EXHIBIT 10.1

Performance Incentive Plan
Performance Period January 1 — December 31

I.

Purpose of the Plan

The purpose of the Boston Scientific Corporation Performance Incentive Plan (“Plan”) is to align Boston Scientific and employee interests by providing incentives for the achievement of key business milestones and individual performance objectives and   to focus   attention   on company-wide quality, all of which are critical to the success of Boston Scientific. For covered employees, the 2010 Plan is established under section 4.a.(9) of the Boston Scientific Corporation 2003 Long-Term Incentive Plan and is intended to qualify for the performance-based compensation exception under Section 162(m) of the Internal Revenue Code (“Code”).

II.

Eligible Participants

The Plan year runs from January 1 – December 31. The Plan covers all United States employees determined by Boston Scientific to be regular salaried exempt employees (excluding all term employees) who are ineligible for commissions under any sales compensation plan. The Plan also covers those Boston Scientific International and expatriate/inpatriate employees selected by Boston Scientific for participation. The Plan also does not include any employees who are eligible for any other Boston Scientific incentive plan or program unless the terms of that plan or program expressly permit participation in both that plan or program and this Plan.

Employees who meet the above eligibility criteria and who have at least two full months of eligible service during the Plan year may participate in the Plan on a prorated basis, except to the extent such participation would not be not consistent with Section 162(m) of the Code. Proration will be based on the percentage of time the employees were eligible to participate under all applicable criteria and in the following circumstances: if (1) they have less than one year of eligibility during the Plan year, or (2) they have changed their business unit during the Plan year.

Employees who have less than two full months of eligible service during the Plan year are not eligible to participate in the Plan. Boston Scientific may review Plan participation eligibility criteria from time to time and may revise such criteria at any time, even within a Plan year, with or without notice and within its sole discretion; to the extent that such criteria apply to Boston Scientific’s executive officers, this discretion is reserved to Boston Scientific’s Board of Directors (the “Board”) or the Executive Compensation and Human Resources Committee of the Board (the “Committee”).

This Plan does not confer eligibility on any employee on leave of absence status. The period of eligible service for purposes of this Plan may be affected by a leave of absence.

Because timely completion of the annual performance review objective setting process is critical to effective administration of the Plan, Boston Scientific reserves the right to deny eligibility to employees and managers of those employees who do not timely complete the annual performance review objective setting process in a given calendar year.

III.

Incentive Targets

It is Boston Scientific’s aim to provide incentive and reward opportunities to employees for world-class performance. Incentive targets have been established for all eligible participants. These incentive targets represent a projected incentive payment as a percentage of base salary. Above market rewards can be earned for above market performance.

IV. Boston Scientific Performance Measures and Incentive Pool Funding

There are four main steps to establishing the minimum and maximum available pay opportunity under this program.

Step One: Identify metrics and weighting

Boston Scientific will identify critical performance measures and the weighting of total Boston Scientific and Group/Division/Region/Country financial performance. The Committee will establish performance goals and the associated minimum target and maximum incentive pool funding resulting from attainment of such goals within the first ninety days of the Plan year. The performance measures and weighting will be identified in the form of an annual financial plan. (See Performance Measures and Funding Document).

Step Two: Measure achievement to annual financial plan performance

The performance for each metric will be evaluated separately. Boston Scientific will fund between 0% and 150% of the weighted target based on achievement to annual financial plan performance. Funding in excess of 100% of the weighted target will be at the discretion of the Committee. The total funding pool will be the sum of all metric results for Boston Scientific or the Group/Division/Region/Country.

S t ep Three: Establish minimum and maximum individual opportunity

The employee’s opportunity is comprised of a team component and an individual performance component. The team component (75%) is non-discretionary based on the level of financial performance achieved. The individual component (25%) is discretionary. It is based on the level of individual performance as determined by Boston Scientific in its discretion.

Individual performance objectives are established as part of the annual performance review process. All incentive eligible employees are required to develop a set of written, measurable, annual objectives, including a Quality specific objective. The direct manager should make the final determination concerning the objectives.

Based on Boston Scientific’s assessment of an employee’s performance, the individual performance component can be modified by multiplying it by a factor that ranges from 0% - 200%. For example, if an employee’s individual component is adjusted based on the 200% maximum for individual performance, the individual component of the employee’s incentive opportunity will be 50% ( i.e., 25% x 200%).

An employee’s incentive opportunity ranges from 75% to 125% (75% team component + 0% up to 50% individual component) of the funding level determined based on achievement to annual financial plan performance. For Code Section 162(m) purposes, the maximum incentive opportunity is 125% of the incentive funding based on achievement, and individual performance will be taken into account through the exercise of negative discretion.

The total range of available payment will be from 0% to 187.5% of an employee’s incentive target.

Minimum Pay Example (0%):

if the total metric funding based on achievement to annual financial plan performance is 0%, then 75% (combination of team component and minimum individual performance) of 0% equals 0%.

Maximum Pay Example (187.5%):

if the total metric funding based on achievement to annual financial plan performance is 150%, then 125% (combination of team and maximum individual performance) of 150% equals 187.5%.

Step Four: Assess Quality

Further, in determining the level of funding for the incentive payments, the Committee retains the right to modify downward and/or eliminate the incentive pool funding based on its determination, within its sole discretion, of Boston Scientific’s progress made toward achievement of Boston Scientific’s quality objectives and the performance of Boston Scientific’s company-wide Quality System.

V. Incentive Payment Calculation

The incentive payment for the team component will be determined by (1) multiplying the employee’s incentive target by the funding pool percentage for the applicable business unit and (2) multiplying the result by 75%.

The incentive payment for the individual component will be determined by (1) multiplying the employee’s incentive target by the funding pool percentage for the applicable business unit, (2) multiplying the result by 25% and (3) applying an individual performance modifier of 0% up to 200%. The individual component may vary based on that individual’s overall performance and achievement of objectives, including an assessment of achievement relative to other eligible employees in the applicable business unit. For Code Section 162(m) purposes, the individual component is determined using a maximum of 200% modifier and individual performance is taken into account through the exercise of negative discretion from that amount.

The total of incentive payments to all eligible individuals may not exceed the total applicable funding pool(s).

The unweighted funding levels for Boston Scientific and Group/Division/Region/Country performance will be based on the Performance Funding outlined in the Performance Measures and Funding document.

VI.

Payment Criteria

A participant must be employed by Boston Scientific on December 31 of the Plan year to be eligible to receive any award pay-out under the Plan. For example, a participant who is not required to report to work during any notification period applicable under any Boston Scientific severance or separation plan, but who is still an employee on December 31, will remain eligible to receive any award pay-out under the Plan. A participant who specifically has been exempted under a specially designed, written Boston Scientific plan or program from the requirement to be employed on December 31 may remain eligible, depending on the terms of the applicable written plan document; in such cases, the terms of such written plan document will govern in all respects, including as to eligibility, timing and amount of any incentive payment.

Also notwithstanding anything herein, a participant whose employment ceases prior to December 31 of the Plan year by reason of “layoff” as that term is defined by the Boston Scientific Corporation Severance Pay and Layoff Notification Plan (as Amended and Restated) but who has otherwise met all Plan eligibility criteria may participate in the Plan on a prorated basis, proration to be based on the percentage of time the participant was employed and eligible to participate under the applicable criteria.

Also notwithstanding anything herein, a participant whose employment ceases prior to December 31 of the Plan year but who has otherwise met all Plan eligibility criteria and who, as of the date of such cessation of employment, (1) has attained age 50, (2) has accrued at least five years of service with Boston Scientific and (3) whose age and years of service as of such date equals or exceeds 62, may participate in the Plan on a prorated basis, proration to be based on the percentage of time the participant was employed and eligible to participate under all applicable criteria; further, a participant whose employment ceases prior to December 31 of the Plan year by reason of death but who otherwise met all Plan eligibility criteria may participate in the Plan on a prorated basis, proration to be based on the percentage of time the participant was employed and eligible to participate under the applicable criteria.

Pro-rated bonuses under this section are payable only to the extent financial goals are met. Consistent with non-prorated bonuses, the Committee reserves the right to modify downward and/or eliminate the incentive pool funding based on its determination, within its sole discretion, of Boston Scientific’s progress made toward achievement of Boston Scientific’s quality objectives and the performance of Boston Scientific’s company-wide Quality System.

Also notwithstanding anything herein, incentive payments for participants who have a change in standard hours (part-time to full-time, full-time to part-time) will be based on the full-time equivalent target and average annualized salary.

Except as noted above, all incentive payments will be based on a participant’s salary and incentive target as of December 31 of the Plan year. Incentive payments will be made by March 15 of the year following the Plan year after written resolution of the attainment of financial goals by the Committee. Incentive payments are typically paid in one installment. The maximum incentive payment payable for the Plan year to a covered employee for purposes of Code Section 162(m) is $2,500,000. Nothing in this Plan guarantees any incentive payment will be made to any individual. Receipt of an incentive payment in one year does not guarantee eligibility in any future year.

VII. Incentive Compensation Recoupment Policy

To the extent permitted by governing law, the Board will seek reimbursement of incentive compensation paid to any executive officer in the event of a restatement of Boston Scientific’s financial results that reduced a previously granted award’s size or payment. In that event, Boston Scientific will seek to recover the amount of the performance incentive award paid to the executive officers which is in excess of the amounts that would have been paid based on the restated financial results.

VIII. Termination, Suspension or Modification and Interpretation of the Plan

The Board may terminate, suspend or modify and if suspended, may reinstate with or without modification all or part of the Plan at any time, with or without notice to the participant. The Committee has sole authority over administration and interpretation of the Plan and retains its right to exercise discretion as it sees fit.

The Committee reserves the exclusive right to determine eligibility to participate in this Plan and to interpret all applicable terms and conditions, including incentive targets and eligibility criteria for Boston Scientific executive officers, except that the Executive Vice President and General Counsel and Senior Vice President, Human Resources may administer, determine eligibility to participate in the Plan and interpret all applicable terms and conditions for employees who are not Boston Scientific executive officers. Boston Scientific’s determinations and interpretations shall be conclusive.

No trust, account or other separate collection of amounts is established for the payment of incentive awards under the Plan, and therefore there is no guarantee that all Plan funding will be paid to participants.

IX. Other

This document sets forth the terms of the Plan and is not intended to be a contract or employment agreement between the participant and Boston Scientific. As applicable, it is understood that both the participant and Boston Scientific have the right to terminate the participant’s employment with Boston Scientific at any time, with or without cause and with or without notice, in acknowledgement of the fact that their employment relationship is “at will.”

EXHIBIT 10.2

Performance Share Plan (“Plan”)
Performance Period January 1, 2010 — December 31, 2012

I.

Purpose of the Program

The purpose of the Program is to align Boston Scientific’s executive compensation program with the interests of shareholders and to reinforce the concept of pay for performance by comparing the Total Shareholder Return (“TSR”) of shares of Boston Scientific Corporation Common Stock (the “Common Stock”) to the TSR of companies included in the S&P 500 Healthcare Index over a three-year period beginning on January 1, 2010.

The Program shall be administered under the Boston Scientific Corporation 2003 Long-Term Incentive Plan (the “2003 LTIP”). Defined terms not explicitly defined in this Program document but defined in the 2003 LTIP shall have the same meaning as in the 2003 LTIP. For covered employees, the 2010 Plan is established under section 4.a.(9) of the Boston Scientific Corporation 2003 Long-Term Incentive Plan and is intended to qualify for the performance-based compensation exception under Section 162(m) of the Internal Revenue Code (“Code”).

Boston Scientific must achieve performance greater than the median TSR of the S&P 500 Healthcare Index for eligible executives to earn the target award under the Program (as set forth in Section III below).

II.

Eligible Participants

The Program covers members of the Executive and Operating Committees on the date that awards are granted under the Program.

The Executive Compensation and Human Resources Committee of the Board of Directors (the “Committee”) may review Program eligibility criteria for participants in the Program from time to time and may revise such criteria at any time, even within a Program year, with or without notice and within its sole discretion.

III. Performance Share Units

The performance share units granted under the Program (the “Performance Share Units”) shall vest based on the TSR of the Common Stock relative to the TSR of companies in the S&P 500 Healthcare Index. The Common Stock underlying the Performance Share Units awarded under the Program will be granted under the Boston Scientific 2003 LTIP.

The TSR for Boston Scientific and all companies in the S&P 500 Healthcare Index will be measured in three annual Performance Cycles (as defined below) over a three-year period beginning January 1, 2010 and ending on December 31, 2012 (the “Performance Period”).

The final TSR calculation for determination of Performance Share Units that will vest will be the simple average of the TSR as measured based on each of the three annual Performance Cycles.

The Performance Share Units will pay out in shares of Common Stock in a range of 0% to 260% of the target number of Performance Share Units awarded to the participant as follows:

The Performance Share Units will pay out linearly between each set of data points.

Following the end of the Performance Period, the Committee shall determine the number of             shares of Common Stock earned, which determination shall be final and binding. Shares of Common Stock earned will be delivered or otherwise made available to the participant no later than March 15, 2013.

IV.

Total Shareholder Return

The TSR for Boston Scientific and each company in the S&P 500 Healthcare Index shall include any cash dividends paid during the Performance Period and shall be determined as follows:

Total Shareholder Return for each Performance Cycle =

(Change in Stock Price + Dividends Paid) / Beginning Stock Price

Total Shareholder Return for the three-year Performance Period =

Results of (Performance Cycle 1 + Performance Cycle 2 + Performance Cycle 3) / 3

“ Beginning Stock Price ” means the daily average closing price as quoted on the New York Stock Exchange or the NASDAQ Global Select Market, as applicable, of one (1) share of common stock for the two calendar months prior to the beginning of each Performance Cycle.

“ Change in Stock Price ” means the difference between the Beginning Stock Price and the Ending Stock Price.

“ Dividends Paid ” means the total of all cash dividends paid on one (1) share of stock during the applicable Performance Cycle.

“ Ending Stock Price ” means the daily average closing price as quoted on the New York Stock Exchange or the NASDAQ Global Select Market, as applicable, of one (1) share of common stock for the last two calendar months of the Performance Cycle.

“ Performance Cycle ” means the annual period commencing each January 1 and ending on December 31 during the Performance Period.

“ Performance Cycle 1” is the Performance Cycle during which the Beginning Stock Price is determined as of January 1, 2010 and the Ending Stock Price is determined as of December 31, 2010.

“ Performance Cycle 2” is the Performance Cycle during which the Beginning Stock Price is determined as of January 1, 2011 and the Ending Stock Price is determined as of December 31, 2011.

“ Performance Cycle 3” is the Performance Cycle during which the Beginning Stock Price is determined as of January 1, 2012 and the Ending Stock Price is determined as of December 31, 2012.

Example: If the Beginning Stock Price for a company was $25.00 per share, and the company paid $2.50 in dividends over the Performance Cycle, and the Ending Stock Price was $30.00 per share (thereby making the Change in Stock Price $5.00 ($30.00 minus $25.00)), then the TSR for that company would be thirty percent (30%). The calculation is as follows: 0.30 = ($5.00 + $2.50) / $25.00

V.

Calculation of Percentile Performance

Following the calculation of the TSR for the Performance Period for Boston Scientific and each of the companies in the S&P 500 Healthcare Index, Boston Scientific and the companies in the S&P 500 Healthcare Index will be ranked, in order of maximum to minimum, according to their respective TSR for the Performance Period.

After this ranking, the percentile performance of Boston Scientific as compared to the other companies in the S&P 500 Healthcare Index shall be determined by the following formula:

“P” represents the percentile performance which will be rounded, if necessary, to the nearest whole percentile by application of regular rounding.

“N” represents the number of companies in the S&P 500 Healthcare Index, including Boston Scientific.

“R” represents Boston Scientific’s ranking versus the other companies in the S&P 500 Healthcare Index.

Example: If Boston Scientific ranked 10 ^th out of 54 companies, the performance will be in the 83 ^rd percentile.

The companies currently included in the S&P 500 Healthcare Index can be found in Appendix A attached hereto.

If two companies in the S&P 500 Healthcare Index merge, the surviving company shall remain in the S&P 500 Healthcare Index.

If a company in the S&P 500 Healthcare Index merges with, or is acquired by, a company that is not in the S&P 500 Healthcare Index, and the company in the S&P 500 Healthcare Index is the surviving company, then the surviving company shall be included in the S&P 500 Healthcare Index.

If a company in the S&P 500 Healthcare Index merges with, or is acquired by, a company that is not in the S&P 500 Healthcare Index, and the company in the S&P 500 Healthcare Index is not the surviving company or the surviving company is no longer publicly traded, then the surviving company shall not be included in the S&P 500 Healthcare Index.

Notwithstanding the foregoing, if a company in the S&P 500 Healthcare Index ceases to be listed in the Healthcare Sector under the Standard & Poor’s Global Industry Classification Standard (GICS) at anytime during the Performance Period (including after a merger, acquisition or other business transaction described above), then it shall not be included in the S&P 500 Healthcare Index.

VII.

Payment Criteria

A participant must be employed by Boston Scientific on December 31, 2012 to be eligible to receive the full award under the Program. Except as set forth below with respect to a Change in Control or termination of employment as a result of Retirement, death, or Disability, no Performance Share Units shall vest prior to December 31, 2012.Participants on military, sick or other bona fide leave of absence on December 31, 2012 will not be deemed to have terminated employment with Boston Scientific if such absence does not exceed 180 days or, if longer, if the participant retains the right by statute or by contract to return to employment with Boston Scientific.

If a participant’s employment with Boston Scientific terminates before the end of the Performance Period, any unvested Performance Share Units shall be forfeited on the effective date of the termination of employment, except in connection with Retirement, death, Disability or upon a Change in Control as outlined below.

Upon a Change in Control or if a participant’s employment terminates due to Retirement, death, or Disability after the end of Performance Cycle 1 (December 31, 2010) but prior to the end of the Performance Period, the Performance Share Units shall remain outstanding and             shares of Common Stock shall be issued on a prorated basis in accordance with Section III but using the the date of the participant’s termination of employment (as described below). The number of prorated shares to be issued to the participant, if any, will be approved by the Committee at its next regular meeting.

The number of shares to be issued on a prorated basis shall be determined as follows: (# Performance Share Units awarded) * ((# of months worked during the Performance Period, rounded to nearest whole month) / 36). This result will be multiplied by either the Performance Cycle 1 percentile performance funding amount (as calculated according to the chart in Section III) or the average of the Performance Cycle 1 and Performance Cycle 2 percentile performance funding amount (as calculated according to the chart in Section III), depending on the date of the Change in Control or the date participant’s employment is terminated due to Retirement, death or Disability.

VIII.

Termination, Suspension or Modification and Interpretation of the Program

The Committee has sole authority over administration and interpretation of the Program and retains its right to exercise discretion as it sees fit. The Committee may terminate, suspend or modify and if suspended, may reinstate with or without modification all or part of the Program at any time, with or without notice to the participant. The Committee reserves the exclusive right to determine eligibility to participate in this Program and to interpret all applicable terms and conditions, including eligibility criteria.

IX. Other

This document sets forth the terms of the Program and is not intended to be a contract or employment agreement between the participant and Boston Scientific. As applicable, it is understood that both the participant and Boston Scientific have the right to terminate the participant’s employment with Boston Scientific at any time, with or without cause and with or without notice, in acknowledgement of the fact that their employment relationship is “at will.”

EXHIBIT 10.3

Form of Executive Committee
Change in Control Agreement

(Date)

[Name of Executive]
[Address of Executive]

Re: Change in Control Agreement

Dear [Name of Executive]:

Boston Scientific Corporation (the “ Company ”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. Further, the Board of Directors of the Company (the “ Board ”) recognizes that the possibility of a change in control exists, and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the management of the Company, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from any possible change in control of the Company. In connection with (and as an additional inducement for) entering into this letter agreement (the “ Agreement ”) in substitution for and termination of your current Retention Agreement, dated as of        , 200        (the “ Retention Agreement ”), you will be granted a nonqualified stock option award by the Company having a value of $15,000, and an exercise price equal to the closing price of Company common stock, as of the date that such award is granted.

In order to induce you to remain in the employ of the Company, the Company agrees that you shall receive the severance benefits set forth in this Agreement in the event your employment with the Company is terminated subsequent to a Change in Control (as defined herein) under the circumstances described below.

1. Term of the Agreement. Sections 2, 3, 4, 5 and 6 of this Agreement shall only be applicable if a Change in Control occurs during the period beginning on [ ], 2009 (the “ Effective Date ”) and ending on the earlier of the (i) third anniversary of the Effective Date and (ii) termination of your employment with the Company for any reason prior to a Change in Control (the “ Term ”). If a Change in Control does not occur during the Term, this Agreement will automatically terminate at the end of the Term.

2. Termination Following a Change in Control. If a Change in Control occurs at any time during the Term, you will be entitled to the benefits provided in Section 3 hereof upon the subsequent termination of your employment by the Company without Cause (as defined herein) or by you for Good Reason (as defined herein) during the two-year period following such Change in Control (the “ Covered Period ”). Any purported termination of your employment by the Company or by you shall be communicated by a Notice of Termination to the other party hereto in accordance with Section 8 hereof. For purposes of this Agreement, (i) references to termination of employment mean a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations) from the Company, and (ii) a “ Notice of Termination ” shall mean a written notice which shall indicate the specific termination provision or provisions in this Agreement relied upon and shall set forth in general terms the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

3.  Compensation Upon Termination .

(a)  Severance Benefits . If your employment by the Company shall be terminated during the Covered Period by the Company without Cause or by you for Good Reason, then you shall be entitled to the following benefits:

(i) Severance Payments .

(1) Amount of Payment. The Company shall pay you in cash the full amount of any earned but unpaid base salary through the Date of Termination at the rate in effect at the time of the Notice of Termination, plus a cash payment for all unused vacation time which you may have accrued as of the Date of Termination. The Company shall also pay you in cash a pro rata portion of the annual bonus for the year in which your employment terminates, calculated on the basis of your target bonus for that year and on the assumption that all performance targets have been or will be achieved. In addition, the Company shall pay you in a cash lump sum, an amount (the “ Severance Payment ”) equal to three times the sum of (A) your base salary on the Termination Date (without giving effect to any salary reductions which satisfy the definition of “ Good Reason ”), (B) the greater of (x) the most recent bonus paid to you (which shall be deemed to be the sum of (I) the annual cash bonus amount most recently paid to you and (II) the grant date fair value of any equity awards granted to you in lieu of annual bonus compensation within the immediately preceding year) and (y) your target bonus in effect for the year in which the Change in Control occurred (calculated assuming that all performance targets have been or will be achieved) and (C) $25,000. The Severance Payment shall be in lieu of any other severance payments which you are entitled to receive under any other severance pay plan or arrangement sponsored by the Company or any of its subsidiaries.

(2) Timing of Payment. Subject to Section 3(b), the Company shall pay the amounts due to you under this Section 3(a)(i) on the 60 ^th day following the Date of Termination, provided that you execute, and do not revoke, a Release Agreement in the form attached as Exhibit A hereto.

(ii) Benefit Continuation . Subject to your compliance with the non-solicitation and confidentiality provisions described in Section 6, you and your eligible dependents shall continue to be eligible to participate during the Benefit Continuation Period (as hereinafter defined) in the medical, dental, health, life and other welfare benefit plans and arrangements applicable to you immediately prior to your termination of employment on the same terms and conditions in effect for you and your dependents immediately prior to such termination; provided that the provision of such benefits in each calendar year during the Benefit Continuation Period does not affect the provision of such benefits in any other calendar year during the Benefit Continuation Period. For purposes of the previous sentence, “ Benefit Continuation Period ” means the period beginning on the Date of Termination and ending on the earlier to occur of (i) the third anniversary of the Date of Termination and (ii) the date that you and your dependents are eligible for coverage under the plans of a subsequent employer which provide substantially equivalent or greater benefits to you and your dependents. The right to participate in the benefit plans under this Section 3(a)(ii) is not subject to liquidation or exchange for any other benefit;

(iii) Legal Fees and Expenses . The Company shall also pay you in cash all legal fees and expenses, if any, incurred by you in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement if such expenses are incurred on or prior to the December 31 of the second calendar year following the calendar year in which the Date of Termination occurs, such payment(s) to be made on or before the December 31 of the third calendar year following the calendar year(s) in which the Date of Termination occurs; provided, however, that the amount of the payments and reimbursements under this Section 3(a)(iii) shall not exceed $100,000; and provided, further , that no such legal fees or expenses shall be reimbursed if it is determined by the applicable arbitral panel or other tribunal that your claim is entirely without merit. Furthermore, nothing shall prohibit the arbitral panel or other tribunal from awarding legal fees in excess of $100,000 if, in the interests of fairness and equity, the arbitral panel or other tribunal deems such award appropriate. The right to receive payments and reimbursements under this Section 3(a)(iii) is not subject to liquidation or exchange for any other benefit.

(b) Specified Employee. Notwithstanding anything to the contrary in this Agreement, if you are a “specified employee” as hereinafter defined at the time of the Date of Termination, any and all amounts payable in connection with your termination of employment (including amounts payable under this Section 3) that constitute deferred compensation subject to Section 409A of the Code, as determined by the Executive Compensation and Human Resources Committee (the “ Committee ”) in its sole discretion, and that would (but for this sentence) be payable within six months following the Date of Termination, shall instead be paid on the date that follows the Date of Termination by six months and one day (the “Specified Employee Payment Date”). The provision of benefits pursuant to Section 3(a)(ii) that constitute deferred compensation under Section 409A of the Code will not be provided in-kind during the first six months following the Date of Termination, but rather will be continued by your payment of any applicable premiums for which you will be reimbursed on the Specified Employee Payment Date. The provision of in-kind benefits will commence on the Specified Employee Payment Date in accordance with Section 3(a)(ii). For purposes of this Agreement, the term “specified employee” means an individual who is determined by the Committee to be a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code. The Committee may, but need not, elect in writing, subject to the applicable limitations under Section 409A of the Code, any of the special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining “specified employee” status. Any such written election shall be deemed part of this Agreement.

(c)  No Mitigation . You shall not be required to mitigate the amount of any payment or benefit provided for in this Section 3 by seeking other employment or otherwise.

(d) Reduction of Severance Payments if Reduction Would Result in Greater After-Tax Amount. Notwithstanding anything herein to the contrary, in the event that you receive any payments or distributions, whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that constitute “parachute payments” within the meaning of Section 280G of the Code, and the net after-tax amount of the parachute payment, including any applicable excise taxes under Section 4999 of the Code, is less than the net after-tax amount if your aggregate payment were three times your “base amount” (as defined in Section 280G(b)(3) of the Code) less $1.00, then the Severance Payments shall be sufficiently reduced to ensure that the aggregate value of the amounts constituting the parachute payment will equal three times your base amount, less $1.00. The determinations to be made with respect to this Section 3(d) shall be made by an Accounting Firm.

4.  Equity Incentive Awards .

(a) Options. All outstanding options granted to you under the Company’s equity incentive plans shall vest and become exercisable if your employment is terminated without Cause or you resign your employment for Good Reason during the Covered Period; provided, however , that if the surviving or acquiring entity does not provide for the substitution or assumption of the outstanding options, your outstanding options shall immediately become exercisable upon a Change in Control. If no such termination or resignation occurs during the Covered Period and the outstanding options are substituted or assumed, your outstanding options shall continue to vest pursuant to the terms of the Company’s equity incentive plans or applicable award agreement.

(b) Restricted Stock and Deferred Stock Unit Awards. All restricted stock and deferred stock unit awards granted to you under the Company’s equity incentive plans shall become free from restriction if your employment is terminated without Cause or you resign your employment for Good Reason during the Covered Period; provided, however , that if the surviving or acquiring entity does not provide for the substitution or assumption of outstanding restricted stock or deferred stock unit awards, your outstanding restricted stock and deferred stock unit awards shall immediately become free from restriction upon a Change in Control. If no such termination or resignation occurs during the Covered Period and the outstanding restricted stock or deferred stock unit awards are substituted or assumed, your restricted stock and deferred stock unit awards shall continue to vest in accordance with the terms of the Company’s equity incentive plans or applicable award agreement.

5.

Successors; Binding Agreement .

(a)  Assumption By Successor . The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would be entitled hereunder if you had terminated your employment for Good Reason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, “ the Company ” shall mean the Company as hereinbefore defined and any successor to its business or assets which assumes and agrees to perform this Agreement by operation of law, by agreement or otherwise.

(b)  Enforceability By Beneficiaries . This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

6.  Nonsolicitation; Confidentiality .

(a)  Nonsolicitation . For two years following your Date of Termination, you shall not, without the prior written consent of the Company, directly or indirectly, as a sole proprietor, member of a partnership, stockholder or investor, officer or director of a corporation, or as an employee, associate, consultant, independent contractor or agent of any person, partnership, corporation or other business organization or entity other than the Company: (i) solicit or endeavor to entice away from the Company or any of its affiliates or subsidiaries, any person or entity who is, or, during the then most recent 12-month period, was, employed by, or had served as an agent or key consultant of, the Company or any of its subsidiaries, or (ii) solicit or endeavor to entice away from the Company or any of its subsidiaries any person or entity who is, or was within the then most recent 12-month period, a customer or client (or reasonably anticipated (to your general knowledge or the public’s general knowledge) to become a customer or client) of the Company or any of its subsidiaries.

(b)  Confidentiality . On and after the date of this Agreement, you will not, except in the performance of your obligations to the Company hereunder or as may otherwise be approved in advance by the Board, directly or indirectly, disclose or use (except for the direct benefit of the Company) any confidential information that you may learn or have learned by reason of your association with the Company, any customer or client of the Company or any of their respective subsidiaries and affiliates. The term “ confidential information ” includes all data, analyses, reports, interpretations, forecasts, documents and information in any form concerning or otherwise reflecting information and concerning the Company and its affairs, including, without limitation, with respect to clients, products, policies, procedures, methodologies, trade secrets and other intellectual property, systems, personnel, confidential reports, technical information, financial information, business transactions, business plans, prospects or opportunities, but shall exclude any portion of such information that (i) was acquired by you prior to your employment by, or other association with, the Company or any affiliated or predecessor entity, (ii) is or becomes generally available to the public or is generally known in the industry or industries in which the Company or any customer or client of the Company operates, in each case other than as a result of disclosure by you in violation of this Section 6 or (iii) you are required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law. As used in this Section 6, an “ affiliate ” of a person or entity is a person or entity in control of, controlled by, or in common control with, such first person or entity.

7.  Definitions . For purposes of this Agreement, the following capitalized words shall have the meanings set forth below:

“ Accounting Firm ” shall mean the then-current independent auditors of the Company or, if such firm is unable or unwilling to perform such calculations, such other national accounting firm as shall be designated by agreement between you and the Company.

“ Cause ” shall mean the willful engaging by you in criminal or fraudulent acts or gross misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. No act or failure to act on your part shall be deemed “ willful ” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in the first sentence of this subsection and specifying the particulars thereof in detail.

“ Change in Control ” shall mean the happening of any of the following:

(a) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding             shares of common stock of the Company (the “ Outstanding Company Common Stock ”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Company Voting Securities ”); provided , however , that any acquisition by (x) any non-corporate shareholder of the Company who owned 10% or more of the Outstanding Company Common Stock as of the effective date of the initial registration of an offering of Stock under the Securities Act of 1933, (y) the Company or any of its affiliates or subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (z) any corporation with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding shares of common stock of such corporation and combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Company Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Outstanding Common Stock and Company Voting Securities, as the case may be, shall not constitute a Change in Control of the Company; or

(b) Individuals who, as of the Effective Date, constitute the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to such effective date whose election or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

(c) Consummation of a reorganization, merger, consolidation or similar transaction involving the Company (a “ Business Combination ”), in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Company Common Stock and Company Voting Securities immediately prior to such Business Combination do not own beneficially, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Company Voting Securities, as the case may be; or

(d) A complete liquidation or dissolution of the Company or a sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, following such sale or disposition, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directions is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Company Voting Securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding Company Common Stock and Company Voting Securities, as the case may be, immediately prior to such sale or disposition.

Notwithstanding the foregoing, with respect to any amounts payable under this Agreement that are subject to Section 409A of the Code where the payment is to be accelerated in connection with the Change in Control, no event(s) set forth above shall constitute a Change in Control for purposes of the Agreement unless such event(s) also constitutes a “change in the ownership”, “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company as defined under Section 409A of the Code.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

“ Date of Termination ” shall be the date on which you experience a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations) from the Company upon the termination of your employment by the Company without Cause or by you for Good Reason. Such Date of Termination shall be the date specified in the Notice of Termination (which, in the case of a termination by the Company without Cause shall not be less than 30 days, and in the case of a resignation by you for Good Reason shall not be less than 30 nor more than 60 days from the date such Notice of Termination is given); provided , that if within 30 days after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or the time for appeal therefrom having expired and no appeal having been perfected); provided, further, that the Date of Termination shall be extended by a notice of dispute only if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute, the Company will continue to pay you your full compensation in effect when the notice giving rise to the dispute was given, continue you as a participant in all compensation, benefit, and insurance plans and perquisites in which you were participating when the notice giving rise to the dispute was given and the Company will not require that you provide any services to the Company, until the dispute is finally resolved in accordance with this Subsection. Amounts paid under this Subsection are in addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.

“ Good Reason ” shall mean, without your express written consent, any of the following:

(a) The assignment to you of any duties inconsistent with your status as an executive officer of the Company or an adverse alteration in the nature or status of your duties, responsibilities, authorities, reporting relationships or titles from those in effect immediately prior to the Change in Control;

(b) A reduction by the Company in your annual base salary as in effect on the date hereof or as the same may be increased from time to time; a failure by the Company to increase your salary at a rate commensurate with that of other key executives of the Company; a reduction in your annual bonus (expressed as a percentage of base salary) below the target in effect for you immediately prior to the Change in Control; or any adverse change in your long-term incentive opportunities in comparison to those in effect prior to the Change in Control;

(c) The relocation of your principal place of work to any location (other than the Company’s main headquarters) that is more than 50 miles from your principal place of work on the date of the Change in Control (except for required travel on the Company’s business to an extent substantially consistent with your customary business travel obligations in the ordinary course of business prior to the Change in Control), or in the event you consent to any such relocation, the Company’s failure to provide you with all of the benefits of the Company’s relocation policy as in operation immediately prior to the Change in Control;

(d) The failure by the Company to continue in effect any compensation plan, including, but not limited to, incentive or deferred compensation plans, in which you participate or the failure by the Company to continue your participation therein on at least as favorable a basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Change in Control;

(e) The failure by the Company to continue to provide you with benefits at least as favorable as those enjoyed by you under any of the Company’s retirement, life insurance, medical, health and accident, disability or savings plans in which you were participating at the time of the Change in Control; the taking of any action by the Company that would directly or indirectly reduce any of such benefits or deprive you of any perquisite enjoyed by you at the time of the Change in Control including without limitation, the use of a car, secretary, office space, telephones, expense reimbursement and club dues; or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect at the time of the Change in Control;

(f) The failure of the Company to pay you any amounts of salary, bonus, benefits or expense reimbursement then owed to you or the failure of the Company to adhere to its payroll and other compensation schedules in place just prior to the Change in Control, including, but not limited to, the failure to pay any installment of deferred compensation under any deferred compensation plan or program of the Company, within seven (7) days of the date the compensation is due;

(g) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5 hereof or, if the business of the Company for which your services are principally performed is sold at any time after a Change in Control, the purchaser of such business shall fail to agree to provide you with the same or a comparable position, duties, compensation and benefits (as described in subsections (d) and (e) above) as provided to you by the Company immediately prior to the Change in Control; or

(h) Any purported termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 2 (and, if applicable, the requirements set out in the definition of “ Cause ” above); for purposes of this Agreement, no such purported termination shall be effective.

Your right to terminate your employment for Good Reason will not be affected by your incapacity due to physical or mental illness. Your continued employment will not constitute a waiver of rights with respect to any act or failure to act that constitutes Good Reason.

“ Payment ” means (i) any amount due or paid to you under this Agreement, (ii) any amount that is due or paid to you under any plan, program or arrangement of the Company and its subsidiaries, and (iii) any amount or benefit that is due or payable to you under this Agreement or under any plan, program or arrangement of the Company and its subsidiaries not otherwise covered under clause (i) or (ii) hereof which must reasonably be taken into account under Section 280G of the Code and the Regulations in determining the amount of the “ parachute payments ” received by you, including, without limitation, any amounts which must be taken into account under the Code and Regulations as a result of (x) the acceleration of the vesting of Options, restricted stock or other equity awards, (y) the acceleration of the time at which any payment or benefit is receivable by you or (z) any contingent severance or other amounts that are payable to you.

“ Regulations ” shall mean the proposed, temporary and final regulations under Section 280G of the Code or any successor provision thereto.

“ Taxes ” shall mean the federal, state and local income taxes to which you are subject at the time of determination, calculated on the basis of the highest marginal rates then in effect, plus any additional payroll or withholding taxes to which you are then subject.

8.  Notice . For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to, the Chief Executive Officer or the General Counsel, Boston Scientific Corporation, One Boston Scientific Place, Natick, MA 01760-1537, or to you at the address set forth on the signature page of this Agreement or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

9.  Miscellaneous . No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not expressly set forth in this Agreement and this Agreement shall supersede all prior agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, including, without limitation, the Retention Agreement, with respect to the subject matter hereof. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts.

10.  Validity . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11.  Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

12.  Arbitration . Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Boston in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however , that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. You shall be entitled to legal fees and expenses relating to an arbitration in accordance with the terms of Section 3(a)(iii) of this Agreement.

13.  No Contract of Employment . Nothing in this Agreement shall be construed as giving you any right to be retained in the employ of the Company.

14.  Headings . The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement.

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject.

Sincerely,

BOSTON SCIENTIFIC CORPORATION

By
J. Raymond Elliott
President and Chief Executive Officer

The foregoing is accepted and agreed to.

[Name of Executive]

1

EXHIBIT A

RELEASE AGREEMENT

I am a party to an agreement with Boston Scientific Corporation (the “Company”), dated       ,        , 20        , entitled Change in Control Agreement (the “Change in Control Agreement”). I acknowledge that this is the Release Agreement required by the Company pursuant to Section 3(a)(i)(2) of the Change in Control Agreement as a condition of my eligibility for the Severance Payment (as defined in the Change in Control Agreement) (the “Consideration”).

1. Release of Claims. In consideration of and in exchange for the commitment of the Company to provide the Consideration, I, for myself, my heirs, administrators, executors and assigns agree to release and forever discharge the Company and its subsidiaries, affiliated companies, successors and assigns, and the current and former employees, officers, directors, shareholders (but only in their capacity as shareholders of the Company) and agents of each of the foregoing (the “Released Parties”), from any and all claims, agreements, obligations, injuries, damages, causes of action, debts or liabilities (together “Claims”), including, without limitation, Claims under the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, and any other federal, state, local or foreign law, that I may have, may have ever had or may possess in the future, whether known or unknown, against any of the Released Parties, arising out of (i) my employent relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided , however , that I do not release, discharge, or waive any rights to payments and benefits under the Change in Control Agreement that are contingent upon my execution of this Release Agreement.

2. Consideration of Release Agreement. I understand that I have had the opportunity, in accordance with ADEA, if I so desired, to take up to twenty-one (21) days to consider this Release Agreement. I agree that any modifications, material or otherwise, made to this Release Agreement do not restart or affect in any manner the original twenty-one (21) day consideration period. I further acknowledge that I have been advised to consult with an attorney prior to executing this Release Agreement.

3. Revocation Period. I understand that, in accordance with ADEA, I will have seven (7) days following my signing of this Release Agreement in which to revoke this Release Agreement by a written notice to be received by the Company’s Executive Vice President of Human Resources no later than the end of such seven-day period. I understand that this Release Agreement shall not become effective until the revocation period has expired.

4. Receipt of Payment. I acknowledge that I have received payment for all salary, vacation pay and other compensation due to me based on my employment with the Company to and including the most recent regular payroll date of the Company preceding the date of my signing the Release Agreement.

5. No Admission. I understand and agree that this Release Agreement is not to be construed as an admission of liability by the Released Parties.

6. Miscellaneous Provisions. I agree that this Release Agreement shall be subject to Sections 8, 9, 10, 11, 12 and 14 of the Change in Control Agreement.

7. Full Review of Release Agreement. My signature below confirms that I have carefully read and reviewed this Release Agreement. I fully understand all of its terms and conditions and have not relied upon any other representation by the Company or the employees or agents of the Company concerning the terms of this Release Agreement. I execute and deliver this Release Agreement freely and voluntarily.

UNDERSTOOD, ACCEPTED AND AGREED

[INSERT NAME]

     
Name:
Date:

2

EXHIBIT 10.4

BOSTON SCIENTIFIC CORPORATION
401(k) RETIREMENT SAVINGS PLAN

EIGHTH AMENDMENT

Pursuant to Section 10.1 of the Boston Scientific Corporation 401(k) Retirement Savings Plan, as amended and restated effective January 1, 2001, and as further amended from time to time (the “Plan”), Boston Scientific Corporation hereby amends the Plan as follows:

1. Effective January 1, 2007, Section 4.3 is amended by deleting the third and fourth sentences of subsection (b) and replacing them with the following:

“The Committee may also provide for the temporary suspension of the right of Participants subject to Section 16 of the Securities Exchange Act of 1934 to invest further amounts in, or to redirect the investment of any amounts out of, the Company Stock fund. The Committee may also establish from time to time a maximum percentage of any Participant’s Accounts which may be invested in the Company Stock fund. Any restrictions or conditions with respect to the investment of employer securities under the Plan shall be imposed and administered in a manner consistent with section 401(a)(35)(D)(ii)(II) of the Code, IRS Notice 2006-107, and other guidance thereunder.”

2. Effective January 1, 2008, Section 8.6 is amended by adding the following sentence after the first sentence thereof and before subsection (a):

“If an eligible rollover distribution is made to a Roth IRA (as such term is defined in section 408A(b) of the Code), the distributee shall recognize ordinary income in the amount of the eligible rollover distribution to the extent provided in section 408A(d)(3)(A) of the Code.”

3. Effective January 1, 2007, Section 8.6(a) is amended by deleting the last sentence thereof and replacing it with the following: “However, such portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code, or in a direct trustee-to-trustee transfer to a qualified trust described in section 401(a) or 403(a) of the Code or an annuity contract described in section 403(b) of the Code and such trust or contract agrees to account separately for amounts so transferred (and earnings thereon), including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.”

4. Effective January 1, 2008, Section 8.6(b) is amended by adding the following sentence at the end thereof: “With respect to distributions made after December 31, 2007, an ‘eligible retirement plan’ shall also mean a Roth IRA described in, and subject to the applicable requirements of, section 408A of the Code.”

5. Effective January 1, 2009, Section 14.14 is deleted in its entirety and replaced with the following:

“ 14.14 ‘Eligible Employee’ means, subject to Section 13.5:

(a) any Employee who is employed by a Participating Employer, and who, in the opinion of his or her Participating Employer, may reasonably be expected to complete 1,000 or more Hours of Service with a Participating Employer in a Plan Year; or

(b) any Employee not already an Eligible Employee under (a) above who is employed by a Participating Employer, and who has completed 1,000 or more Hours of Service in a computation period or has previously been an Eligible Employee described in (a) above.

The initial computation period shall be the 12-consecutive month period beginning on the date the Employee first performs an Hour of Service (the “employment commencement date”). The succeeding computation periods commence with the first Plan Year commencing after the Employee’s employment commencement date. Notwithstanding the foregoing, in no event will an individual become an Eligible Employee while he or she is characterized by an Affiliated Employer as a Leased Employee.”

IN WITNESS WHEREOF, Boston Scientific Corporation has caused this amendment to be executed in its name and on its behalf effective as of the dates set forth herein by an officer or a duly authorized delegate.

BOSTON SCIENTIFIC CORPORATION

By:
Title:

Date:

EXHIBIT 10.5

SECOND AMENDMENT OF
THE GUIDANT RETIREMENT PLAN

This Second Amendment of The Guidant Retirement Plan (the “Plan”) is adopted by Guidant Corporation (“Company”).

Background

A. The Company established the Plan on September 25, 1995, and most recently restated it in its entirety effective January 1, 2007.

B. The Plan was frozen effective May 31, 2007.

C. The Plan has been amended by a First Amendment.

D. The Company now wishes to amend the Plan further.

Amendment

Therefore, effective as of the dates specified, the Plan is amended as follows:

1. Effective January 1, 2008, Section 2.01(a)(15) is amended to read as follows:

(15)

Eligible Retirement Plan . The term “Eligible Retirement Plan” means any of the following that accepts a Distributee’s Eligible Rollover Distribution: subject to the applicable requirements of Code section 408A, a Roth IRA described in Code section 408A; an individual retirement account described in Code section 408(a); an individual retirement annuity described in Code section 408(b); an annuity plan described in Code section 403(a); a qualified trust described in Code section 401(a); an annuity contract described in Code section 403(b) and an eligible plan under Code section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for amounts transferred into that plan from this Plan.

2. Effective January 1, 2007, Section 2.01(a)(16) is amended to read as follows:

(16)

Eligible Rollover Distribution . The term “Eligible Rollover Distribution” means any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: (1) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s Beneficiary, or for a specified period of 10 years or more, (2) any distribution to the extent the distribution is required under Code section 401(a)(9), (3) the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities) and (4) any hardship distribution. Notwithstanding the preceding provisions of this paragraph, a distribution will not fail to be an Eligible Rollover Distribution merely because it consists of after-tax employee contributions that are not includable in gross income. However, such portion may be paid only to an individual retirement account or annuity described in Code section 408(a) or (b), or to a qualified defined contribution or defined benefit plan described in Code section 401(a) or 403(a) or an annuity contract described in Code section 403(b) that agrees to separately account for amounts so transferred, including separately accounting for the portion of the distribution that is includable in gross income and the portion of the distribution that is not so includable.

3. Effective January 1, 2008, a new Section 5.01(e) is added to read as follows:

(e)

Form V . With respect to a Retired Employee or Deferred Benefit Employee who has a Spouse on his Annuity Starting Date, a joint and spouse annuity providing monthly payments for the Retired Employee’s or Deferred Benefit Employee’s life with monthly payments continuing thereafter for the remaining life of his Spouse under which each monthly payment is equal to seventy-five percent (75%) of the amount of the monthly payment during their joint lives. Form V is the Actuarial Equivalent of Form II.

4. Effective January 1, 2010, Section 5.05 is amended to read as follows:

5.05.

Information Relevant to Optional Forms of Benefit . Not less than 30 days and not more than 180 days before the Annuity Starting Date, the Employee Benefits Committee will furnish, by mail or by personal delivery, to each Employee, Deferred Benefit Employee, or Retired Employee who is eligible to elect an optional form of benefit, a general written explanation, in non-technical language, of the terms and conditions of the applicable normal form of benefit, his right to make (and the effect of) an election to receive benefits in an optional form, the consequences of selecting a benefit form that does not defer the receipt of benefits, the requirements regarding spousal consent to an election to receive benefits in an optional form, the right to make (and the effect of) a revocation of an election to receive benefits in an optional form, the financial effect upon an Employee’s benefits of the various forms of payment, and the relative value of each optional form compared to the value of the applicable normal form of benefit.

5. Effective January 1, 2008, Section 5.07 is amended to read as follows:

5.07.

Social Security Adjustment . With respect to Former Lilly Employees, in order to provide a level retirement income, an Employee who retires before age sixty two (62) (but not a Deferred Benefit Employee) may elect that the monthly payments made to him prior to his attainment of age sixty two (62) under Form I, II, III, IV or V described in subsection 5.01 will be increased by an amount elected by the Retired Employee, but not in excess of five hundred dollars ($500) expressed in ten dollar ($10) increments. Beginning with the month following the month in which the Retired Employee attains age sixty two (62), the monthly payments made to the Retired Employee will be decreased to reflect the increased payments made to the Retired Employee prior to that time. The decrease in payments will be calculated based upon the “applicable mortality table” described in Code section 417(e)(3)(B) and the “applicable interest rate” described in Code section 417(e)(3)(C) for the second full calendar month preceding January 1 of the Plan Year stability period that contains the annuity starting date for the increased payments.

6. Effective January 1, 2010, Section 5.10 is amended to read as follows:

5.10.

Optional Direct Rollover .

(a)

With respect to any distribution, a Distributee may elect to have any portion of the payment that is an Eligible Rollover Distribution paid to an Eligible Retirement Plan; provided, that a Distributee may not elect a direct rollover if the total amount of all payments or withdrawals in a Plan Year is less than $200.00. The election will be made in the form and at the time prescribed by the Employee Benefits Committee, will specify the Eligible Retirement Plan to which the distribution or withdrawal amount is to be paid, and will be subject to any rules as the Employee Benefits Committee from time to time may establish.

(b)

A non-Spouse Beneficiary who is a designated beneficiary (as defined in Code section 401(a)(9)(E)) of a Participant may elect to have any portion of a distribution payable to him or, to the extent provided in rules prescribed by the Secretary, payable to a trust maintained for his benefit, transferred in a direct trustee-to-trustee transfer to an individual retirement plan described in Code section 402(c)(8)(B)(i) or (ii) established for the purpose of receiving the distribution on behalf of the Beneficiary.

7. Effective January 1, 2010, the first paragraph of Section 6.04 is amended to read as follows:

With respect to Former CPI Employees and Former ACS Employees, the Employee Benefits Committee will furnish to an Employee or Deferred Benefit Employee, by mail or personal delivery, a general written explanation in non technical terms of the terms and conditions of the pre retirement Spouse’s benefit, the individual’s right to make (and the effect of) an election to waive the pre retirement Spouse’s benefit coverage, the consequences of selecting a benefit form that does not defer the receipt of benefits, the requirements regarding spousal consent to an election to waive that coverage and the right to make (and the effect of) a revocation of a waiver (a “QPSA Explanation”) in the following circumstances and at the following times:

8. Effective January 1, 2009, Section 8.02(e) is amended by adding the following sentence at the end to read as follows:

Effective January 1, 2009, the applicable mortality table used for purposes of adjusting any benefit or limitation under Code section 415(b)(2)(B), (C) or (D) as set forth in this subsection 8.02 is the applicable mortality table (within the meaning of Code section 417(e)(3)(B)).

9. Effective January 1, 2009, Section 8.06 is amended to read as follows:

8.06.

Compensation . For purposes of this Section 8, the term “compensation” means the Employee’s wages within the meaning of Code section 3401 (without regard to any rule under Code section 3401(a) that limits amounts included in wages based on the nature or location of the employment) and all other payments for which the Employer is required to furnish the Employee with a written statement under Code sections 6041(d), 6051(a)(3) and 6052. “Compensation” also includes amounts that would have been paid to the Employee during the Plan Year in the absence of a salary redirection agreement but are excluded from gross income pursuant to Code section 125, 132(f), 457, or 402(g). “Compensation” excludes severance pay and any other amounts paid after severance from employment, other than regular compensation for services during or outside regular working hours that is paid within 2 1/2  months of severance from employment or, if later, by the last day of the Plan Year in which employment was severed, and other than “differential wage payments” described in Code section 3401(h)(2); and salary continuation payments to Employees who do not perform services for the Employer by reason of disability. “Compensation” for a Plan Year does not include amounts earned but not paid during the Plan Year because of the timing of pay periods and pay dates or administrative delay. Notwithstanding the preceding provisions, “compensation” for a calendar year that is considered for purposes of applying the compensation limitation prescribed under subsection 8.01(b) may not exceed $230,000. The $230,000 limitation referred to in the preceding sentence will be adjusted to reflect increases in the limitation pursuant to Code section 401(a)(17).

10. Effective January 1, 2008, a new Section 9.02 is added to read as follows:

9.02.

Restrictions Based on Funding Status . Notwithstanding any provision of the Plan to the contrary, the following provisions will apply as required by Code section 436, except to the extent the exception under Code section 436(d)(4) applies:

(a)

If the Plan’s adjusted funding target attainment percentage for a Plan Year is less than 60 percent, benefit accruals will cease during the period benefit accruals are restricted under the provisions of Code section 436(e). The benefit accruals that were not permitted to accrue will be restored automatically as of the 436 measurement date the limitations under Code section 436(e) cease to apply, if (i) the continuous period of the limitation is 12 months or less, and (ii) the Plan’s enrolled actuary certifies that the adjusted funding target attainment percentage for the Plan would not be less than 60 percent taking into account the restored benefit accruals for the prior Plan Year.

(b)

If the Plan’s adjusted funding target attainment percentage for a Plan Year falls below the threshold under Code section 436(d)(1) or (3), the Trustee will, as directed by the Employer, cease payment of any prohibited payment during the period specified in, and to the extent necessary to comply with, Code section 436(d).

(c)

In no event will a prohibited payment be paid during any period the Employer is a debtor in a case under Title 11 of the United States Code, or similar federal or state law, to the extent necessary to comply with the provisions of Code section 436(d)(2).

(d)

In no event will an amendment that has the effect of increasing liabilities of the Plan by reason of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become nonforfeitable become effective during the period the amendment would violate the provisions of Code section 436(c).

(e)

If an optional form of benefit that is otherwise available under the terms of the Plan is not available because of the application of Code section 436(d)(1) or (2), the Retired Employee, Deferred Benefit Employee or beneficiary, as applicable, will be eligible to elect another form of benefit available under the Plan or to defer payment to a later date (to the extent permitted under applicable qualification requirements).

(f)

If an optional form of benefit that is otherwise available under the terms of the Plan is not available because of the application of Code section 436(d)(3), a Retired Employee, Deferred Benefit Employee or beneficiary, as applicable, will be eligible to defer his entire payment to a later date (to the extent permitted under applicable qualification requirements) or to bifurcate the benefit into unrestricted and restricted portions. If an Employee or beneficiary elects to bifurcate the benefit, the Employee or beneficiary will be eligible to elect, with respect to the unrestricted portion of the benefit, any optional form otherwise available under the Plan with respect to the Employee’s or beneficiary’s entire benefit and in this case, if the Employee or beneficiary elects payment of the unrestricted portion of the benefit in the form of a prohibited payment, the Employee or beneficiary will be eligible to elect:

(1)

to receive payment of the restricted portion of the benefit in any optional form of benefit under the Plan that is not a prohibited payment and that would have been permitted with respect to the Employee’s or beneficiary’s entire benefit; or

(2)

to defer commencement of the restricted portion of the benefit until after the restrictions on prohibited payments lapse (to the extent permitted under applicable qualification requirements) and receive that amount in any optional form of payment available under the Plan.

The election will be subject to any other applicable qualification requirements, will be treated as a new annuity starting date, and will be made in accordance with all Plan rules regarding elections of forms of benefit.

(g)

If an Employee or beneficiary is entitled to an unpredictable contingent event benefit with respect to any event occurring during any Plan Year, the unpredictable contingent event benefit will not be provided to the Employee or beneficiary if the Plan’s adjusted funding target attainment percentage for the Plan Year is less than 60 percent or would be less than 60 percent taking into account the occurrence; provided, however, that the unpredictable contingent event will become payable if and when the Plan meets the exemption under Code section 436(b)(2).

For purposes of this Section, the terms “adjusted funding target attainment percentage,” “prohibited payment,” “unpredictable contingent event benefit,” “unrestricted portion of the benefit,” and “restricted portion of the benefit” will have the meanings given under Code section 436 and any applicable Internal Revenue Service guidance.

If the provisions of this Section 9.02 or any part thereof cease to be required by law as a result of subsequent legislation or otherwise, this Section or any applicable part thereof will be ineffective without the necessity of further amendments to the Plan.

Guidant Corporation has caused this Second Amendment of The Guidant Retirement Plan to be executed by its duly authorized officer on this        day of       , 2009.

GUIDANT CORPORATION

By:

Printed Name

Title

EXHIBIT 10.6

SECOND AMENDMENT OF THE BOSTON SCIENTIFIC CORPORATION
2006 GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN

WHEREAS, Boston Scientific Corporation (the “Company”) has established and maintains the Boston Scientific Corporation 2006 Global Employee Stock Ownership Plan (the “Plan”); and

WHEREAS, the Plan has been amended from time to time and further amendment of the Plan now is considered desirable to comply with recent changes to the law;

NOW, THEREFORE, BE IT RESOLVED, that by virtue and in exercise of the power reserved to the Board of Directors of the Company by Section 5 of the Plan, and pursuant to the authority delegated to certain officers of the Company by resolution of its Board of Directors, the Plan be and it is hereby amended, effective for the Offering Period beginning January 1, 2010, by adding the following sentence as the last sentence of Section 8.2(d) of the Plan:

“In addition, an Eligible Employee may not purchase Stock pursuant to an Option granted under the Plan in excess of 5,000 shares per Offering Period.”

IN WITNESS WHEREOF, the Company has caused this amendment to be executed by its duly authorized officers, this        day of December, 2009.

BOSTON SCIENTIFIC CORPORATION

By:
Its:

ATTEST:

By:
Its: