Executive Stock Ownership Guidelines

Stock Ownership Guidelines
To create additional owner commitment and to emphasize shareholder value creation, Edwards Lifesciences’ adopted stock ownership guidelines for its executive officers beginning in September 2000, shortly after the company’s inception. Stock ownership guidelines were to be satisfied by September 2005 for executive officers who were executives in September 2000, and within five years of becoming an executive officer for those who became executive officers subsequent to September 2000. Under these guidelines, the company’s chairman and CEO is required to own shares of Edwards stock with an aggregate market value equal to six times his current base salary; the other executive officers are required to own shares with an aggregate market value equal to three times the executive’s current annual base salary. Shares that count toward meeting the guidelines include the shares held directly or under company plans, restricted stock and restricted stock units, and 25% of the value of vested in-the-money stock options. Executives who have met guidelines are expected, absent unusual circumstances, to maintain compliance with their target ownership levels. Target ownership levels are adjusted as the executives’ annual base salaries change. As of December 31, 2006, each executive officer had achieved, or is on schedule to achieve, his or her targeted level of stock ownership within the allotted time.

10b5-1 Stock Trading Plan
On March 17, 2006, Edwards Lifesciences’ chairman and CEO, Michael A. Mussallem, adopted a pre-arranged stock trading plan under Rule 10b5-1 of the Securities and Exchange Act of 1934. The plan provides a vehicle for Mussallem to exercise Edwards stock options, including options due to expire in 2007 and 2008, to support his strategy for philanthropic giving, asset diversification and the retirement of a home mortgage loan. (This loan was subsequently retired in December 2006.) The plan provides for the exercise and sale of up to 14,000 shares per month.

Mussallem is presently in full compliance with Edwards’ stock ownership guidelines for its executive officers and intends to remain in compliance throughout this stock trading plan. Transactions under this plan are disclosed publicly through Form 144 and Form 4 filings with the U.S. Securities and Exchange commission (SEC). The Form 4 filings are also posted on Edwards’ investor relations Web site at http://www.edwards.com/InvestorRelations/SECFilings.htm.

The stock trading plan was adopted in accordance with SEC guidelines. Rule 10b5-1 allows corporate insiders to adopt written, pre-arranged stock trading plans to buy or sell a specified number of shares of company stock. Insiders may adopt such plans when they are not in possession of material, inside information in order to gradually change their investment portfolio to minimize any market effect of stock sales or purchases by spreading them out over an extended period of time, and to avoid concerns about initiating stock transactions while in possession of material, non-public information.

A press release regarding Mussallem's 10b5-1 trading plan was also issued on March 17, 2006.