CORPORATE OVERVIEW

Guidant Code of Business Conduct

Message on Corporate Responsibility

Continued honest and ethical business conduct will earn Guidant the trust of customers, patients, suppliers, investors, regulators, and fellow employees, while sustaining our long-term commitment to our shareholders.

Guidant is a leader in the medical technology industry. We believe that conducting our business in accordance with high standards of business conduct is fundamental to our ability to succeed in the marketplace. We are committed to being an innovative, unique, world-class corporation. The only way to achieve this commitment is by providing a high standard of leadership, along with unquestionable integrity. Continued honest and ethical business conduct will earn Guidant the trust of customers, patients, suppliers, investors, regulators and fellow employees, while sustaining our long-term commitment to our shareholders.

The key to corporate integrity lies with all of us. You have a responsibility to uphold this dedication to corporate ethics and compliance on a daily basis. You are expected to:

  • Know and follow the Code of Business Conduct.
  • Know and comply with the requirements and expectations that apply to your job.
  • Take responsibility for your own conduct.
  • Report suspected violations of the Code of Business Conduct to the global compliance office or otherwise as set forth in the Code.
  • Cooperate with any investigation of an alleged violation of the Code of Business Conduct.

Personal integrity, upheld on a day-to-day basis, is the unshakable foundation for corporate integrity. This Code of Business Conduct, which has been approved by a committee of Guidant's board of directors, is provided to outline appropriate business conduct and the mechanisms available for addressing issues and questions. It is essential that you take time to read and understand it. Your dedication to these principles will enhance our corporate reputation for excellence and quality, and allow you to feel a sense of pride at the end of each day for what we have accomplished together. Guidant thanks you for your cooperation and support.

Sincerely,

James M. Cornelius

Chairman of the Board

Ronald W. Dollens

President and Chief Executive Officer