                                                                     EXHIBIT 4.1
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                                BOSTON SCIENTIFIC
                      DEFERRED COMPENSATION OPTION PROGRAM
                           (effective October 1, 2002)













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          BOSTON SCIENTIFIC DEFERRED COMPENSATION OPTION PROGRAM
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1.        PURPOSE OF THE PLAN. This plan shall be known as the Boston Scientific
          Deferred Compensation Option Program (the "Plan"). The purpose of the
          Plan is to attract and retain the highest quality employees for
          positions of substantial responsibility and to provide additional
          incentives to a select group of management or highly compensated
          employees of Boston Scientific Corporation ("BSC" or "Company") so as
          to promote the success of the Company.

2.        DEFINITIONS. As used herein, the following definitions shall apply:

          (a)  "Administrator" shall mean the Board, or the person or persons
               appointed by Board to serve under paragraph 15, below.

          (b)  "Award Date" shall mean the effective date of the Participant's
               Option Agreement.

          (c)  "Board" shall mean the Board of Directors of Boston Scientific
               Corporation.

          (d)  "Cause" shall mean a felony conviction of a Participant or the
               failure of a Participant to contest prosecution for a felony, or
               a Participant's misconduct or dishonesty which is harmful to the
               business or reputation of the Company.

          (e)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (f)  "Company" shall mean Boston Scientific Corporation.

          (g)  "Disability" shall mean permanent and total disability as
               determined under the Company's long-term disability program for
               employees then in effect.

          (h)  "Employee" shall mean a key employee of the Company.

          (i)  "Immediate Family" shall mean an individual or entity included as
               a "family member" within the meaning of the Security and Exchange
               Commission's Form S-8, Registration Statement Under The
               Securities Act of 1933.

          (j)  "Option" shall mean an option granted pursuant to this Plan to
               purchase one or more Shares.

          (k)  "Option Agreement" means the written agreement evidencing the
               award of an Option under the Plan.

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          (l)  "Option Price" shall mean the price to be paid by the Participant
               to exercise the Option and shall be expressed in dollars per
               Share.

          (m)  "Participant" shall mean any Employee who receives an Option
               under the Plan, as evidenced by an Option Agreement entered into
               between such Employee and the Company.

          (n)  "Plan" shall mean the Boston Scientific Deferred Compensation
               Option Program, as amended from time to time.

          (o)  "Retirement" shall mean that unless the Administrator expressly
               provides otherwise, cessation of employment or other service
               relationship with the Company and its Affiliates if, as of the
               date of such cessation, (i) the Participant has attained age 50
               and has accrued at least five years of service with the Company
               and its Affiliates, and (ii) the sum of the Participant's age and
               years of service as of such date equals or exceeds 62.

          (p)  "Shares" shall mean certain shares of mutual funds and/or shares
               of common or preferred stock as designated by a Participant from
               a list of investments designated or subsequently redesignated by
               the Administrator, and referenced in Exhibit A. Shares may
               include stock or other equity interest or bonds in the Company or
               any company related to the Company if so permitted by the Board.
               IN NO EVENT, HOWEVER, MAY SHARES INCLUDE UNITS OF ANY MONEY
               MARKET FUNDS OR OTHER CASH EQUIVALENTS. Shares subject to
               purchase pursuant to any Option shall also include any reinvested
               distributions on such shares subsequent to the Award Date.

3.        TERM OF PLAN. The Plan shall become effective on the date it is
          adopted by the Board and shall continue in effect as amended from time
          to time until terminated pursuant to paragraph 17.

4.        ELIGIBILITY. All Employees of the Company who are in the group of
          employees determined by the Administrator to be part of the select
          group of management or highly compensated employees are eligible to
          receive Options under the Plan. Employees of subsidiaries are eligible
          to participate in the Plan.

5.        GRANT OF OPTIONS. The Administrator shall from time to time select
          eligible Employees for participation in the Plan. The Administrator
          shall grant Options under the Plan to a Participant based on (i) the
          portion of the Participant's salary and/or bonus that the Participant
          elects to defer, to the extent permitted by the Administrator, and
          (ii) the Participant's selection of

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          investments. The grant of Options shall be evidenced by written Option
          Agreements containing such terms and provisions as are approved by the
          Board and specifying the number and types of Shares subject to
          Options. The Administrator of the Plan shall execute the Option
          Agreements on behalf of the Company upon instructions from the Board.

6.        TIME OF GRANT OF OPTIONS. The date of grant of an Option under the
          Plan shall, for all purposes, be the date on which the Board awards
          the Option, as evidenced by the execution of an Option Agreement.

7.        OPTION PRICE. The Option Price for each Share shall be expressed in
          each Option Agreement, provided, however, the Option Price shall be no
          lower than 25 percent of the fair market value of a Share on the date
          of grant of the Option. Fair market value on any day of reference
          shall be the closing price of the Share on such date, unless the
          Board, in its sole discretion shall determine otherwise in a fair and
          uniform manner. For this purpose, the closing price of a Share that is
          a share of common or preferred stock shall be on any business day (i)
          if the Share is listed or admitted for trading on any United States
          national securities exchange or the Nasdaq National or SmallCap
          Markets, the last reported sale price of the Share on such exchange or
          system, as reported in any newspaper of general circulation, (ii) if
          the Share is not listed or admitted for trading on any United States
          national securities exchange or Nasdaq market, the average of the high
          and low sale prices of the Share for such day reported on a
          consolidated transaction reporting system, or if no sales are reported
          for such day, such average for the most recent business day within
          five business days before such day on which sales are reported, or
          (iii) if neither clause (i) or (ii) is applicable, the average between
          the lowest bid and highest asked quotations for the Share on such day
          as reported by the National Quotation Bureau, Incorporated, if at
          least two securities dealers have inserted both bid and asked
          quotations for the Share on at least 5 of the 10 preceding business
          days. The closing price of a Share that is a share of an open-end
          mutual fund shall be, on any business day, the net asset value
          reported for such fund for such day in any newspaper of general
          circulation. The closing price of any other Share shall be determined
          in good faith by the Administrator.

8.        EXERCISE. Except as otherwise provided in an Option Agreement, all
          Options granted under the Plan will be vested at grant and therefore
          may be exercisable immediately, unless stated otherwise by the Board.
          A Participant may exercise Options in full or in part, in whole
          percentages, from the date of the grant as set forth in the Option
          Agreement. Participants may exercise Options, in whole or in part, no
          more than four (4) times in any calendar year. Reinvested dividends
          shall be attributed proportionally to the Shares and will be purchased
          when the underlying award is exercised. For example, if an original
          grant of an Option to purchase 500 Shares (after the payment of the
          exercise price) generated 100 additional Shares on such 500 Shares

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          from reinvested dividends, an exercise of one-fourth of the originally
          granted Option will result in the purchase (after the payment of the
          exercise price) of 150 Shares in order to proportionally include the
          resulting reinvested dividends. A Participant may exercise Options
          during employment. In addition, upon the Participant's separation from
          active service due to death, Disability, or Retirement, the Option
          will remain exercisable for a period of one hundred twenty (120)
          months following such separation. In the case of termination for
          cause, the Option will remain exercisable for a period of twelve (12)
          months following termination. Upon the Participant's separation from
          service for any reason other than those stated above, the Option will
          remain exercisable for a period of thirty-six (36) months following
          termination with exceptions only upon the Board's approval. In
          addition, all Options granted under the Plan may only be exercised
          subject to any other terms specified in the Option Agreement and if
          such terms conflict with the terms of this Plan, the terms of the
          Option Agreement control.

9.        LIMITATIONS ON OPTION DISPOSITION. No Option granted under the Plan or
          the rights and privileges conferred therewith may be sold,
          transferred, encumbered, hypothecated or otherwise anticipated by the
          Participant other than by will or the laws of descent and
          distribution. Options shall not be made subject to, in whole or in
          part, the debts, contracts, liabilities, or torts of the Participant,
          nor shall they be subject to garnishment, attachment, execution, levy
          or other legal or equitable process. However, a Participant may, upon
          approval of the Board, transfer by gift any Option or part thereof to
          a member or members of the Participant's Immediate Family and/or to a
          trust established for the benefit of the Participant or an Immediate
          Family member or members, as defined in the Plan, provided such
          transfer is irrevocable, is made without consideration, and each
          Option so transferred by the Participant remains subject after
          transfer to the provisions of the Plan.

10.       LIMITATIONS ON OPTION EXERCISE AND DISTRIBUTION. In the event that the
          listing, registration or qualification of an Option or Shares on any
          securities exchange or under any state or federal law, or the consent
          or approval of any governmental regulatory body, or the availability
          of any exemption therefrom, is necessary as a condition of, or in
          connection with, the exercise of an Option, then the Option shall not
          be exercised in whole or in part until such listing, registration,
          qualification, consent or approval has been effected or obtained.
          Notwithstanding any provision of the Plan to the contrary, the Company
          shall have no obligation or liability to deliver any Shares under the
          Plan unless such delivery would comply with all applicable laws and
          all applicable requirements of any securities exchange or similar
          entity.

11.       OPTION FINANCING. Upon the exercise of any Option granted under the
          Plan, the Participant may instruct the Administrator to sell, withhold

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          or deem to sell a number of Shares otherwise deliverable to the
          Participant and attributable to the exercise of the Option in order to
          pay the Option Price. The Board may, in its sole discretion, make
          financing available to the Participant to facilitate the exercise of
          the Option, subject to such terms as the Board may specify.

12.       WITHHOLDING OF TAXES. The Company may make such provisions and take
          such steps as it may deem necessary or appropriate for the withholding
          of any taxes, which it is required by any law or regulation of any
          governmental authority, whether federal, state or local, domestic or
          foreign, to withhold in connection with any Option including, but not
          limited to, (i) the withholding of the issuance of all or any portion
          of such Shares until the Participant reimburses the Company for the
          amount the Company is required to withhold with respect to such taxes,
          (ii) canceling any portion of such issuance in an amount sufficient to
          reimburse itself for the amount it is required to so withhold, or
          (iii) taking any other action reasonably required to satisfy the
          Company's withholding obligation.

13.       MODIFICATION OF OPTION OR PLAN. At any time and from time to time the
          Board may execute an instrument providing for the modification,
          extension, or renewal of any outstanding Option and/or the Plan. No
          modification shall impair the rights of any Participant with respect
          to Options previously granted except to the extent necessary to comply
          with any provision of applicable federal or state laws, or except to
          the extent necessary to prevent detriment to the Company as so
          determined by the Board.

14.       SUBSTITUTION OF OPTION. If a Participant has been granted an Option to
          purchase Shares under an Option Agreement, then except as limited by
          the terms of the Option Agreement, the Participant may direct that the
          Option be converted into an Option to purchase other Shares in whole
          percentages and without limitations on frequency of substitution as
          permitted by the Option Agreement. Such substitution shall only be
          allowed to the extent that, immediately following the substitution,
          the difference between the fair market value of the Shares subject to
          the substituted Option and the Option Price of the substituted Option
          is no greater than the difference which existed immediately prior to
          the substitution between the fair market value of the Shares subject
          to the original Option and the Option Price of the original Option.

15.       ADMINISTRATION OF THE PLAN. The Board, in its sole discretion, is
          authorized to select the Employees who may receive Options. The Board,
          or the person or persons appointed by the Board to serve as
          Administrator, shall be the Administrator of the Plan. The
          Administrator, in its sole discretion, is authorized to interpret the
          Plan, to prescribe, amend and rescind rules and regulations relating
          to the Plan and to the Options granted under the Plan, to determine
          the form and content of Options to be issued under the Plan, and to

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          make such other determinations and exercise such other power and
          authority as may be necessary or advisable for the administration of
          the Plan. No fee or compensation shall be paid to any person for
          services as the Administrator (but this does not prevent the payment
          of salary otherwise payable to an employee of the Company for other
          services as an employee of the Company). The Administrator in its sole
          discretion may delegate and pay compensation for services rendered
          relating to the ministerial duties of plan administration including,
          but not limited to, selection of investments available under the Plan.
          Any determination made by the Administrator pursuant to the powers set
          forth herein is final, binding and conclusive upon each Participant
          and upon any other person affected by such decision, subject to the
          claims procedure hereinafter set forth. The Administrator shall decide
          any question which may arise regarding the rights of Participants and
          beneficiaries, and the amounts of their respective interests, adopt
          such rules and to exercise such powers as the Administrator may deem
          necessary for the administration of the Plan, and exercise any other
          rights, powers or privileges granted to the Administrator by the terms
          of the Plan. The Administrator shall maintain full and complete
          records of its decisions. Its records shall contain all relevant data
          pertaining to the Participant and his or her rights and duties under
          the Plan. The Administrator shall have the duty to maintain Account
          records for all Participants. The Administrator shall cause the
          principal provisions of the Plan to be communicated to the
          Participants, and a copy of the Plan and other documents shall be
          available at the principal office of the Company for inspection by the
          Participants at reasonable times determined by the Administrator.

16.       CONTINUED EMPLOYMENT NOT PRESUMED. Nothing in the Plan or any document
          describing it nor the grant of an Option via an Option Agreement shall
          give any Participant the right to continue in employment with the
          Company or affect the right of the Company to terminate the employment
          of any such person with or without cause.

17.       AMENDMENT AND TERMINATION OF THE PLAN OR OPTION AGREEMENT. The Board,
          in its sole discretion, may amend, suspend or discontinue the Plan or
          Option Agreement. No amendment, suspension, or discontinuance shall
          impair the rights of any Participant except to the extent necessary to
          comply with any provision of applicable federal or state laws or
          except to the extent necessary to prevent detriment to the Company as
          so determined by the Board.

18.       GOVERNING LAW. The Plan shall be governed by and construed in
          accordance with the laws of the Commonwealth of Massachusetts.

19.       SEVERABILITY OF PROVISIONS. Should any provision of the Plan be
          determined to be invalid, illegal or unenforceable, such invalidity,

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          illegality or unenforceability shall not affect the remaining
          provisions of the Plan, but such provision shall be fully severable,
          and the Plan shall be construed and enforced as if such provision had
          never been inserted herein.

20.       HEDGE OF LIABILITY CREATED BY THE OPTION PLAN. At the sole discretion
          of the Board, the liability created by the grant of the Options issued
          pursuant to the Plan may be offset by the Company entering into a
          hedging transaction. The hedging transaction may consist of the
          Company purchasing all or part of the Shares subject to the Options
          issued pursuant to the Plan, at date of grant of the Options or at any
          time during the Option exercise period.

21.       CLAIMS PROCEDURE. In general, any claim for benefits under the Plan
          shall be filed by the Participant or beneficiary ("claimant") on the
          form prescribed for such purpose with the Administrator. If a claim
          for benefits under the Plan is wholly or partially denied, notice of
          the decision shall be furnished to the claimant by the Administrator
          within a reasonable period of time after receipt of the claim by the
          Administrator. The claims procedure shall be as follows:

          (a)  Any claimant who is denied a claim for benefits shall be
               furnished written notice setting forth:

               (i)   The specific reason or reasons for the denial;

               (ii)  Specific reference to the pertinent provision of the Plan
                     upon which the denial is based;

               (iii) A description of any additional material or information
                     necessary for the claimant to perfect the claim; and

               (iv)  An explanation of the claim review procedure under the
                     Plan.

          (b)  In order that a claimant may appeal a denial of a claim, the
               claimant or the claimant's duly authorized representative may:

               (i)   Request a review by written application to the
                     Administrator, or its designate, no later than sixty (60)
                     days after receipt by the claimant of written notification
                     of denial of a claim;

               (ii)  Review pertinent documents; and

               (iii) Submit issues and comments in writing.

          (c)  A decision on review of a denied claim shall be made not later
               than sixty (60) days after receipt of a request for review,
               unless special circumstances require an extension of time for
               processing, in which case a decision shall be rendered within a
               reasonable period of time, but not later than one hundred and
               twenty (120) days after receipt of a request for review. The
               decision on a review shall be in writing and shall include the
               specific reason(s) for the decision and the specific reference(s)
               to the pertinent provisions of the Plan on which the decision is
               based.

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22.       DESIGNATION OF BENEFICIARY. A Participant, by filing the prescribed
          form with the Administrator, may designate one or more beneficiaries
          and successor beneficiaries who shall be given the right to exercise
          Options in accordance with the terms of the Plan in the event of the
          Participant's death. In the event the Participant does not file a form
          designating one or more beneficiaries, or no designated beneficiary
          survives the Participant, the Option shall be exercisable by the
          individual to whom such right passes by will or the laws or descent
          and distribution.

23.       INTENT. The Plan is intended to be unfunded and maintained by the
          Company solely to provide options to a select group of management or
          highly compensated employees as such group is described under Sections
          201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
          Security Act of 1974 ("ERISA") as interpreted by the U.S. Department
          of Labor. The Plan is not intended to be a plan described in Sections
          401(a) or 457 of the Code. The obligation of the Company to deliver
          Shares subject to the Options granted under this Plan constitutes
          nothing more than an unsecured promise of the Company to fulfill such
          obligations and any property of the Company that may be set aside to
          permit it to fulfill such obligations under the Plan shall, in the
          event of the Company's bankruptcy or insolvency, remain subject to the
          claims of the Company's general creditors until such Options are
          exercised.












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