December 5, 2005

     Board of Directors
     Guidant Corporation
     111 Monument Circle, Suite 2900
     Indianapolis, IN 46204
     Attn: James M. Cornelius
     Chairman of the Board

     Dear Jim:

     We are pleased to submit this proposal to combine the businesses of our
     two companies, subject to the terms and conditions discussed below.  Our
     proposal presents a unique opportunity to create the premier
     cardiovascular device company in the world, combining world-leading
     products, knowledgeable and experienced employees and world-class
     research capabilities.  The combination of the two companies will create
     a global leader in the development of advanced medical devices and the
     treatment of cardiac and vascular disease.  We believe our proposal is
     superior, both financially and strategically, to Johnson & Johnson's
     revised offer as contemplated by your amended merger agreement with
     Johnson & Johnson.

     We propose to acquire all the shares of Guidant for a combination of cash
     and stock at a price of $72 per Guidant share.  Under our proposal, each
     Guidant share will be exchanged for $36 in cash and a fixed number of
     shares of Boston Scientific common stock having a value of $36 on or
     about the date that a definitive merger agreement between Boston
     Scientific and Guidant is signed.

     Our proposal provides Guidant shareholders with approximately $3 billion
     of additional aggregate value over the revised Johnson & Johnson offer,
     and represents a premium of approximately 14% over the revised Johnson &
     Johnson offer, based on Friday's closing price of Johnson & Johnson's
     shares.  Under our proposal, upon consummation of the proposed
     transaction, based on Friday's closing price of our shares, Guidant
     shareholders would own approximately 35% of the combined company.  We
     believe that our current share price does not reflect the true value of
     our company, and that the stock component of our proposal presents your
     shareholders with the opportunity for significant additional upside over
     and above the benefits that we believe would result from the proposed
     combination.

     We have received commitment letters from Bank of America, N.A. and
     Merrill Lynch & Co., for all the financing we need to consummate the
     proposed transaction.

     Our proposal is subject to completion of a confirmatory due diligence
     review of your company.  We are available to commence our due diligence
     review immediately, and we are confident that, with your cooperation, we
     can complete our review and be in a position to execute a definitive
     transaction agreement by year end.  Depending on the outcome of our
     review, we may be able to structure the transaction such that receipt of
     our shares could be tax-free to your shareholders.  We are also prepared
     to give you and your representatives access to our non-public information
     for purposes of your due diligence review of us.

     Our board of directors has unanimously approved the submission of our
     proposal.  Any definitive transaction between Boston Scientific and
     Guidant would, however, be subject to the final approval of our board and
     our shareholders.  As you know, approximately 30% of our shares are owned
     by entities affiliated with John Abele and Pete Nicholas.  Both fully
     support the proposed transaction.  Our proposal is not subject to any
     financing condition.

     We are prepared to enter into a merger agreement that would provide
     greater value to your shareholders and would otherwise be substantially
     similar to the one that you entered into with Johnson & Johnson.  We have
     conducted a review of the antitrust issues that will be raised by the
     proposed transaction, and we are confident that we will be able to
     address these issues quickly.  To that end, we are prepared to divest
     Guidant's vascular intervention and endovascular businesses, while
     retaining shared rights to Guidant's drug eluting stent program.  We
     believe that the proposed transaction could close in the first quarter of
     2006.

     Our two companies share a proud, common heritage as healthcare innovators
     with a global reach and orientation.  We have great respect for Guidant,
     its businesses and operations, management and employees.  We are
     confident in our ability to combine successfully the two companies to
     enhance opportunities and create additional value for shareholders.  As
     you know, we are a company that has grown through acquisitions.  We have
     a proven track record in optimizing the performance of the companies that
     we have acquired, and we are confident that our respective management
     teams would manage the integration of our companies in such a way as to
     maximize the benefits for all our shareholders.

     This letter is not intended to create or constitute any legally binding
     obligation, liability or commitment by us regarding the proposed
     transaction, and, other than any confidentiality agreement we may enter
     into with you, there will be no legally binding contract or agreement
     between us regarding the proposed transaction unless and until a
     definitive merger agreement is executed.

     We and our financial advisors, Merrill Lynch & Co., Bear, Stearns & Co.
     Inc. and Banc of America Securities LLC, and our legal advisors, Shearman
     & Sterling LLP, are prepared to move forward immediately with our
     proposal.  We believe that it presents a compelling opportunity for both
     our companies, and look forward to your prompt response.

     Very truly yours,

     /s/ Pete Nicholas             /s/ Jim Tobin

    Contacts

    Milan Kofol (508-650-8569)
    Investor Relations, Boston Scientific Corporation

    Paul Donovan (508-650-8541)
    Media Relations, Boston Scientific Corporation

    Joele Frank / Andrew Brimmer (212-355-4449)
    Joele Frank, Wilkinson Brimmer Katcher