<SUBMISSION>
<ACCESSION-NUMBER>0001072613-04-002318
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>9
<PERIOD>20041210
<ITEMS>1.01
<ITEMS>9.01
<FILING-DATE>20041210
<DATE-OF-FILING-DATE-CHANGE>20041210
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BOSTON SCIENTIFIC CORP
<CIK>0000885725
<ASSIGNED-SIC>3841
<IRS-NUMBER>042695240
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-11083
<FILM-NUMBER>041196847
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE BOSTON SCIENTIFIC PL
<CITY>NATICK
<STATE>MA
<ZIP>01760-1537
<PHONE>5086508000
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8-k_13134.txt
<DESCRIPTION>BOSTON SCIENTIFIC CORP. FORM 8-K
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                              --------------------

       Date of Report (Date of earliest event reported): December 10, 2004





                          BOSTON SCIENTIFIC CORPORATION
--------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


          DELAWARE                       1-11083                 04-2695240
--------------------------------------------------------------------------------
(State or other jurisdiction           (Commission             (IRS employer
      of incorporation)                file number)          identification no.)


      ONE BOSTON SCIENTIFIC PLACE, NATICK, MASSACHUSETTS        01760-1537
      --------------------------------------------------        ----------
           (Address of principal executive offices)             (Zip code)


       Registrant's telephone number, including area code: (508) 650-8000





Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the fling obligation of the registrant under any of the
following provisions:

[_] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

================================================================================
<PAGE>

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

            As part of its overall compensation program, Boston Scientific
Corporation (the "Company") grants various awards to its executive officers, key
employees and non-employee directors under the Company's 1995, 2000 and 2003
Long-Term Incentive Plans (the "Plans"). The Plans have been approved by the
Company's stockholders and are on file with the Securities and Exchange
Commission. Forms of grant agreements for Non-Qualified Stock Option, Restricted
Stock and Deferred Stock Unit awards to executive officers and other key
employees are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4,
respectively. Forms of grant agreements for Non-Qualified Stock Option,
Restricted Stock and Deferred Stock Unit awards to non-employee directors are
also attached hereto as Exhibits 10.5, 10.6 and 10.7, respectively.

            The Company's Performance Incentive Plan which provides an annual
cash bonus opportunity for salaried personnel including executive officer is
based upon the level of achievement of quarterly Company and individual
objectives. Corporate achievement is measured on a quarterly basis against sales
and profitability goals through a matrix of revenue and net income objectives.
Individual achievement for an executive officer is measured by comparing the
performance of the strategic corporate functions for which each executive
officer is responsible against the business plan of the Company. The Executive
Compensation and Human Resources Committee of the Board of Directors (the
"Compensation Committee") of the Company in accordance with its charter reviews
and recommends to the Board the performance-based annual bonuses under the Plans
for each executive officer. Also in accordance with its charter, the
Compensation Committee reviews and evaluates the goals and objectives of the
Chief Executive Officer and determines and approves the compensation of the
Chief Executive Officer. A form of the Company's Performance Incentive Plan is
attached hereto as Exhibit 10.8.




ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.


            10.1  Form of Non-Qualified Stock Option Agreement (vesting over
                  three years)

            10.2  Form of Non-Qualified Stock Option Agreement (vesting over
                  four years)

            10.3  Form of Restricted Stock Award Agreement

            10.4  Form of Deferred Stock Unit Award Agreement

            10.5  Form of Non-Qualified Stock Option Agreement (Non-employee
                  Directors)

            10.6  Form of Restricted Stock Award Agreement (Non-Employee
                  Directors)

            10.7  Form of Deferred Stock Unit Award Agreement (Non-Employee
                  Directors)

            10.8  Form of Performance Incentive Plan
<PAGE>

                                    SIGNATURE


     Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.



                                BOSTON SCIENTIFIC CORPORATION


Date: December 10, 2004         By: /s/ Lawrence J. Knopf
                                    ------------------------------
                                    Lawrence J. Knopf
                                    Vice President and Assistant General Counsel
<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number    Description
------    -----------


 10.1     Form of Non-Qualified Stock Option Agreement (vesting over three
          years)

 10.2     Form of Non-Qualified Stock Option Agreement (vesting over four years)

 10.3     Form of Restricted Stock Award Agreement

 10.4     Form of Deferred Stock Unit Award Agreement

 10.5     Form of Non-Qualified Stock Option Agreement (Non-employee Directors)

 10.6     Form of Restricted Stock Award Agreement (Non-Employee Directors)

 10.7     Form of Deferred Stock Unit Award Agreement (Non-Employee Directors)

 10.8     Form of Performance Incentive Plan

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exh10-1_13134.txt
<DESCRIPTION>LONG-TERM INCENTIVE PLAN
<TEXT>
                                                                    EXHIBIT 10.1
                                                                    ------------






                          BOSTON SCIENTIFIC CORPORATION

                          [_] LONG-TERM INCENTIVE PLAN

                      NON-QUALIFIED STOCK OPTION AGREEMENT

                                      DATE

                                  PREPARED FOR:

                                 EMPLOYEE'S NAME

<PAGE>

This Agreement is entered into by and between Boston Scientific Corporation (the
"Corporation") and the person whose name appears on the signature page hereof
(the "Optionee") effective as of the ____ day of __________, 200[_]. This
Agreement is made pursuant to the Boston Scientific Corporation [_] Long-Term
Incentive Plan (the "Plan"), which is administered by the Committee.

Capitalized terms not defined in this Agreement have the same meanings specified
in the Plan.


I.       GRANT OF OPTION

The Corporation hereby grants to the Optionee a Non-Qualified Stock Option (the
"Option") to purchase that number of shares of common stock of the Corporation
set forth on the signature page hereof (the "Option Shares") at the price set
forth on the signature page hereof (the "Exercise Price").


II.      TERM AND VESTING OF OPTION

Except as otherwise provided in Section IV, the Option shall have a term of ten
(10) years from ___________, 200[ ] until ___________, 20[_] and shall vest in
accordance with the vesting schedule set forth on the signature page hereof.


III.     EXERCISE OF OPTION

While this Option remains exercisable, the Optionee may exercise a vested
portion of the Option by delivering to the Corporation or its designee in the
form and at the location specified by the Corporation, notice stating the
Optionee's intent to exercise a specified number of shares subject to the Option
and payment of the full Exercise Price for the specified number of shares. The
payment for the full Exercise Price for the shares exercised must be made in (i)
cash, (ii) by certified check or bank draft payable in U.S. dollars ($US) to the
order of the Corporation, (iii) in whole or in part in Common Stock of the
Corporation owned by the Optionee, valued at Fair Market Value or (iv) if
available to the Optionee, by "cashless exercise", by the Optionee delivering to
his/her securities broker instructions to sell a sufficient number of shares of
Common Stock to cover the Exercise Price, applicable tax obligations and the
brokerage fees and expenses associated therewith.

Shares of Common Stock of the Corporation used for payment, in whole or part, of
the Exercise Price must have been owned by the Optionee, free and clear of all
liens or encumbrances for a period of at least six (6) months prior to the
exercise date. In addition, the Committee may impose such other or different
requirements as it may deem necessary to avoid charges to earnings of the
Corporation.

The exercise date for the Optionee's exercise of all or a specified portion of
the Option pursuant to this Section III will be deemed to be the date on which
the Corporation receives the irrevocable commitment from the Optionee to
exercise the Option Shares in the form of notice of exercise

                                       2
<PAGE>

specified by the Corporation, subject to Optionee's payment in full of the
Option Shares to be exercised. Notice of exercise of all portions of the Option
being exercised along with payment in full of the Exercise Price for such
portion must be received by the Corporation or its designee on or prior to the
last day of the Option term, as set forth in Section II above, except as
provided in Section IV below.

Upon the Corporation's determination that there has been a valid exercise of the
Option, the Corporation shall issue certificates in accordance with the terms of
this Agreement, or cause the Corporation's transfer agent to make the necessary
book entries, for the shares subject to the exercised portion of the Option.
However, the Corporation shall not be liable to the Optionee, the Optionee's
personal representative, or the Optionee's successor(s)-in-interest for damages
relating to any delays in issuing the certificates or in making book entries,
any loss of the certificates, or any mistakes or errors in the issuance of the
certificates or in making book entries, or in the certificates themselves.


IV.      TERMINATION OF EMPLOYMENT

Upon the Optionee's termination of employment for reasons of Retirement, death
or Disability, all remaining unexercised portion(s) of the Option shall
immediately vest and become exercisable by the Optionee or the Optionee's
appointed representative, as the case may be, until the expiration of term of
the Option, or such other term as the Committee may determine at or after grant,
provided that such exercise period does not extend beyond the original term of
the Option and no portion of the Option shall become vested earlier than six (6)
months from the date of grant.

Upon termination of the Optionee's employment for reasons other than for Cause
or those set forth above, the Optionee shall have the shorter of (i) twelve (12)
months from the date of termination or (ii) the remaining term of the Option, to
exercise all vested, unexercised portion(s) of the Option. Upon termination of
the Optionee's employment for reasons other than for Cause, all non-vested
unexercised portions of the Option shall lapse; provided that the Committee, in
its sole discretion, may extend the exercise period and/or accelerate vesting of
unvested portions of the Option provided that such exercise period does not
extend beyond the original term of the Option and no portion of the Option shall
become vested earlier than six (6) months from the date of grant.

At the time the Optionee is informed of termination of the Optionee's employment
for Cause, all unexercised portions of the Option shall lapse and be forfeited.

The Option, to the extent unexercised on the date following the end of any
period described above or the Option term set forth above in Section II, shall
thereupon lapse and be forfeited.

Any permitted transferee (pursuant to Section VIII below) of the Optionee shall
receive the rights herein granted subject to the terms and conditions of this
Agreement. No transfer of this Option shall be approved and effected by the
Corporation unless (i) the Corporation shall have been timely furnished with
written notice of such transfer and any copies of such notice as the Committee
may deem, in its sole discretion, necessary to establish the validity of the
transfer; (ii) the transferee or

                                       3
<PAGE>

transferees shall have agreed in writing to be bound by the terms and conditions
of this Agreement; and (iii) such transfer complies with applicable laws and
regulations.


V.       NO RIGHTS TO CONTINUED EMPLOYMENT

The Option grant made under the Plan and this Agreement shall not confer on the
Optionee any right to continue serving as an employee of the Corporation and
this Agreement shall not be construed in any way to limit the Corporation's
right to terminate or change the terms of the Optionee's employment.


VI.      CHANGE IN CONTROL

All unvested portions of the Option shall vest in the event of a Change in
Control (as defined in the Plan), immediately prior to the effective date of the
Change in Control and in the case of a Covered Transaction (as defined in the
Plan), at least ten (10) days prior to the effective date of a Covered
Transaction. This Option shall terminate immediately prior to the Covered
Transaction unless the Committee provides, at its discretion, for the
substitution or assumption of the Option, by conversion into an option to
acquire securities of equivalent kind and value of the surviving entity as of
the effective date of the Covered Transaction.


VII.     LEGEND ON CERTIFICATE

The certificates representing the shares received by the Optionee pursuant to
the exercise of the Option may be stamped or otherwise imprinted with a legend
in such form as the Corporation or its counsel may require with respect to any
applicable restrictions on sale or transfer and the stock transfer records of
the Corporation may reflect stop-transfer instructions with respect to such
shares.


VIII.    TRANSFERABILITY

Except as required by law, the Option granted under this Agreement is not
transferable and shall not be sold, transferred, assigned, pledged, gifted,
hypothecated or otherwise disposed of by the Optionee other than by will or the
laws of descent and distribution or without payment of consideration to Family
Members of the Optionee or to trusts or other entities for the benefit of
immediate family members of the Optionee. During the Optionee's lifetime, the
Option is exercisable only by the Optionee, except as provided in Section IV
above.

                                       4
<PAGE>

IX.      SATISFACTION OF TAX OBLIGATIONS

The Optionee agrees to make appropriate arrangements with the Corporation for
satisfaction of any applicable federal, state or local income tax, withholding
requirements or like requirements, including the payment to the Corporation at
the time of exercise of the Option of all such taxes and requirements.


X.       SECURITIES LAWS

Upon the acquisition of any shares pursuant to the exercise of the Option,
Optionee will make or enter into such written representations, warranties and
agreements as the Corporation may reasonably request in order to comply with
applicable securities laws, or with the Plan.


XI.      LEGAL NOTICES

Any legal notice necessary under this Agreement shall be addressed to the
Corporation in care of its Secretary at the principal executive office of the
Corporation and to the Optionee at the address appearing in the personnel
records of the Corporation for such Optionee or to either party at such other
address as either party may designate in writing to the other. Any such notice
shall be deemed effective upon receipt thereof by the addressee.


XII.     CHOICE OF LAW

The interpretation, performance and enforcement of this Agreement shall be
governed by the laws of The Commonwealth of Massachusetts (without regard to the
conflicts of laws principles) and applicable federal laws.


XIII.    CONFLICTS

The Option granted by this Agreement is subject to the Plan. The terms and
provisions of the Plan as it may be amended from time to time are hereby
incorporated herein by reference. This Agreement contains terms and provisions
established by the Committee specifically for the grant described herein. Unless
the Committee has been authorized under the Plan to establish specific terms of
an option grant, the terms of the Plan shall govern. The Committee retains the
right to alter or modify the Option granted under this Agreement as the
Committee may determine as in the best interests of the Company.


                                       5
<PAGE>

XIV.     HEADINGS

The headings contained in this Agreement are for convenience only and shall not
affect the meaning or interpretation of this Agreement.


XV.      COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to
be one and the same instrument.







                  [remainder of page left intentionally blank]



























                                       6
<PAGE>

IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the
Optionee have executed and delivered to the Agreement effective as of the date
and year first above written.



Option Shares:  # of Shares

Exercise Price:   FMV (Date of Grant)

Vesting Schedule:

           Percent of Option           Shares Vesting              Date Vested
           -----------------           --------------              -----------
                 33 1/3%                                           ____________
                 33 1/3%                                           ____________
                 33 1/3%                                           ____________



                                              OPTIONEE


                                              Signature:
                                                        -----------------------
                                              Name:     Employee Name




                                              BOSTON SCIENTIFIC CORPORATION




                                              [Authorized Officer]









                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>exh10-2_13134.txt
<DESCRIPTION>LONG-TERM INCENTIVE PLAN
<TEXT>
                                                                    EXHIBIT 10.2
                                                                    ------------






                          BOSTON SCIENTIFIC CORPORATION

                          [_] LONG-TERM INCENTIVE PLAN

                      NON-QUALIFIED STOCK OPTION AGREEMENT

                                      DATE

                                  PREPARED FOR:

                                 EMPLOYEE'S NAME










<PAGE>

This Agreement is entered into by and between Boston Scientific Corporation (the
"Corporation") and the person whose name appears on the signature page hereof
(the "Optionee") effective as of the ____ day of __________, 200[ ]. This
Agreement is made pursuant to the Boston Scientific Corporation [ ] Long-Term
Incentive Plan (the "Plan"), which is administered by the Committee.

Capitalized terms not defined in this Agreement have the same meanings specified
in the Plan.


I.    GRANT OF OPTION

The Corporation hereby grants to the Optionee a Non-Qualified Stock Option (the
"Option") to purchase that number of shares of common stock of the Corporation
set forth on the signature page hereof (the "Option Shares") at the price set
forth on the signature page hereof (the "Exercise Price").


II.   TERM AND VESTING OF OPTION

Except as otherwise provided in Section IV, the Option shall have a term of ten
(10) years from ___________, 200[ ] until ________, 20[ ] and shall vest in
accordance with the vesting schedule set forth on the signature page hereof.


III.  EXERCISE OF OPTION

While this Option remains exercisable, the Optionee may exercise a vested
portion of the Option by delivering to the Corporation or its designee in the
form and at the location specified by the Corporation, notice stating the
Optionee's intent to exercise a specified number of shares subject to the Option
and payment of the full Exercise Price for the specified number of shares. The
payment for the full Exercise Price for the shares exercised must be made in (i)
cash, (ii) by certified check or bank draft payable in U.S. dollars ($US) to the
order of the Corporation, (iii) in whole or in part in Common Stock of the
Corporation owned by the Optionee, valued at Fair Market Value or (iv) if
available to the Optionee, by "cashless exercise", by the Optionee delivering to
his/her securities broker instructions to sell a sufficient number of shares of
Common Stock to cover the Exercise Price, applicable tax obligations and the
brokerage fees and expenses associated therewith.

Shares of Common Stock of the Corporation used for payment, in whole or part, of
the Exercise Price must have been owned by the Optionee, free and clear of all
liens or encumbrances for a period of at least six (6) months prior to the
exercise date. In addition, the Committee may impose such other or different
requirements as it may deem necessary to avoid charges to earnings of the
Corporation.

The exercise date for the Optionee's exercise of all or a specified portion of
the Option pursuant to this Section III will be deemed to be the date on which
the Corporation receives the irrevocable commitment from the Optionee to
exercise the Option Shares in the form of notice of exercise
<PAGE>

specified by the Corporation, subject to Optionee's payment in full of the
Option Shares to be exercised. Notice of exercise of all portions of the Option
being exercised along with payment in full of the Exercise Price for such
portion must be received by the Corporation or its designee on or prior to the
last day of the Option term, as set forth in Section II above, except as
provided in Section IV below.

Upon the Corporation's determination that there has been a valid exercise of the
Option, the Corporation shall issue certificates in accordance with the terms of
this Agreement, or cause the Corporation's transfer agent to make the necessary
book entries, for the shares subject to the exercised portion of the Option.
However, the Corporation shall not be liable to the Optionee, the Optionee's
personal representative, or the Optionee's successor(s)-in-interest for damages
relating to any delays in issuing the certificates or in making book entries,
any loss of the certificates, or any mistakes or errors in the issuance of the
certificates or in making book entries, or in the certificates themselves.


IV.   TERMINATION OF EMPLOYMENT

Upon the Optionee's termination of employment for reasons of Retirement, death
or Disability, all remaining unexercised portion(s) of the Option shall
immediately vest and become exercisable by the Optionee or the Optionee's
appointed representative, as the case may be, until the expiration of term of
the Option, or such other term as the Committee may determine at or after grant,
provided that such exercise period does not extend beyond the original term of
the Option and no portion of the Option shall become vested earlier than six (6)
months from the date of grant.

Upon termination of the Optionee's employment for reasons other than for Cause
or those set forth above, the Optionee shall have the shorter of (i) twelve (12)
months from the date of termination or (ii) the remaining term of the Option, to
exercise all vested, unexercised portion(s) of the Option. Upon termination of
the Optionee's employment for reasons other than for Cause, all non-vested
unexercised portions of the Option shall lapse; provided that the Committee, in
its sole discretion, may extend the exercise period and/or accelerate vesting of
unvested portions of the Option provided that such exercise period does not
extend beyond the original term of the Option and no portion of the Option shall
become vested earlier than six (6) months from the date of grant.

At the time the Optionee is informed of termination of the Optionee's employment
for Cause, all unexercised portions of the Option shall lapse and be forfeited.

The Option, to the extent unexercised on the date following the end of any
period described above or the Option term set forth above in Section II, shall
thereupon lapse and be forfeited.

Any permitted transferee (pursuant to Section VIII below) of the Optionee shall
receive the rights herein granted subject to the terms and conditions of this
Agreement. No transfer of this Option shall be approved and effected by the
Corporation unless (i) the Corporation shall have been timely furnished with
written notice of such transfer and any copies of such notice as the Committee
may deem, in its sole discretion, necessary to establish the validity of the
transfer; (ii) the transferee or
<PAGE>

transferees shall have agreed in writing to be bound by the terms and conditions
of this Agreement; and (iii) such transfer complies with applicable laws and
regulations.


V.    NO RIGHTS TO CONTINUED EMPLOYMENT

The Option grant made under the Plan and this Agreement shall not confer on the
Optionee any right to continue serving as an employee of the Corporation and
this Agreement shall not be construed in any way to limit the Corporation's
right to terminate or change the terms of the Optionee's employment.


VI.   CHANGE IN CONTROL

All unvested portions of the Option shall vest in the event of a Change in
Control (as defined in the Plan), immediately prior to the effective date of the
Change in Control and in the case of a Covered Transaction (as defined in the
Plan), at least ten (10) days prior to the effective date of a Covered
Transaction. This Option shall terminate immediately prior to the Covered
Transaction unless the Committee provides, at its discretion, for the
substitution or assumption of the Option, by conversion into an option to
acquire securities of equivalent kind and value of the surviving entity as of
the effective date of the Covered Transaction.


VII.  LEGEND ON CERTIFICATE

The certificates representing the shares received by the Optionee pursuant to
the exercise of the Option may be stamped or otherwise imprinted with a legend
in such form as the Corporation or its counsel may require with respect to any
applicable restrictions on sale or transfer and the stock transfer records of
the Corporation may reflect stop-transfer instructions with respect to such
shares.


VIII. TRANSFERABILITY

Except as required by law, the Option granted under this Agreement is not
transferable and shall not be sold, transferred, assigned, pledged, gifted,
hypothecated or otherwise disposed of by the Optionee other than by will or the
laws of descent and distribution or without payment of consideration to Family
Members of the Optionee or to trusts or other entities for the benefit of
immediate family members of the Optionee. During the Optionee's lifetime, the
Option is exercisable only by the Optionee, except as provided in Section IV
above.
<PAGE>

IX.   SATISFACTION OF TAX OBLIGATIONS

The Optionee agrees to make appropriate arrangements with the Corporation for
satisfaction of any applicable federal, state or local income tax, withholding
requirements or like requirements, including the payment to the Corporation at
the time of exercise of the Option of all such taxes and requirements.


X.    SECURITIES LAWS

Upon the acquisition of any shares pursuant to the exercise of the Option,
Optionee will make or enter into such written representations, warranties and
agreements as the Corporation may reasonably request in order to comply with
applicable securities laws, or with the Plan.


XI.   LEGAL NOTICES

Any legal notice necessary under this Agreement shall be addressed to the
Corporation in care of its Secretary at the principal executive office of the
Corporation and to the Optionee at the address appearing in the personnel
records of the Corporation for such Optionee or to either party at such other
address as either party may designate in writing to the other. Any such notice
shall be deemed effective upon receipt thereof by the addressee.


XII.  CHOICE OF LAW

The interpretation, performance and enforcement of this Agreement shall be
governed by the laws of The Commonwealth of Massachusetts (without regard to the
conflicts of laws principles) and applicable federal laws.


XIII. CONFLICTS

The Option granted by this Agreement is subject to the Plan. The terms and
provisions of the Plan as it may be amended from time to time are hereby
incorporated herein by reference. This Agreement contains terms and provisions
established by the Committee specifically for the grant described herein. Unless
the Committee has been authorized under the Plan to establish specific terms of
an option grant, the terms of the Plan shall govern. The Committee retains the
right to alter or modify the Option granted under this Agreement as the
Committee may determine as in the best interests of the Company.
<PAGE>

XIV.  HEADINGS

The headings contained in this Agreement are for convenience only and shall not
affect the meaning or interpretation of this Agreement.


XV.   COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to
be one and the same instrument.














                  [remainder of page left intentionally blank]

<PAGE>

IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the
Optionee have executed and delivered to the Agreement effective as of the date
and year first above written.



Option Shares:  # of Shares

Exercise Price:  $ FMV (Date of Grant)

Vesting Schedule:

                  Percent of Option        Shares Vesting          Date Vested
                  -----------------        --------------          -----------

                        25%                                        ____________
                        25%                                        ____________
                        25%                                        ____________
                        25%                                        ____________




                                         OPTIONEE


                                         Signature:
                                                    ----------------------------
                                         Name:      Employee Name




                                         BOSTON SCIENTIFIC CORPORATION


                                         [Authorized Officer]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>exh10-3_13134.txt
<DESCRIPTION>RESTRICTED STOCK AWARD AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.3
                                                                    ------------

                          BOSTON SCIENTIFIC CORPORATION

                        RESTRICTED STOCK AWARD AGREEMENT


         This Agreement, dated as of the [ ] day of [     ], 200[ ] (the "Grant
Date"), is between Boston Scientific Corporation, a Delaware corporation (the
"Company"), and the person whose name appears on the Signature Page of this
Agreement (the "Participant"), an officer or other key employee of the Company
or any of its affiliates or subsidiaries. All capitalized terms not otherwise
defined herein shall have the meaning ascribed thereto in the Company's
Long-Term Incentive Plan set forth on the Signature Page of this Agreement (the
"Plan").

         THIS AGREEMENT MUST BE SIGNED BY THE PARTICIPANT AND RETURNED TO THE
STOCK AWARD ADMINISTRATION DEPARTMENT OF THE COMPANY AT LEAST SIX (6) MONTHS
PRIOR TO THE FIRST LAPSE OF ANY FORFEITURE RESTRICTIONS CONTAINED HEREIN IN
ORDER TO BE EFFECTIVE.

         1. Grant and Acceptance of Award. The Company hereby awards to the
Participant that number of shares set forth on the Signature Page of this
Agreement (the "Restricted Stock") of the Company's common stock, par value $.01
per share (the "Common Stock"), subject to the restrictions set forth below.
This award is granted pursuant to and is subject to the terms and conditions of
this Agreement and the provisions of the Plan. The Participant hereby accepts
the award of the Restricted Stock.

         2. Restrictions on Shares. Shares of Restricted Stock awarded hereunder
shall be subject to the forfeiture restrictions described in Section 7 hereof
and the limits on transferability described in Section 14 below.

         3. Lapse of Restrictions. Except as otherwise provided in Section 5
hereof (relating to death of the Participant), Section 6 hereof (relating to
Retirement or Disability of the Participant) and Section 8 hereof (relating to
Change in Control of the Company), shares of Restricted Stock awarded hereunder
shall become free of the forfeiture restrictions described in Section 7 hereof
in installments as equal as possible without fractional shares on each of the
following three anniversaries of the date first set forth above.

         4. Participant's Rights in Restricted Stock. The shares of Restricted
Stock awarded hereunder shall be evidenced in the manner as the Company may
determine. Any shares issued shall be registered in the name of the Participant
and certificates representing those shares may be held by the Company and not be
delivered to the Participant until the lapse of all forfeiture restrictions with
respect to the shares. The Participant agrees to deliver a stock power, endorsed
in blank, relating to the shares of Restricted Stock awarded hereunder, if so
requested by the Company. During the period
<PAGE>
                                       -2-

that shares of Restricted Stock are subject to forfeiture, subject, however, to
Section 14 of this Agreement (relating to limits on transferability), the
Participant will have all the rights of a stockholder of the Company with
respect to the shares, including the right to receive dividends and the right to
vote the shares.

         5. Death. Upon the death of the Participant while employed or engaged
as a director with the Company and its affiliates or subsidiaries, any shares of
Restricted Stock awarded hereunder that remain subject to forfeiture shall be
free of restrictions.

         6. Retirement or Disability. In the event of the Participant's
Retirement or Disability, any shares of Restricted Stock awarded hereunder that
remain subject to forfeiture shall be free of restrictions.

         7. Other Termination of Employment -- Forfeiture of Award. If the
employment of the Participant with the Company and its affiliates or
subsidiaries is terminated or Participant separates from the Company and its
affiliates or subsidiaries for any reason other than death, Retirement or
Disability, any shares of Restricted Stock awarded hereunder that remain subject
to forfeiture shall be immediately and automatically forfeited to the Company.

         8. Change in Control of the Company. In the event of a Change in
Control of the Company, any shares of Restricted Stock awarded hereunder that
remain subject to forfeiture shall be free of restrictions.

         9. Consideration for Restricted Stock. The shares of Restricted Stock
are being issued for no cash consideration.

         10. Legend on Certificate. The certificates representing the shares of
Restricted Stock awarded hereunder, if delivered to the Participant prior to the
lapse of the forfeiture restrictions, shall bear a legend substantially in the
following form:

         The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including
         forfeiture) of a Boston Scientific Corporation Long-Term Incentive Plan
         and a Restricted Stock Award Agreement entered into between the
         registered owner and Boston Scientific Corporation. Copies of the Plan
         and Agreement are on file in the offices of Boston Scientific
         Corporation at One Boston Scientific Place, Natick, MA 01760-1537.

         11. Delivery of Stock. The Company shall not be obligated to deliver
any shares of Restricted Stock awarded hereunder until (i) all federal and state
laws and regulations as the Company may deem applicable have been complied with;
(ii) the shares have been listed or authorized for listing upon official notice
to the New York Stock Exchange, Inc. or have otherwise been accorded trading
privileges; and (iii) all
<PAGE>
                                       -3-

other legal matters in connection with the issuance and delivery of such shares
have been approved by the Company's legal department.

         12. Tax Withholding. The Participant shall be responsible for the
payment of any federal, state or local taxes of any kind required by law to be
paid with respect to the shares of Restricted Stock awarded hereunder,
including, without limitation, the payment of any applicable withholding, FICA
and similar taxes or obligations. Except as otherwise provided in this Section,
upon the lapse of any forfeiture restriction with respect to the Restricted
Stock awarded hereunder, the Company shall hold back from the unrestricted
shares for which certificates are to be delivered to the Participant, and shall
cause to be transferred to the Company, whole shares of Common Stock having a
Fair Market Value on the day of lapse as nearly as possible equal to (rounded to
the next whole share) the Company's withholding, FICA and similar tax
obligations with respect to the Restricted Stock. To the extent of the Fair
Market Value of the withheld shares, Participant shall be deemed to have
satisfied Participant's responsibility under this Section 12 to pay these
obligations. The Participant shall satisfy Participant's responsibility to pay
any other withholding or similar tax obligations with respect to the Restricted
Shares, and (subject to such rules as the Committee may prescribe) may satisfy
Participant's responsibility to pay the tax obligations described in the
immediately preceding sentence, by so indicating to the Company in writing at
least thirty (30) days prior to the lapse of the applicable forfeiture
restriction and paying the amount of these tax obligations in cash to the
Company within ten (10) business days following the lapse or by making other
arrangements satisfactory to the Committee for the payment of these tax
obligations. In no event shall whole shares be withheld by or delivered to the
Company in satisfaction of tax withholding requirements in excess of the maximum
statutory tax withholding required by law. The Participant agrees to indemnify
the Company against any and all liabilities, damages, costs and expenses that
the Company may hereafter incur, suffer or be required to pay with respect to
the payment or withholding of any taxes. The obligations of the Company under
this Agreement and the Plan shall be conditional upon such payment or
arrangements, and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Participant. Without limiting the foregoing, if the Participant elects pursuant
to Internal Revenue Code Section 83(b) to recognize taxable income in connection
with the grant of this Award, Participant must notify the Company of such
election in writing within thirty (30) days of the date hereof and must pay in
cash to the Company the amount of withholding and other tax obligations
associated with the election or make other arrangements satisfactory to the
Company for the payment thereof.

         13. Investment Intent. The Participant acknowledges that the
acquisition of the Restricted Stock is for investment purposes without a view to
distribution thereof.

         14. Limits on Transferability. Until the restrictions imposed upon the
Restricted Stock by this Agreement lapse in accordance with the terms of this
Agreement
<PAGE>
                                       -4-

or by action of the Committee, the shares of Restricted Stock awarded and
accepted hereby are not transferable and shall not be sold, transferred,
assigned, pledged, gifted, hypothecated or otherwise disposed of or encumbered
by the Participant. Transfers of shares of Common Stock by the Participant are
subject to the Company's Stock Trading Policy.

         15. Award Subject to the Plan. The award made pursuant to this
Agreement is made subject to the Plan. The terms and provisions of the Plan as
it may be amended from time to time are hereby incorporated herein by reference.
In the event of a conflict between any term or provision contained in this
Agreement and a term or provision of the Plan, the applicable terms and
conditions of the Plan will govern and prevail. However, no amendment of the
Plan after the date hereof may adversely alter or impair the award of the
Restricted Stock pursuant to this Agreement.

         16. No Rights to Continued Employment. The grant of the award of
Restricted Stock hereunder shall not confer upon the Participant any right to
continued employment or other association with the Company or any of its
affiliates or subsidiaries; and this Agreement shall not be construed in any way
to limit the right of the Company or any of its subsidiaries or affiliates to
terminate the employment or other association of the Participant with the
Company or to change the terms of such employment or association at any time.

         17. Legal Notices. Any legal notice necessary under this Agreement
shall be addressed to the Company in care of its General Counsel at the
principle executive offices of the Company and to the Participant at the address
appearing in the personnel records of the Company for such Participant or to
either party at such other address as either party may designate in writing to
the other. Any such notice shall be deemed effective upon receipt thereof by the
addressee.

         18. Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of The Commonwealth of
Massachusetts (without regard to the conflict of laws principles thereof) and
applicable federal laws.

         19. Headings. The headings contained in this Agreement are for
convenience only and shall not affect the meaning or interpretation of this
Agreement.

         20. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to the one and the same instrument.
<PAGE>
                                       -5-


                                 SIGNATURE PAGE

         IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Participant have executed and delivered this Agreement as a sealed
instrument as of the date and year first above written.



PLAN: [  ] LONG-TERM INCENTIVE PLAN
Number of Shares:  [  ]



                                            BOSTON SCIENTIFIC CORPORATION


                                            By:_________________________________
                                            Name:
                                            Title:




                                            PARTICIPANT


                                            ____________________________________
                                            [Name]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>exh10-4_13134.txt
<DESCRIPTION>DEFERRED STOCK UNIT AWARD AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.4
                                                                    ------------

                          BOSTON SCIENTIFIC CORPORATION

                                 INTENT TO GRANT

                       DEFERRED STOCK UNIT AWARD AGREEMENT

         This Agreement, dated as of the ___ day of ________, 200[ ] (the "Grant
Date"), is between Boston Scientific Corporation, a Delaware corporation (the
"Company"), and the person whose name appears on the Signature Page of this
Agreement (the "Participant"), an employee of the Company or any of its
affiliates or subsidiaries. All capitalized terms not otherwise defined herein
shall have the meaning ascribed thereto in the Company's Long-Term Incentive
Plan set forth on the Signature Page of this Agreement (the "Plan").

         THIS AGREEMENT MUST BE SIGNED BY THE PARTICIPANT AND RETURNED TO THE
STOCK AWARD ADMINISTRATION DEPARTMENT OF THE COMPANY AT LEAST SIX (6) MONTHS
PRIOR TO THE FIRST INTENDED ISSUE DATE DESCRIBED HEREIN IN ORDER TO BE
EFFECTIVE.

         1. Grant and Acceptance of Award. The Company hereby indicates its
intent to award to the Participant that number of Deferred Stock Units set forth
on the Signature Page of this Agreement (the "Unit"), each Unit representing the
Company's commitment to issue to Participant one share of the Company's common
stock, par value $.01 per share (the "Stock"), subject to certain eligibility
and other conditions set forth herein. The award is intended to be granted
pursuant to and is subject to the terms and conditions of this Agreement and the
provisions of the Plan.

         2. Eligibility Conditions upon Award of Units. Participant hereby
acknowledges the intent of the Company to award Units subject to certain
eligibility and other conditions set forth herein.

         3. Satisfaction of Conditions. Except as otherwise provided in Section
5 hereof (relating to death of the Participant), Section 6 hereof (relating to
Retirement or Disability of the Participant) and Section 8 hereof (relating to
Change in Control of the Company), the Company intends to award shares of Stock
hereunder subject to the eligibility conditions described in Section 7 hereof in
approximately equal annual installments on each of four anniversaries of the
date first set forth above, beginning on the second anniversary of the date of
grant. No shares of Stock shall be issued to Participant prior to the date on
which the Units vest.

         4. Participant's Rights in Stock. The shares of Stock if and when
issued hereunder shall be registered in the name of the Participant and
evidenced in the manner as the Company may determine. During the period prior to
the issuance of Stock, the
<PAGE>
                                       -2-

Participant will have no rights of a stockholder of the Company with respect to
the Stock, including no right to receive dividends or vote the shares of Stock.

         5. Death. Upon the death of the Participant while employed by the
Company and its affiliates or subsidiaries, the Company will issue to the
Participant or beneficiary of the Participant as set forth under the provisions
of the Company's program of life insurance for employees, any shares of Stock to
Participant to be awarded hereunder that remain subject to eligibility
conditions.

         6. Retirement or Disability. In the event of the Participant's
Retirement or Disability, the Company will issue to Participant any shares of
Stock to be awarded hereunder that remain subject to eligibility conditions.

         7. Other Termination of Employment -- Eligibility Conditions. If the
employment of the Participant with the Company and its affiliates or
subsidiaries is terminated or Participant separates from the Company and its
affiliates or subsidiaries for any reason other than death, Retirement or
Disability, any Units that remain subject to eligibility conditions shall be
void and no Stock shall be issued. Eligibility to be issued shares of Stock is
conditioned on Participant's continuous employment with the Company through and
on the applicable anniversary of the date as set forth in Section 3 above.

         8. Change in Control of the Company. In the event of a Change in
Control of the Company, the Company will issue to Participant any shares of
Stock to be awarded hereunder that remain subject to eligibility conditions.

         9. Consideration for Stock. The shares of Stock are intended to be
issued for no cash consideration.

         10. Delivery of Stock. The Company shall not be obligated to deliver
any shares of Stock to be awarded hereunder until (i) all federal and state laws
and regulations as the Company may deem applicable have been complied with; (ii)
the shares have been listed or authorized for listing upon official notice to
the New York Stock Exchange, Inc. or have otherwise been accorded trading
privileges; and (iii) all other legal matters in connection with the issuance
and delivery of the shares have been approved by the Company's legal department.

         11. Tax Withholding. The Participant shall be responsible for the
payment of any taxes of any kind required by any national or local law to be
paid with respect to the Units or the shares of Stock to be awarded hereunder,
including, without limitation, the payment of any applicable withholding,
income, social and similar taxes or obligations. Except as otherwise provided in
this Section, upon the issuance of Stock or the satisfaction of any eligibility
condition with respect to the Stock to be issued hereunder, the Company shall
hold back from the total number of shares of Stock to be delivered to
<PAGE>
                                       -3-

the Participant, and shall cause to be transferred to the Company, whole shares
of Stock having a Fair Market Value on the date the shares are subject to
issuance an amount as nearly as possible equal to (rounded to the next whole
share) the Company's withholding, income, social and similar tax obligations
with respect to the Stock. To the extent of the Fair Market Value of the
withheld shares, Participant shall be deemed to have satisfied Participant's
responsibility under this Section 11 to pay these obligations. The Participant
shall satisfy Participant's responsibility to pay any other withholding, income,
social or similar tax obligations with respect to the Stock, and (subject to
such rules as the Committee may prescribe) may satisfy Participant's
responsibility to pay the tax obligations described in the immediately preceding
sentence, by so indicating to the Company in writing at least thirty (30) days
prior to the date the shares of Stock are subject to issuance and paying the
amount of these tax obligations in cash to the Company within ten (10) business
days following the date the Units vest or by making other arrangements
satisfactory to the Committee for payment of these obligations. In no event
shall whole shares be withheld by or delivered to the Company in satisfaction of
tax withholding requirements in excess of the maximum statutory tax withholding
required by law. The Participant agrees to indemnify the Company against any and
all liabilities, damages, costs and expenses that the Company may hereafter
incur, suffer or be required to pay with respect to the payment or withholding
of any taxes. The obligations of the Company under this Agreement and the Plan
shall be conditional upon such payment or arrangements, and the Company shall,
to the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Participant.

         12. Investment Intent. The Participant acknowledges that the
acquisition of the Stock to be issued hereunder is for investment purposes
without a view to distribution thereof.

         13. Limits on Transferability. Until the eligibility conditions of this
award have been satisfied and shares of Stock have been issued in accordance
with the terms of this Agreement or by action of the Committee, the Units
awarded hereunder are not transferable and shall not be sold, transferred,
assigned, pledged, gifted, hypothecated or otherwise disposed of or encumbered
by the Participant. Transfers of shares of Stock by the Participant are subject
to the Company's Stock Trading Policy.

         14. Award Subject to the Plan. The award to be made pursuant to this
Agreement is made subject to the Plan. The terms and provisions of the Plan as
it may be amended from time to time are hereby incorporated herein by reference.
In the event of a conflict between any term or provision contained in this
Agreement and a term or provision of the Plan, the applicable terms and
conditions of the Plan will govern and prevail. However, no amendment of the
Plan after the date hereof may adversely alter or impair the issuance of the
Stock to be made pursuant to this Agreement.

         15. No Rights to Continued Employment. The Company's intent to grant
the shares of Stock hereunder shall not confer upon the Participant any right to
continued
<PAGE>
                                       -4-

employment or other association with the Company or any of its affiliates or
subsidiaries; and this Agreement shall not be construed in any way to limit the
right of the Company or any of its subsidiaries or affiliates to terminate the
employment or other association of the Participant with the Company or to change
the terms of such employment or association at any time.

         16. Legal Notices. Any legal notice necessary under this Agreement
shall be addressed to the Company in care of its General Counsel at the
principle executive offices of the Company and to the Participant at the address
appearing in the personnel records of the Company for such Participant or to
either party at such other address as either party may designate in writing to
the other. Any such notice shall be deemed effective upon receipt thereof by the
addressee.

         17. Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of The Commonwealth of
Massachusetts (without regard to the conflict of laws principles thereof) and
applicable federal laws.

         18. Headings. The headings contained in this Agreement are for
convenience only and shall not affect the meaning or interpretation of this
Agreement.

         19. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to the one and the same instrument.
<PAGE>
                                       -5-


                                 SIGNATURE PAGE

         IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Participant have executed and delivered this Agreement as a sealed
instrument as of the date and year first above written.



PLAN: 2003 LONG-TERM INCENTIVE PLAN
Number of Deferred Stock Units:  [    ]

Issuance Schedule
25%      Date of Second Anniversary
25%      Date of Third Anniversary
25%      Date of Fourth Anniversary
25%      Date of Fifth Anniversary

                                            BOSTON SCIENTIFIC CORPORATION


                                            By:_________________________________
                                            Name:
                                            Title:




                                            PARTICIPANT


                                            ____________________________________
                                            [Name]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>exh10-5_13134.txt
<DESCRIPTION>LONG-TERM INCENTIVE PLAN
<TEXT>
                                                                    EXHIBIT 10.5
                                                                    ------------





                          BOSTON SCIENTIFIC CORPORATION

                          [ ] LONG-TERM INCENTIVE PLAN

                      NON-QUALIFIED STOCK OPTION AGREEMENT

                                      DATE

                                  PREPARED FOR:

                                      NAME
                             [Non-Employee Director]
<PAGE>

This Agreement is entered into by and between Boston Scientific Corporation (the
"Corporation") and the person whose name appears on the signature page hereof
(the "Optionee") effective as of the [ ] day of ________, 200[ ]. This Agreement
is made pursuant to the Boston Scientific Corporation 2000 Long-Term Incentive
Plan, as amended (the "Plan"), which is administered by the Committee.

Capitalized terms not defined in this Agreement have the same meanings specified
in the Plan.


I.       GRANT OF OPTION

The Corporation hereby grants to the Optionee a Non-Qualified Stock Option (the
"Option") to purchase that number of shares of common stock of the Corporation
set forth on the signature page hereof (the "Option Shares") at the price set
forth on the signature page hereof (the "Exercise Price").


II.      TERM AND VESTING OF OPTION

Except as otherwise provided in Section IV, the Option shall have a term of ten
(10) years from [date of grant ] until [ten years from date of grant] and shall
vest in accordance with the vesting schedule set forth on the signature page
hereof.


III.     EXERCISE OF OPTION

While this Option remains exercisable, the Optionee may exercise a vested
portion of the Option by delivering to the Corporation or its designee in the
form and at the location specified by the Corporation, notice stating the
Optionee's intent to exercise a specified number of shares subject to the Option
and payment of the full Exercise Price for the specified number of shares. The
payment for the full Exercise Price for the shares exercised must be made in (i)
cash, (ii) by certified check or bank draft payable in U.S. dollars ($US) to the
order of the Corporation, (iii) in whole or in part in Common Stock of the
Corporation owned by the Optionee, valued at Fair Market Value or (iv) if
available to the Optionee, by "cashless exercise", by the Optionee delivering to
his/her securities broker instructions to sell a sufficient number of shares of
Common Stock to cover the Exercise Price, applicable tax obligations and the
brokerage fees and expenses associated therewith.

Shares of Common Stock of the Corporation used for payment, in whole or part, of
the Exercise Price must have been owned by the Optionee, free and clear of all
liens or encumbrances for a period of at least six (6) months prior to the
exercise date. In addition, the Committee may impose such other or different
requirements as it may deem necessary to avoid charges to earnings of the
Corporation.

                                       2
<PAGE>

The exercise date for the Optionee's exercise of all or a specified portion of
the Option pursuant to this Section III will be deemed to be the date on which
the Corporation receives the irrevocable commitment from the Optionee to
exercise the Option Shares in the form of notice of exercise specified by the
Corporation, subject to Optionee's payment in full for the Option Shares to be
exercised. Notice of exercise of all portions of the Option being exercised
along with payment in full of the Exercise Price for such portion must be
received by the Corporation or its designee on or prior to the last day of the
Option term, as set forth in Section II above, except as provided in Section IV
below.

Upon the Corporation's determination that there has been a valid exercise of the
Option, the Corporation shall issue certificates in accordance with the terms of
this Agreement, or cause the Corporation's transfer agent to make the necessary
book entries, for the shares subject to the exercised portion of the Option.
However, the Corporation shall not be liable to the Optionee, the Optionee's
personal representative, or the Optionee's successor(s)-in-interest for damages
relating to any delays in issuing the certificates or in making book entries,
any loss of the certificates, or any mistakes or errors in the issuance of the
certificates or in making book entries, or in the certificates themselves.


IV.      TERMINATION OF SERVICE

Upon the date an Optionee ceases to be a member of the Board of Directors of the
Corporation for reasons of Retirement, death or Disability, all remaining
unexercised portion(s) of the Option shall immediately vest and become
exercisable by the Optionee or the Optionee's appointed representative, as the
case may be, until the expiration of term of the Option, or such other term as
the Committee may determine at or after grant.

If the Optionee ceases to be a member of the Board for any other reason than
Retirement, death or Disability, the Optionee shall have the shorter of (i)
twelve (12) months from the date of departure or (ii) the remaining term of the
Option, to exercise all vested, unexercised portion(s) of the Option. Upon
cessation of the Optionee's membership on the Board for reasons other than for
those set forth above, all non-vested unexercised portions of the Option shall
lapse; provided that the Committee, in its sole discretion, may extend the
exercise period and/or accelerate vesting of unvested portions of the Option
provided that such exercise period does not extend beyond the original term of
the Option and no portion of the Option shall become vested earlier than six (6)
months from the date of grant.

The Option, to the extent unexercised on the date following the end of any
period described above or the Option term set forth above in Section II, shall
thereupon lapse and be forfeited.

Any permitted transferee (pursuant to Section VIII below) of the Optionee shall
receive the rights herein granted subject to the terms and conditions of this
Agreement. No transfer of this Option shall be approved and effected by the
Corporation unless (i) the Corporation shall have been timely furnished with
written notice of such transfer and any copies of such notice as the Committee
may deem, in its sole discretion, necessary to establish the validity

                                       3
<PAGE>

of the transfer; (ii) the transferee or transferees shall have agreed in writing
to be bound by the terms and conditions of this Agreement; and (iii) such
transfer complies with applicable laws and regulations.


V.       NO RIGHTS TO CONTINUED MEMBERSHIP

The Option grant made under the Plan and this Agreement shall not confer on the
Optionee any right to continued membership on the Board of Directors.


VI.      CHANGE IN CONTROL

All unvested portions of the Option shall vest in the event of a Change in
Control (as defined in the Plan), immediately prior to the effective date of the
Change in Control and in the case of a Covered Transaction (as defined in the
Plan), at least ten (10) days prior to the effective date of a Covered
Transaction. This Option shall terminate immediately prior to the Covered
Transaction unless the Committee provides, at its discretion, for the
substitution or assumption of the Option, by conversion into an option to
acquire securities of equivalent kind and value of the surviving entity as of
the effective date of the Covered Transaction.


VII.     LEGEND ON CERTIFICATE

The certificates representing the shares received by the Optionee pursuant to
the exercise of the Option may be stamped or otherwise imprinted with a legend
in such form as the Corporation or its counsel may require with respect to any
applicable restrictions on sale or transfer and the stock transfer records of
the Corporation may reflect stop-transfer instructions with respect to such
shares.


VIII.    TRANSFERABILITY

Except as required by law, the Option granted under this Agreement is not
transferable and shall not be sold, transferred, assigned, pledged, gifted,
hypothecated or otherwise disposed of by the Optionee other than by will or the
laws of descent and distribution or without payment of consideration to Family
Members of the Optionee or to trusts or other entities for the benefit of
immediate family members of the Optionee. During the Optionee's lifetime, the
Option is exercisable only by the Optionee, except as provided in Section IV
above.


                                       4
<PAGE>

IX.      SATISFACTION OF TAX OBLIGATIONS

The Optionee agrees to make appropriate arrangements with the Corporation for
satisfaction of any applicable federal, state or local income tax, withholding
requirements or like requirements, including the payment to the Corporation at
the time of exercise of the Option of all such taxes and requirements.


X.       SECURITIES LAWS

Upon the acquisition of any shares pursuant to the exercise of the Option,
Optionee will make or enter into such written representations, warranties and
agreements as the Corporation may reasonably request in order to comply with
applicable securities laws, or with the Plan.


XI.      LEGAL NOTICES

Any legal notice necessary under this Agreement shall be addressed to the
Corporation in care of its Secretary at the principal executive office of the
Corporation and to the Optionee at the address appearing in the personnel
records of the Corporation for such Optionee or to either party at such other
address as either party may designate in writing to the other. Any such notice
shall be deemed effective upon receipt thereof by the addressee.


XII.     CHOICE OF LAW

The interpretation, performance and enforcement of this Agreement shall be
governed by the laws of The Commonwealth of Massachusetts (without regard to the
conflicts of laws principles) and applicable federal laws.


XIII.    CONFLICTS

The Option granted by this Agreement is subject to the Plan. The terms and
provisions of the Plan as it may be amended from time to time are hereby
incorporated herein by reference. This Agreement contains terms and provisions
established by the Committee specifically for the grant described herein. Unless
the Committee has been authorized under the Plan to establish specific terms of
an option grant, the terms of the Plan shall govern. The Committee retains the
right to alter or modify the Option granted under this Agreement as the
Committee may determine as in the best interests of the Company.


                                       5
<PAGE>

XIV.     HEADINGS

The headings contained in this Agreement are for convenience only and shall not
affect the meaning or interpretation of this Agreement.


XV.      COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to
be one and the same instrument.







                  [remainder of page left intentionally blank]




                                       6
<PAGE>

IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the
Optionee have executed and delivered to the Agreement effective as of the date
and year first above written.



Option Shares:    # of shares

Exercise Price:   FMV (Date of Grant)

Vesting Schedule:

             Percent of Option      Shares Vesting            Date Vested
             -----------------      --------------            -----------
                  33 1/3%                                 [First Anniversary]
                  33 1/3%                                 [Second Anniversary]
                  33 1/3%                                 [Third Anniversary]


                                            OPTIONEE


                                            Signature:
                                                      -----------------------
                                            Name




                                            BOSTON SCIENTIFIC CORPORATION



                                            Signature:
                                                      -----------------------
                                            Name
                                            Title


                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>exh10-6_13134.txt
<DESCRIPTION>RESTRICTED STOCK AWARD AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.6
                                                                    ------------

                          BOSTON SCIENTIFIC CORPORATION

                             NON-EMPLOYEE DIRECTOR

                        RESTRICTED STOCK AWARD AGREEMENT

         This Agreement, dated as of the ___ day of _______, 200[ ] (the "Grant
Date"), is between Boston Scientific Corporation, a Delaware corporation (the
"Company"), and the person whose name appears on the Signature Page of this
Agreement (the "Participant"), a non-employee director of the Company. All
capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Company's 2000 Long-Term Incentive Plan (the "Plan").

         THIS AGREEMENT MUST BE SIGNED BY THE PARTICIPANT AND RETURNED TO THE
STOCK AWARD ADMINISTRATION DEPARTMENT OF THE COMPANY AT LEAST SIX (6) MONTHS
PRIOR TO THE FIRST LAPSE OF ANY FORFEITURE RESTRICTIONS CONTAINED HEREIN IN
ORDER TO BE EFFECTIVE.

         1. Grant and Acceptance of Award. The Company hereby awards to the
Participant that number of shares set forth on the Signature Page of this
Agreement (the "Restricted Stock") of the Company's common stock, par value $.01
per share (the "Common Stock"), subject to the restrictions set forth below.
This award is granted pursuant to and is subject to the terms and conditions of
this Agreement and the provisions of the Plan. The Participant hereby accepts
the award of the Restricted Stock.

         2. Restrictions on Shares. Shares of Restricted Stock awarded hereunder
shall be subject to the forfeiture restrictions described in Section 7 hereof
and the limits on transferability described in Section 14 below.

         3. Lapse of Restrictions. Except as otherwise provided in Section 5
hereof (relating to death of the Participant), Section 6 hereof (relating to
Retirement or Disability of the Participant) and Section 8 hereof (relating to
Change in Control of the Company), shares of Restricted Stock awarded hereunder
shall become free of the forfeiture restrictions described in Section 7 hereof
upon the expiration of Participant's current term of office as a director of the
Company. If, however, Participant elected to defer receipt of the Restricted
Stock pursuant to the Company's Non-Employee Director Deferred Compensation
Program, the Restricted Stock shall become free of the forfeiture restrictions
upon commencement of distribution of the deferred amounts in accordance with the
Participant's elections under the Deferred Compensation Plan.

         4. Participant's Rights in Restricted Stock. The shares of Restricted
Stock awarded hereunder shall be evidenced in the manner as the Company may
determine. Any shares issued shall be registered in the name of the Participant
and certificates representing those shares may be held by the Company and not be
delivered to the Participant until the lapse of all forfeiture restrictions with
respect to the shares. The
<PAGE>
                                       -2-


Participant agrees to deliver a stock power, endorsed in blank, relating to the
shares of Restricted Stock awarded hereunder, if so requested by the Company.
During the period that shares of Restricted Stock are subject to forfeiture,
subject, however, to Section 14 of this Agreement (relating to limits on
transferability), the Participant will have all the rights of a stockholder of
the Company with respect to the shares, including the right to receive dividends
and the right to vote the shares. Participant may elect to defer an award of
Restricted Stock under the Company's Non-Employee Director Deferred Compensation
Plan provided that Participant provides written notice to the Company of his or
her election to defer all or a portion of the shares of Restricted Stock prior
to the end of the preceding year in which the award of Restricted Stock is
granted or, if later, within 30 days after the day on which he or she becomes a
director of the Company.

         5. Death. Upon the death of the Participant while serving as a director
with the Company, any shares of Restricted Stock awarded hereunder that remain
subject to forfeiture shall be free of restrictions.

         6. Retirement or Disability. In the event of the Participant's
Retirement or Disability, any shares of Restricted Stock awarded hereunder that
remain subject to forfeiture shall be free of restrictions.

         7. Other Termination -- Forfeiture of Award. If service as a director
of the Company ceases or Participant separates from the Company for any reason
other than death, Retirement or Disability, any shares of Restricted Stock
awarded hereunder that remain subject to forfeiture shall be immediately and
automatically forfeited to the Company.

         8. Change in Control of the Company. In the event of a Change in
Control of the Company, any shares of Restricted Stock awarded hereunder that
remain subject to forfeiture shall be free of restrictions.

         9. Consideration for Restricted Stock. The shares of Restricted Stock
are being issued for no cash consideration.

         10. Legend on Certificate. The certificates representing the shares of
Restricted Stock awarded hereunder, if delivered to the Participant prior to the
lapse of the forfeiture restrictions, shall bear a legend substantially in the
following form:

         The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including
         forfeiture) of a Boston Scientific Corporation Long-Term Incentive Plan
         and a Restricted Stock Award Agreement entered into between the
         registered owner and Boston Scientific Corporation. Copies of the Plan
         and Agreement are on file in the offices of Boston Scientific
         Corporation at One Boston Scientific Place, Natick, MA 01760-1537.
<PAGE>
                                       -3-


         In addition, certificates representing shares of Restricted Stock shall
also bear an Affiliate Legend.

         11. Delivery of Stock. The Company shall not be obligated to deliver
any shares of Restricted Stock awarded hereunder until (i) all federal and state
laws and regulations as the Company may deem applicable have been complied with,
and (iii) all other legal matters in connection with the issuance and delivery
of such shares have been approved by the Company's legal department.

         12. Tax Withholding. The Participant shall be responsible for the
payment of any federal, state or local taxes of any kind required by law to be
paid with respect to the shares of Restricted Stock awarded hereunder,
including, without limitation, the payment of any applicable withholding, FICA
and similar taxes or obligations. If the Participant elects pursuant to Internal
Revenue Code Section 83(b) to recognize taxable income in connection with the
grant of this Award, Participant must notify the Company of such election in
writing within thirty (30) days of the date hereof and must pay in cash to the
Company the amount of withholding and other tax obligations associated with the
election or make other arrangements satisfactory to the Company for the payment
thereof.

         13. Investment Intent. The Participant acknowledges that the
acquisition of the Restricted Stock is for investment purposes without a view to
distribution thereof.

         14. Limits on Transferability. Until the restrictions imposed upon the
Restricted Stock by this Agreement lapse in accordance with the terms of this
Agreement or by action of the Committee, the shares of Restricted Stock awarded
and accepted hereby are not transferable and shall not be sold, transferred,
assigned, pledged, gifted, hypothecated or otherwise disposed of or encumbered
by the Participant. Transfers of shares of Common Stock by the Participant are
subject to the Company's Stock Trading Policy.

         15. Award Subject to the Plan. The award made pursuant to this
Agreement is made subject to the Plan. The terms and provisions of the Plan as
it may be amended from time to time are hereby incorporated herein by reference.
In the event of a conflict between any term or provision contained in this
Agreement and a term or provision of the Plan, the applicable terms and
conditions of the Plan will govern and prevail. However, no amendment of the
Plan after the date hereof may adversely alter or impair the award of the
Restricted Stock pursuant to this Agreement.

         16. No Rights to Continued Service. The grant of the award of
Restricted Stock hereunder shall not confer upon the Participant any right to
continued service as a director of the Company and this Agreement shall not be
construed in any way to limit the rights of the Company or its shareholders
pursuant to the organizational documents of the Company and applicable law.
<PAGE>
                                       -4-


         17. Legal Notices. Any legal notice necessary under this Agreement
shall be addressed to the Company in care of its General Counsel at the
principle executive offices of the Company and to the Participant at the address
appearing in the records of the Company for such Participant or to either party
at such other address as either party may designate in writing to the other. Any
such notice shall be deemed effective upon receipt thereof by the addressee.

         18. Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of The Commonwealth of
Massachusetts (without regard to the conflict of laws principles thereof) and
applicable federal laws.

         19. Headings. The headings contained in this Agreement are for
convenience only and shall not affect the meaning or interpretation of this
Agreement.

         20. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to the one and the same instrument.

<PAGE>
                                       -5-


                                 SIGNATURE PAGE

         IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Participant have executed and delivered this Agreement as a sealed
instrument as of the date and year first above written.



PLAN:  [   ] LONG-TERM INCENTIVE PLAN
Number of Shares:  #

                                            BOSTON SCIENTIFIC CORPORATION


                                            [Authorized Officer]





                                            PARTICIPANT


                                            ------------------------------------
                                            Name

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>exh10-7_13134.txt
<DESCRIPTION>DEFERRED STOCK UNIT AWARD AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.7
                                                                    ------------


                          BOSTON SCIENTIFIC CORPORATION

                              NON-EMPLOYEE DIRECTOR

                                 INTENT TO GRANT

                       DEFERRED STOCK UNIT AWARD AGREEMENT


         This Agreement, dated as of the ___ day of ________, 200[ ] (the "Grant
Date"), is between Boston Scientific Corporation, a Delaware corporation (the
"Company"), and the person whose name appears on the Signature Page of this
Agreement (the "Participant"), a non-employee director of the Company. All
capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Company's Long-Term Incentive Plan set forth on the Signature
Page of this Agreement (the "Plan").

         THIS AGREEMENT MUST BE SIGNED BY THE PARTICIPANT AND RETURNED TO THE
STOCK AWARD ADMINISTRATION DEPARTMENT OF THE COMPANY AT LEAST SIX (6) MONTHS
PRIOR TO THE FIRST INTENDED ISSUE DATE DESCRIBED HEREIN IN ORDER TO BE
EFFECTIVE.

         1. Grant and Acceptance of Award. The Company hereby indicates its
intent to award to the Participant that number of Deferred Stock Units set forth
on the Signature Page of this Agreement (the "Unit"), each Unit representing the
Company's commitment to issue to Participant one share of the Company's common
stock, par value $.01 per share (the "Stock"), subject to certain eligibility
and other conditions set forth herein. The award is intended to be granted
pursuant to and is subject to the terms and conditions of this Agreement and the
provisions of the Plan.

         2. Eligibility Conditions upon Award of Units. Participant hereby
acknowledges the intent of the Company to award Units subject to certain
eligibility and other conditions set forth herein.

         3. Satisfaction of Conditions. Except as otherwise provided in Section
5 hereof (relating to death of the Participant), Section 6 hereof (relating to
Retirement or Disability of the Participant) and Section 8 hereof (relating to
Change in Control of the Company), the Company intends to award shares of Stock
hereunder subject to the eligibility conditions described in Section 7 hereof
upon the expiration of the Participant's current term of office as a director of
the Company. No shares of Stock shall be issued to Participant prior to the date
on which the Units vest. Participant may elect to defer an award under the
Company's Non-Employee Director Deferred Compensation Plan provided that
Participant provides written notice to the Company of his or her election to
defer all or a portion of the Units prior to the end of the preceding year in
which the award is granted, or, if later, within 30 days after the day in which
he or she becomes a director of the Company.

         4. Participant's Rights in Stock. The shares of Stock if and when
issued hereunder shall be registered in the name of the Participant and
evidenced in the manner as the Company may determine. During the period prior to
the issuance of Stock, the
<PAGE>

                                      -2-

Participant will have no rights of a stockholder of the Company with respect to
the Stock, including no right to receive dividends or vote the shares of Stock.

         5. Death. Upon the death of the Participant while serving as a director
of the Company, the Company will issue any shares of Stock to Participant to be
awarded hereunder that remain subject to eligibility conditions.

         6. Retirement or Disability. In the event of the Participant's
Retirement or Disability, the Company will issue to Participant any shares of
Stock to be awarded hereunder that remain subject to eligibility conditions.

         7. Other Termination -- Eligibility Conditions. If service as a
director of the Company ceases or Participant separates from the Company for any
reason other than death, Retirement or Disability, any Units that remain subject
to eligibility conditions shall be void and no Stock shall be issued.
Eligibility to be issued shares of Stock is conditioned on Participant's service
as a director of the Company on the date of the applicable annual meeting of
stockholders on which shares of Stock are to be issued.

         8. Change in Control of the Company. In the event of a Change in
Control of the Company, the Company will issue to Participant any shares of
Stock to be awarded hereunder that remain subject to eligibility conditions.

         9. Consideration for Stock. The shares of Stock are intended to be
issued for no cash consideration.

         10. Delivery of Stock. The Company shall not be obligated to deliver
any shares of Stock to be awarded hereunder until (i) all federal and state laws
and regulations as the Company may deem applicable have been complied with; (ii)
the shares have been listed or authorized for listing upon official notice to
the New York Stock Exchange, Inc. or have otherwise been accorded trading
privileges; and (iii) all other legal matters in connection with the issuance
and delivery of the shares have been approved by the Company's legal department.

         11. Tax Withholding. The Participant shall be responsible for the
payment of any taxes of any kind required by any national or local law to be
paid with respect to the Units or the shares of Stock to be awarded hereunder,
including, without limitation, the payment of any applicable withholding,
income, social and similar taxes or obligations.

         12. Investment Intent. The Participant acknowledges that the
acquisition of the Stock to be issued hereunder is for investment purposes
without a view to distribution thereof.
<PAGE>

                                      -3-

         13. Limits on Transferability. Until the eligibility conditions of this
award have been satisfied and shares of Stock have been issued in accordance
with the terms of this Agreement or by action of the Committee, the Units
awarded hereunder are not transferable and shall not be sold, transferred,
assigned, pledged, gifted, hypothecated or otherwise disposed of or encumbered
by the Participant. Transfers of shares of Stock by the Participant are subject
to the Company's Stock Trading Policy.

         14. Award Subject to the Plan. The award to be made pursuant to this
Agreement is made subject to the Plan. The terms and provisions of the Plan as
it may be amended from time to time are hereby incorporated herein by reference.
In the event of a conflict between any term or provision contained in this
Agreement and a term or provision of the Plan, the applicable terms and
conditions of the Plan will govern and prevail. However, no amendment of the
Plan after the date hereof may adversely alter or impair the issuance of the
Stock to be made pursuant to this Agreement.

         15. No Rights to Continued Service. The Company's intent to grant the
shares of Stock hereunder shall not confer upon the Participant any right to
continued service as a director of the Company and this Agreement shall not be
construed in any way to limit the right of the Company or its shareholders
pursuant to the organizational documents of the Company and applicable law.

         16. Legal Notices. Any legal notice necessary under this Agreement
shall be addressed to the Company in care of its General Counsel at the
principle executive offices of the Company and to the Participant at the address
appearing in the personnel records of the Company for such Participant or to
either party at such other address as either party may designate in writing to
the other. Any such notice shall be deemed effective upon receipt thereof by the
addressee.

         17. Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of The Commonwealth of
Massachusetts (without regard to the conflict of laws principles thereof) and
applicable federal laws.

         18. Headings. The headings contained in this Agreement are for
convenience only and shall not affect the meaning or interpretation of this
Agreement.

         19. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to the one and the same instrument.
<PAGE>

                                      -4-

                                 SIGNATURE PAGE

         IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Participant have executed and delivered this Agreement as a sealed
instrument as of the date and year first above written.



PLAN: 2003 LONG-TERM INCENTIVE PLAN
Number of Deferred Stock Units:  [    ]

Issuance Schedule
[Date of expiration of Non-Employee
Director's current term of office.]

                                            BOSTON SCIENTIFIC CORPORATION


                                            By:_________________________________
                                            Name: Authorized Officer




                                            PARTICIPANT


                                            ____________________________________
                                            [Name]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>9
<FILENAME>exh10-8_13134.txt
<DESCRIPTION>PERFORMANCE INCENTIVE PLAN
<TEXT>
                                                                    EXHIBIT 10.8
                                                                    ------------
Boston
Scientific                                   PERFORMANCE INCENTIVE PLAN ("PLAN")
--------------------------------------------------------------------------------
I.     PURPOSE OF THE PLAN

       The purpose of the Plan is to align Boston Scientific and employee
       interests by providing incentives for the achievement of key business
       milestones and individual performance objectives that are critical to the
       success of Boston Scientific. To this end, individual performance
       objectives are established during the annual goal setting process. All
       incentive eligible employees are required to develop a set of written,
       measurable, annual goals that are agreed to and approved by their direct
       manager as part of the Performance Achievement and Development Review
       (PADR) process. Goal setting must be completed no later than the end of
       the first quarter of each calendar year.

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 (excluding all term employees) 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 does not include any other employees, including
       those in positions covered by sales compensation plans. 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, proration to be based on the
       percentage of time the employee was 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; (2) their
       incentive target percent has changed during the Plan year; or (3) 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.

       EMPLOYEES AND MANAGERS OF THOSE EMPLOYEES who do not complete the annual
       PADR goal setting process by the end of the first quarter of a given
       calendar incentive year will be ineligible to participate in the Plan for
       that year.

III.   BOSTON SCIENTIFIC PERFORMANCE MEASURES AND INCENTIVE POOL FUNDING

       For each quarter of the calendar year, the Boston Scientific Executive
       Committee will identify critical performance measures and the weighting
       of total Boston Scientific and Group/Division/Region performance (Exhibit
       I), as well as the incentive pool funding that will be established for
       each level of Boston Scientific and Group/Division/Region performance.
       Each quarter's performance will be measured against quarterly targets and
       will be evaluated and funded separately. The total annual funding will be
       the sum of each quarter's funding.

       The performance of the operating plants and distribution centers
       ("Operations") will be measured quarterly on a year to date basis against
       annual goals; that is, new goals will not be established by quarter. A
       scorecard has been developed to track leading performance metrics for
       each plant and distribution center. The total funding will be based on
       cumulative BSC sales and net income funding for each quarter, (using a
       year to date average for each of the first three quarters and the actual
       amounts for the fourth quarter), plus the latest year to date
       plant/distribution center metrics and funding. The individual objective
       weight will be adjusted year to date based on the above results. Since
       goals are set on an annual basis, over or under operations metrics
       achievement in a given quarter can be offset by subsequent quarters
       reflected in the latest year to date cumulative results.
<PAGE>

Boston
Scientific                                   PERFORMANCE INCENTIVE PLAN ("PLAN")
--------------------------------------------------------------------------------

       Except as noted herein, any payments due to plan participants will be
       made in the first quarter of the year following the plan year. Incentive
       payments may be made in more than one installment. The unweighted funding
       levels for Boston Scientific and Group/Division/Region and Operations
       performance will be based on the Performance Funding outlined in Exhibit
       II.

       The Boston Scientific Executive Committee has sole authority over
       administration and interpretation of the Plan and retains its right to
       exercise discretion as it sees fit. The Boston Scientific Executive
       Committee will recommend the level of Plan funding to the Board of
       Directors for its approval. Subject to the Board's approval, the
       incentive payment for any participant will be based upon the overall
       funding available and the employee's individual performance relative to
       other Plan eligible employees in the applicable business unit, as
       determined by Boston Scientific.

IV.    INCENTIVE TARGETS

       Incentive targets have been established for all eligible participants.
       These incentive targets represent the incentive (as a percent of base
       salary) that an individual is eligible to receive. Funding calculation
       examples are contained in Exhibit III.

       For some participants, there will be one incentive pool (see Exhibit I)
       which is funded by a weighted combination of Boston Scientific's overall
       performance and the applicable Group/Division/Region/Operations
       performance. For other participants there will be two incentive pools: 1)
       funded by a weighted combination of Boston Scientific's overall
       performance and the applicable Group/Division/Region/Operations
       performance and 2) a pool funded at a minimum of 50% (20% for Operations)
       of target incentive for eligible participants regardless of total BSC's
       and Group/Division/Region/Operations performance.

       All incentive eligible employees must have established annual goals
       agreed to by their direct manager and which link to their appropriate
       level of accountability. An individual participant's incentive payment
       will be determined based on an assessment of the overall individual
       performance contribution in the context of the applicable incentive
       pool(s).

       IT IS BOSTON SCIENTIFIC'S AIM TO PROVIDE SIGNIFICANT INCENTIVE AND REWARD
       OPPORTUNITIES TO EMPLOYEES FOR WORLD-CLASS PERFORMANCE ACHIEVEMENT. SINCE
       OUR BUSINESS GOALS (E.G. SALES, PROFIT, ETC.) ARE NORMALLY SET AT A LEVEL
       ABOVE OUR BUSINESS COMPETITORS (AGGRESSIVE BUT REALISTIC), WE HAVE SET
       OUR INCENTIVE TARGETS AGGRESSIVELY AS WELL. THE INCENTIVE POOL FOR
       CORPORATE/BUSINESS UNIT PERFORMANCE MAY BE FUNDED AS HIGH AS 120% OF
       TARGET. ABOVE MARKET REWARDS CAN BE EARNED FOR ABOVE MARKET PERFORMANCE.

       BOSTON SCIENTIFIC PERFORMANCE THAT MEETS OR THAT IS BELOW ITS BUSINESS
       TARGETS (ASSUMING PERSONAL GOALS AND OBJECTIVES ARE MET OR EXCEEDED) MAY
       STILL PROVIDE REWARDS (SALARY PLUS INCENTIVE) THAT ARE GREATER THAN OR
       EQUAL TO OUR COMPETITORS'. SEE EXHIBIT IV FOR AN INCENTIVE CALCULATION
       EXAMPLE. EXCEPT AS NOTED, 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.

V.     INDIVIDUAL INCENTIVE PAYMENTS

       THE INCENTIVE PAYMENT FOR ANY ELIGIBLE EMPLOYEE MAY VARY FROM THE
       APPROVED AND APPLICABLE INCENTIVE POOL FUNDING BASED ON THAT INDIVIDUAL'S
       PERFORMANCE AND ACHIEVEMENT OF OBJECTIVES RELATIVE TO OTHER ELIGIBLE
       EMPLOYEES IN THE APPLICABLE BUSINESS UNIT. HOWEVER, THE TOTAL OF
       INCENTIVE PAYMENTS TO ALL ELIGIBLE INDIVIDUALS MAY NOT EXCEED THE
       APPLICABLE FUNDING POOL(S).
<PAGE>

Boston
Scientific                                   PERFORMANCE INCENTIVE PLAN ("PLAN")
--------------------------------------------------------------------------------

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. Notwithstanding anything herein,
       this Plan does not confer eligibility on any employee on leave of absence
       status.

       Except as noted above, all incentive payments will be based on a
       participant's November 1 salary level. Except as noted above, incentive
       payments will be made in the first quarter of the year following the Plan
       year.

VII.   TERMINATION, SUSPENSION OR MODIFICATION AND INTERPRETATION OF THE PLAN

       Boston Scientific 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. Boston Scientific
       reserves the exclusive right to determine eligibility to participate in
       this Plan and to interpret all applicable terms and conditions, including
       eligibility criteria.

VIII.  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."





</TEXT>
</DOCUMENT>
</SUBMISSION>
