X0202 4 2006-04-21 1 0000929987 GUIDANT CORP GDT 0001069006 NOVITCH MARK M D C/O GUIDANT CORPORATION 111 MONUMENT CIRCLE INDIANAPOLIS IN 46204-5129 1 0 0 0 Common Stock 2006-04-21 4 D 0 14423 D 0 D Common Stock 2006-04-21 4 D 0 812 D 0 I As Custodian for Daughter Director Stock Option (right to buy) 34.265 2006-04-21 4 D 0 8000 D 2008-05-18 Common Stock 8000 0 D Director Stock Option (right to buy) 52.69 2006-04-21 4 D 0 4000 D 2009-05-17 Common Stock 4000 0 D Director Stock Option (right to buy) 58.53 2006-04-21 4 D 0 10000 D 2010-05-14 Common Stock 10000 0 D Director Stock Option (right to buy) 37.08 2006-04-21 4 D 0 10000 D 2011-05-21 Common Stock 10000 0 D Director Stock Option (right to buy) 31.09 2006-04-21 4 D 0 3000 D 2011-07-20 Common Stock 3000 0 D Director Stock Option (right to buy) 37.70 2006-04-21 4 D 0 7500 D 2012-05-18 Common Stock 7500 0 D Common Stock 40.925 2006-04-21 4 D 0 10000 D 2013-05-19 Common Stock 10000 0 D Common Stock 59.01 2006-04-21 4 D 0 10000 D 2014-05-18 Common Stock 10000 0 D Common Stock 73.31 2006-04-21 4 D 0 7500 D 2015-05-16 Common Stock 7500 0 D Pursuant to an Agreement and Plan of Merger, dated as of January 25, 2006 (the "Merger Agreement"), by and among Boston Scientific Corporation ("Boston Scientific"), Guidant Corporation ("Guidant"), and Galaxy Merger Sub, Inc., each share of Guidant common stock issued and outstanding immediately prior to the effectiveness of the merger on April 21, 2006 (the "Effective Time"), was converted into the right to receive (i) 1.6799 shares of Boston Scientific common stock (the "Exchange Ratio") and (ii) $42.28 in cash (which includes an aggregate per share interest payment of $0.28). Pursuant to the Merger Agreement, at the Effective Time, this option was assumed by Boston Scientific and converted into an option to purchase that number of shares of Boston Scientific common stock (rounded down to the nearest whole share) equal to the sum of (x) the product of (A) the number of shares of Guidant common stock subject to this option and (B) the Exchange Ratio and (y) the product of (A) the number of shares of Guidant common stock subject to this option and (B) the Cash Portion Option Exchange Multiple, at an exercise price per share of Boston Scientific common stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (1) the aggregate exercise price for the shares of Guidant common stock subject to this option by (2) the aggregate number of shares of Boston Scientific common stock to be subject to such option after giving effect to such adjustments. The Cash Portion Option Exchange Multiple was 1.9056. Diane Barker by Power of Attorney for Mark Novitch, M.D. 2006-04-25