant Guido Neels and will be credited with Supplemental
Contributions of $84,000 as of January 1, 2003. An additional Supplemental
Contribution of $84,000 will be credited to Neels' Supplemental Contribution
Account as of each subsequent January 1 as of which Neels is employed by Guidant
in an executive position in the United States. Neels' Supplemental Contribution
Account will be credited with investment earnings at the rate of 7% per annum.
Earnings on Neels' Supplemental Contribution Account will be credited monthly,
as of the last business day of each month. Neels' Supplemental Contribution
Account will be 100% vested at all times.