THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Guidant Corporation (GDT)

2/15/2005 10-K Information

In November 2003, Guidant entered into an agreement to invest up to $500,000 in a technology accelerator company that is affiliated with Duke University, all of which has been invested to date. Dr. Johnson was a founder of the company and had served as the chair of the board of directors. Upon the closing of the investment round in which the company participated, Dr. Johnson resigned from the board and divested her equity interests without compensation pursuant to Duke University policy; however, she continues to serve as an ex officio member of the company’s board of directors. In 2004, the son of director J.B. King became employed with the Company as a field clinical representative. Compensation for that portion of 2004 was approximately $60,000.

In 2004, the son of director J.B. King became employed with the Company as a field clinical representative. Compensation for that portion of 2004 was approximately $60,000.

3/22/2004 Proxy Information

During 2003, the company had an outstanding down payment assistance loan to Dr. John Capek, a former executive officer who remains affiliated with the company. The interest-free loan was extended in 2000 to assist Dr. Capek with his relocation from Germany to California. The maximum outstanding balance during 2003 was $292,997. Following payment of annual bonuses for 2003, the remaining outstanding balance for Dr. Capek was $275,225. Dr. Capek will continue to repay his loan through annual corporate bonuses. The loan was extended prior to the passage of the Sarbanes-Oxley Act. While the company believes that such loans may be an appropriate means to support an employee’s relocation at the company’s request, the company no longer extends loans to executive officers.

In November 2003, Guidant entered into an agreement to invest up to $500,000 in a technology accelerator company that is affiliated with Duke University, of which $250,000 has been committed and $125,000 invested to date. Dr. Johnson was a founder of the company and had served as the chair of the board of directors. Upon the closing of the investment round in which the company participated, Dr. Johnson resigned from the board and divested her equity interests without compensation pursuant to Duke University policy.

Mr. J.B. King acts as counsel to the law firm of Baker & Daniels, which provides legal services to Guidant (representing less than one percent of Baker & Daniels’ revenues and a de minimis portion of the company’s legal expenses).

James M. Cornelius previously served as executive Chairman from 1995 until his retirement as an employee in August 2000.

3/21/2003 Proxy Information

Mr. J.B. King acts as counsel to the law firm of Baker & Daniels, which provides legal services to Guidant (representing less than one percent of Baker & Daniels’ revenues and a de minimis portion of the company’s legal expenses)