WWW.EXFILE.COM, INC. -- 888-775-4789 -- BOSTON SCIENTIFIC CORPORATION -- EXHIBIT 4.1 TO FORM S-8


    


    EXHIBIT
4.1

    


    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

    BOSTON
SCIENTIFIC CORPORATION

    
 

    2003
LONG-TERM INCENTIVE PLAN

    
 

    (As
Amended and Restated June 1, 2008)

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.           ADMINISTRATION

    


    Subject to the express provisions of
the Plan and except to the extent prohibited by applicable law, the
Administrator has the authority to interpret the Plan; determine eligibility for
and grant Awards; determine, modify or waive the terms and conditions of any
Award; prescribe forms, rules and procedures (which it may modify or waive); and
otherwise do all things necessary to implement the Plan.  Once a
written agreement evidencing an Award hereunder has been provided to a
Participant, the Administrator may not, without the Participant's consent, alter
the terms of the Award so as to affect adversely the Participant's rights under
the Award, unless the Administrator expressly reserved the right to do so in
writing at the time of such delivery.  Notwithstanding any other
provision of the Plan or any Award agreement (except as provided in Section 5.a
and 5.b.(1) herein), the Administrator may not amend, alter, suspend,
discontinue or terminate the Plan or any Award previously granted, in whole or
in part, without the approval of the stockholders of the Company that would (i)
increase the total number of shares available for Awards under the Plan, or (ii)
replace or regrant previously granted Stock-based Awards requiring exercise, or
(iii) lower the exercise price of a previously granted  Stock-based
Award requiring exercise. In the case of any Award intended to be eligible for
the performance-based compensation exception under Section 162(m), the
Administrator shall exercise its discretion consistent with qualifying the Award
for such exception.

    


     Notwithstanding any provision
herein to the contrary, the Administrator may modify the terms of the Plan or
may create one or more subplans, in each case on such terms as it deems
necessary or appropriate, to provide for awards to non-U.S. participants; provided, that no such action
by the Administrator shall increase the total number of shares issuable
hereunder.

    


    


    2.           LIMITS
ON AWARD UNDER THE PLAN

    


    a.    Number of
Shares.  Subject to the
adjustment provisions in Section 5 below, a maximum of 120,000,000 shares of
Stock may be delivered in satisfaction of Awards under the Plan, provided that
with respect to any new Award granted on or after June 1, 2008, no more than
40,000,000 shares of Stock may be available for Awards granted in any form
provided for under the Plan other than Stock-based Awards requiring
exercise.  If an Award is denominated in shares of Stock, the number
of shares covered by such Award, or to which such Award relates, shall be
counted on the date of grant of such Award against the aggregate number of
shares available for grant under the Plan.  In determining the amount
of shares available for issuance under the Plan, any Awards granted under the
Plan that are cancelled, forfeited, or lapse shall become available again for
issuance under the Plan.  In determining the amount of shares
available for issuance under the Plan, shares subject to an Award under the Plan
may not again be made available for issuance under the Plan if such shares are
(i) shares that were subject to a Stock-based Award requiring exercise and were
not issued upon the net settlement or net exercise of such Stock-based Award,
(ii) shares subject to an Award that are withheld by, or otherwise remitted to,
the Company (or to a broker in connection with a broker-assisted exercise of a
Stock-based Award requiring exercise) to satisfy a Participant’s exercise price
obligation upon exercise, (iii) shares subject to an Award that are withheld by,
or otherwise remitted to the Company to satisfy a Participant’s tax withholding
obligation upon the lapse of restrictions of a Stock-based Award, (iv)
previously owned shares of Stock delivered in satisfaction of a Participant’s
exercise price or tax withholding obligations in respect of any Award, or (v)
shares repurchased on the open market with the proceeds from the exercise of a
Stock-based Award. .

     .

    b.    Type of
Shares.  Stock delivered by the Company under the Plan may be
authorized but unissued Stock or previously issued Stock acquired by the Company
and held in treasury.  No fractional shares of Stock will be delivered
under the Plan. Cash may be paid in lieu of any fractional shares in settlement
of Awards under the Plan.

    


    c.    Stock-Based
Award Limits.  The maximum number of shares of Stock for which
Stock Options may be granted to any person in any calendar year, the maximum
number of shares of Stock subject to SARs granted to any person in any calendar
year and the aggregate maximum number of shares of Stock subject to other Awards
that may be delivered (or the value of which may be paid) to any person in any
calendar year shall each be 2,000,000.  Subject to these limitations,
each person eligible to participate in the Plan shall be eligible in any year to
receive Awards covering up to the full number of shares of Stock then available
for Awards under the Plan.

    


    d.    Other
Award Limits.  No more than $2,500,000 may be paid to any
individual for any fiscal year with respect to any Cash or Other Performance
Award (other than an Award expressed in terms of shares of Stock or units
representing Stock, which shall instead be subject to the limit set forth in
Section 2.c. above).  The maximum that may be paid for performance
periods of shorter or longer than a fiscal year shall be correlatively
adjusted.  In applying the dollar limitation of the preceding
sentence:  (A) multiple Cash or Other Performance Awards to
the same individual that are determined by reference to performance periods of
one year or less ending with or within the same fiscal year of the Company shall
be subject in the aggregate to one $2,500,000 limit.

    


    


    3.           ELIGIBILITY
AND PARTICIPATION

    


    The Administrator will select
Participants from among those key Employees, directors and other individuals or
entities providing services to the Company or its Affiliates who, in the opinion
of the Administrator, are in a position to make a significant contribution to
the success of the Company and its Affiliates.  Eligibility for ISOs
is further limited to those individuals whose employment status would qualify
them for the tax treatment described in Sections 421 and 422 of the
Code.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.           RULES
APPLICABLE TO AWARDS

    


    a.           ALL
AWARDS

    


    (1)  Terms of
Awards.  The Administrator shall determine the terms of all
Awards subject to the limitations provided herein.

    


    (2)  Performance
Criteria.  Where rights
under an Award depend in whole or in part on satisfaction of Performance
Criteria, actions by the Company that have an effect, however material, on such
Performance Criteria or on the likelihood that they will be satisfied will not
be deemed an amendment or alteration of the Award.

    


    (3)  Transferability
Of Awards.   Awards may
be transferred only as follows:  (i) ISOs may not be transferred other
than by will or by the laws of descent and distribution and during a
Participant's lifetime may be exercised only by the Participant (or in the event
of the Participant's incapacity, by the person or persons legally appointed to
act on the Participant's behalf); (ii) Stock Options other than ISOs may be
transferred by will or by the laws of descent and distribution and, except as
otherwise determined by the Administrator, may also be transferred during the
Participant's lifetime, without payment of consideration, to one or more Family
Members of the Participant; (iii) Awards of Unrestricted Stock shall be subject
only to such transfer restrictions under the Plan as are specified by the
Administrator; and (iv) Awards other than  Stock Options and other
than Unrestricted Stock may not be transferred except as the Administrator
otherwise determines.  If an Award is claimed or exercised by a person
or persons other than the Participant, the Company shall have no obligation to
deliver Stock, cash or other property pursuant to such Award or otherwise to
recognize the transfer of the Award until the Administrator is satisfied as to
the authority of the person or persons claiming or exercising such
Award.

    


    (4)  Vesting,
Etc.   Without limiting the generality of Section 1, the
Administrator may determine the time or times at which an Award will vest (i.e., become free of
forfeiture restrictions) or become exercisable and the terms on which an Award
requiring exercise will remain exercisable.  Unless the Administrator
expressly provides otherwise, upon the cessation of the Participant's employment
or other service relationship with the Company and its Affiliates (i) all Awards
(other than Stock Options, SARs, Deferred Stock Units and Restricted Stock) held
by the Participant or by a permitted transferee under Section 3.a.(4)
immediately prior to such cessation of employment or other service relationship
will be immediately forfeited if not then vested and, where exercisability is
relevant, will immediately cease to be exercisable, and (ii) Stock Options,
SARs, Deferred Stock Units and Restricted Stock shall be treated as
follows:

    


    (A)
immediately upon the cessation of a Participant's employment or other service
relationship with the Company and its Affiliates by reason of the Participant's
death, Disability, or with respect to a Participant who is an employee or
director of the Company or its Affiliates, by reason of such Participant’s
Retirement, all Stock Options, SARs, Deferred Stock Units and Restricted Stock
Awards held by the Participant (or by a permitted transferee under
Section 3.a.(4)) immediately prior to such death, Disability or, as
applicable, Retirement, will become vested and, where exercisability is
relevant, will be exercisable until the expiration of the stated term of the
Stock Option or SAR, unless otherwise determined by the Administrator at or
after grant;


    


     (B) except as provided in (C)
below, all Stock Options, SARs, Deferred Stock Units and Restricted Stock Awards
held by a Participant (or by a permitted transferee under Section 3.a.(4))
immediately prior to the cessation (other than by reason of death or Disability,
or with respect to a Participant who is an employee or director of the Company
or its Affiliates, Retirement) of the Participant's employment or other service
relationship with the Company and its Affiliates, to the extent then not vested
shall terminate, and to the extent then exercisable, will remain exercisable for
the lesser of twelve months or until the expiration of the stated term of the
Stock Option or SAR unless otherwise determined by the Administrator at or after
grant;

    


    (C) all Stock Options, SARs, Deferred
Stock Units and Restricted Stock Awards held by the Participant (or by a
permitted transferee under Section 3.a.(4)) whose cessation of employment or
other service relationship is determined by the Administrator in its sole
discretion to be for cause or to result from reasons which cast such discredit
on the Participant as to justify immediate termination of the Award shall
immediately terminate upon notice by the Company to the Participant of such
cessation for cause.  For this purpose, “cause” means a felony
conviction of a Participant or the failure of a Participant to contest
prosecution for a felony, or a Participant’s misconduct or dishonesty which is
harmful to the business or reputation of the Company.

    


    Unless
the Administrator expressly provides otherwise or in the case of cessation for
cause, a Participant's "employment or other service relationship with the
Company and its Affiliates" will be deemed to have ceased when the individual is
no longer employed by or in a service relationship with the Company or its
Affiliates.  Except as the Administrator otherwise determines, with
respect to a Participant who is an employee or director of the Company or its
Affiliates, such Participant's "employment or other service relationship with
the Company and its Affiliates" will not be deemed to have ceased during a
military, sick or other bona fide leave of absence if such absence does not
exceed 180 days or, if longer, so long as the Participant retains a right by
statute or by contract to return to employment or other service relationship
with the Company and its Affiliates.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (5)  Taxes.  The
Administrator will make such provision for the withholding of taxes as it deems
necessary.  The Administrator may, but need not, hold back shares of
Stock from an Award or permit a Participant to tender previously-owned shares of
Stock in satisfaction of tax withholding requirements in an amount sufficient to
cover withholding required by law for any federal, state or local taxes or to
take such other action has may be necessary to satisfy any such withholding
obligation. The Administrator may permit shares to be used to satisfy the
required tax withholding and such shares shall be valued at the Fair Market
Value as of the settlement or vesting date of the applicable Award.

    


    (6)  Dividend
Equivalents, Etc.  The Administrator may provide for the
payment of amounts in lieu of cash dividends or other cash distributions with
respect to Stock subject to an Award if and in such manner as it deems
appropriate.

    


    (7)  Rights
Limited.  Nothing in the Plan shall be construed as giving any
person the right to continued employment or service with the Company or its
Affiliates, or any rights as a shareholder except as to shares of Stock actually
issued under the Plan.  The loss of existing or potential profit in
Awards will not constitute an element of damages in the event of termination of
employment or service for any reason, even if the termination is in violation of
an obligation of the Company or Affiliate to the Participant.

    


    (8)  Section
162(m).  The Administrator
in its discretion may grant Performance Awards that are intended to qualify for
the performance-based compensation exception under Section 162(m) and
Performance Awards that are not intended so to qualify. In the case of an Award
intended to be eligible for the performance-based compensation exception under
Section 162(m), the Plan and such Award shall be construed to the maximum extent
permitted by law in a manner consistent with qualifying the Award for such
exception. In the case of a Performance Award intended to qualify as
performance-based for the purposes of Section 162(m), the Administrator shall
preestablish in writing one or more specific Performance Criteria no later than
90 days after the commencement of the period of service to which the performance
relates (or at such earlier time as is required to qualify the Award as
performance-based under Section 162(m)).  Prior to payment of any
Performance Award intended to qualify as performance-based under Section 162(m),
the Administrator shall certify whether the Performance Criteria have been
attained, and such determination shall be final and conclusive.  In
the case of a Performance Award intended to qualify as performance-based for the
purposes of Section 162(m), the provisions of this Section 4.a.(9) shall be
construed in a manner that is consistent with the regulations under Section
162(m).

    


    (9) Section
409A.  Except to the extent specifically provided otherwise by the
Administrator, Awards under the Plan are intended to satisfy the requirements of
Section 409A of the Code so as to avoid the imposition of any additional taxes
or penalties under Section 409A of the Code. If the Administrator determines
that an Award, Award agreement, payment, transaction or any other action or
arrangement contemplated by the provisions of the Plan would, if undertaken,
cause a Participant to become subject to any additional taxes or other penalties
under Section 409A of the Code, then unless the Administrator specifically
provides otherwise, such Award, Award agreement, payment, transaction or other
action or arrangement shall not be given effect to the extent it causes such
result and the related provisions of the Plan and/or Award agreement will be
deemed modified, or, if necessary, suspended in order to comply with the
requirements of Section 409A of the Code to the extent determined appropriate by
the Administrator, in each case without the consent of or notice to the
Participant.

    


    b.           AWARDS
REQUIRING EXERCISE

    


    (1)  Time And
Manner Of Exercise.  The term of each Award requiring exercise
shall not exceed ten (10) years from the date of grant. Unless the Administrator
expressly provides otherwise, (a) an Award requiring exercise by the holder
will not be deemed to have been exercised until the Administrator receives
notice of exercise (in form acceptable to the Administrator) by the appropriate
person and accompanied by any payment required under the Award; and (b) if the
Award is exercised by any person other than the Participant, the Administrator
may require satisfactory evidence that the person exercising the Award has the
right to do so.

    


    (2)  Exercise
Price.  The Administrator
shall determine the exercise price of each Stock Option; provided, that each Award
requiring exercise must have an exercise price that is not less than the Fair
Market Value of the Stock subject to the  Award, determined as of the
date of grant, except as necessary to maintain the intrinsic value of substitute
Awards in connection with a merger or acquisition consummated by the Company. An
ISO granted to an Employee described in Section 422(b)(6) of the Code must
have an exercise price that is not less than 110% of such Fair Market
Value. Where shares
of Stock issued under an Award are part of an original issue of shares, the
Award shall require an exercise price equal to at least the par value of such
shares.  Except as provided in Section 5.a and 5.b(1) below, without
the approval of the stockholders of the Company (i) the exercise price for any
Stock-based Award requiring exercise under the Plan may not be decreased after
the grant of the Stock-based Award requiring exercise, and (ii) outstanding
Stock-based Awards requiring exercise may not be canceled in exchange for cash
or other Awards or other Stock-based Award requiring exercise with an exercise
price that is less than the exercise price of the original Stock-based Award
requiring exercise.

     

    (3)  Payment
Of Exercise Price, If Any.  Where the exercise of an Award is
to be accompanied by payment, the Administrator may determine the required or
permitted forms of payment, subject to the following: all payments will be by
cash or check acceptable to the Administrator, unless one of the following forms
of payment is permitted by the Administrator in its discretion in any specific
instance (with the consent of the optionee of an ISO, unless such permitted form
of payment is expressly provided for in the
grant), (i) through the delivery of shares of Stock which have been outstanding
for at least six months (unless the Administrator approves a shorter period) and
which have a Fair Market Value equal to the exercise price, (ii) by delivery to
the Company of a promissory note of the person exercising the Award, payable on
such terms as are specified by the Administrator, (iii) by delivery of an
unconditional and irrevocable undertaking by a broker to deliver promptly to the
Company sufficient funds to pay the exercise price, or (iv) by any combination
of the foregoing permissible forms of payment.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (4)  Grant of
Stock Options.  Each Stock Option awarded under the Plan shall
be deemed to have been awarded as a non-ISO (and to have been so designated by
its terms) unless the Administrator expressly provides that the Stock Option is
to be treated as an ISO.  No ISO may be granted under the Plan after
February 25, 2013, but ISOs previously granted may extend beyond that
date.

    


    c.           AWARDS
NOT REQUIRING EXERCISE

    


    Awards of Restricted Stock, Deferred
Stock Units and Unrestricted Stock may be made in return for either
(i) services determined by the Administrator to have a value not less than
the par value of the Awarded shares of Stock, or (ii) cash or other
property having a value not less than the par value of the Awarded shares of
Stock plus such additional amounts (if any) as the Administrator may determine
payable in such combination and type of cash, other property (of any kind) or
services as the Administrator may determine.

    


    


    5.           
 EFFECT OF CERTAIN TRANSACTIONS

    


    a.          
CHANGE
IN CONTROL

    


    Except as the Administrator may
otherwise determine in connection with the grant of an Award, immediately prior
to a Change in Control each Award shall vest (and if relevant shall become
exercisable), all Performance Criteria and other conditions to an Award shall be
deemed satisfied, and all Award deferrals shall be accelerated.  In
addition, all Stock-based Awards (all Stock Options, SARs, Restricted Stock,
Deferred Stock, including any Performance Awards consisting of any of the
foregoing), except to the extent consisting of outstanding shares of Stock that
are then free of any restrictions under the Plan, shall terminate immediately
prior to the Change in Control unless assumed in accordance with the immediately
following sentence.   If there is a surviving or acquiring
entity, the Administrator may provide for a substitution or assumption of Awards
by the acquiring or surviving entity or an affiliate thereof, on such terms as
the Administrator determines. If there is no surviving or acquiring entity, or
if the Administrator does not provide for a substitution or assumption of an
Award, the Award shall vest (and to the extent relevant become exercisable) on a
basis that gives the holder of the Award a reasonable opportunity to participate
as a stockholder in the Change in Control.

    


    b.           CHANGES
IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK

    


    (1)  Basic
Adjustment Provisions.  In the event of a stock dividend, stock
split or combination of shares, recapitalization or other change in the
Company's capital structure, the Administrator will make appropriate adjustments
to the maximum number of shares that may be delivered under the Plan under
Section 2.a. and to the maximum share limits described in Section 2.b., and will
also make appropriate adjustments to the number and kind of shares of stock or
securities subject to Awards then outstanding or subsequently granted, any
exercise prices relating to Awards and any other provision of Awards affected by
such change.

    


    (2)  Certain
Other Adjustments.  The Administrator may also make adjustments
of the type described in paragraph (1) above to take into account distributions
to common stockholders other than those provided for in Section 5.a. and
5.b.(1), or any other event, if the Administrator determines that adjustments
are appropriate to avoid distortion in the operation of the Plan and to preserve
the value of Awards made hereunder; provided, that no such
adjustment shall be made to the maximum share limits described in Section 2.c.
or 2.d., or otherwise to an Award intended to be eligible for the
performance-based exception under Section 162(m), except to the extent
consistent with that exception, nor shall any change be made to ISOs except to
the extent consistent with their continued qualification under Section 422
of the Code.

    


    (3)  Continuing
Application of Plan Terms.  References in the
Plan to shares of Stock shall be construed to include any stock or securities
resulting from an adjustment pursuant to Section 5.b.(1) or 5.b.(2)
above.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.           
 LEGAL CONDITIONS ON DELIVERY OF STOCK

    


    The Company will not be obligated to
deliver any shares of Stock pursuant to the Plan or to remove any restriction
from shares of Stock previously delivered under the Plan until  the
Company's counsel has approved all legal matters in connection with the issuance
and delivery of such shares; if the outstanding Stock is at the time of delivery
listed on any stock exchange or national market system, the shares to be
delivered have been listed or authorized to be listed on such exchange or system
upon official notice of issuance; and all conditions of the Award have been
satisfied or waived.  If the sale of Stock has not been registered
under the Securities Act of 1933, as amended, the Company may require, as a
condition to exercise of the Award, such representations or agreements as
counsel for the Company may consider appropriate to avoid violation of such
Act.  The Company may require that any certificates evidencing Stock
issued under the Plan bear an appropriate legend reflecting any restriction on
transfer applicable to such Stock.

    


    


    7.           
 AMENDMENT AND TERMINATION

    


    Subject to the provisions of Section 1,
the Administrator may at any time or times amend, alter, suspend, discontinue or
terminate the Plan, in whole or in part, provided however that without the prior
approval of the Company’s stockholders, no material amendment shall be made if
stockholder approval is required by law, regulation or stock exchange
requirement.  Notwithstanding any other provision of the Plan or any
Award agreement (except as provided in Section 5.a and 5.b.(1) herein), no such
amendment, alteration, suspension, discontinuation or termination shall be made
without the approval of the stockholders of the Company that would (i) increase
the total number of shares available for Awards under the Plan, or (ii) replace
or regrant previously granted Stock Options, SARs, or other Stock-based Awards
requiring exercise through cancellation, or (iii) lower the exercise price of a
previously granted  Stock Option, SAR or other Award requiring
exercise.

    


    


    
      8.            
NON-LIMITATION OF THE COMPANY'S
RIGHTS

    

    


    The existence of the Plan or the grant
of any Award shall not in any way affect the Company's right to award a person
bonuses or other compensation in addition to Awards under the Plan.

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    9.          
 GOVERNING LAW

    


    The Plan shall be construed in
accordance with the laws of the Commonwealth of Massachusetts.

    


    


    10.           DEFINED TERMS

    


    The
following terms, when used in the Plan, shall have the meanings and be subject
to the provisions set forth below:

    


    "Administrator":  The
Board or, if one or more has been appointed, the Committee, including their
delegates  (subject to such limitations on the authority of such
delegates as the Board or the Committee, as the case may be,
may  prescribe).  The senior Legal and Human Resources
representatives of the Company shall also be the Administrator, but solely with
respect to ministerial tasks related hereto.

    


    "Affiliate":  Any
corporation or other entity owning, directly or indirectly, 50% or more of the
outstanding Stock of the Company, or in which the Company or any such
corporation or other entity owns, directly or indirectly, 50% of the outstanding
capital stock (determined by aggregate voting rights) or other voting
interests.

    


    "Award":  Any or a
combination of the following:

    


    (i) Stock Options.

    


    (ii) SARs.

    


    (iii)  Restricted
Stock.

    


    (iv)  Unrestricted
Stock.

    


    (v)  Deferred Stock
Unit.

    


    (vi)  Other Stock-Based
Awards.

    


    (vii)  Cash Performance
Awards.

    


    (viii)  Other Performance
Awards.

    


    (ix)  Grants of cash, or
loans, made in connection with other Awards in order to help defray in whole or
in part the economic cost (including tax cost) of the Award to the
Participant.

    


    "Board":  The Board
of Directors of the Company.

    


    "Cash Performance
Award":  A Performance Award payable in cash.  The
right of the Company under Section 4.a.(3) to extinguish an Award in exchange
for cash or the exercise by the Company of such right shall not make an Award
otherwise not payable in cash a Cash Performance Award.

    


    "Change in
Control":  Any of:

    


    (i) an acquisition, consolidation or
merger in which the Company is not the surviving corporation or with respect to
which all or substantially all of the beneficial owners of the outstanding stock
of the Company and the combined voting power of the outstanding voting
securities of the Company entitled to vote generally in the election of
directors immediately prior to such transaction do not own beneficially,
directly or indirectly, and in substantially the same proportion, more than 60%
of, respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such transaction;

    


    (ii) a sale or transfer of all or
substantially all the Company's assets;

    


    (iii) a dissolution or liquidation
of the Company;  or

    


    (iv) continuing directors constitute
less than a majority of the Board, where a "continuing director" includes (A)
each person who was a director of the Company as of the close of business on May
6, 2003, and (B) each person who subsequently becomes a director of the Company
with approval by a vote of at least a majority of the "continuing directors" in
office at the time of such person's election or nomination as a director unless
that person became a director in connection with an actual or threatened
election contest.

    


    Notwithstanding
clauses (i) through (iv) above, none of the following shall constitute a "Change
in Control" for purposes of this definition:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (x) the shares of common stock of the
Company or the voting securities of the Company entitled to vote generally in
the election of directors are acquired directly from the Company in a capital
raising transaction;

    


    (y)  the shares of common
stock of the Company or the voting securities of the Company entitled to vote
generally in the election of directors are acquired by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company; or

    


    (z) (A)  the beneficial
owners of the outstanding shares of common stock of the Company, and of the
securities of the Company entitled to vote generally in the election of
directors, immediately prior to such transaction beneficially own, directly or
indirectly, in substantially the same proportions immediately following such
transaction more than  60% of the outstanding shares of common stock
and of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the corporation
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) resulting from such
transaction and (B) at least a majority of the members of the board of directors
of the corporation resulting from such transaction were members of the board of
directors at the time of the execution of the initial agreement, or of the
action of the Board, authorizing such transaction.

    


    "Code":  The U.S.
Internal Revenue Code of 1986 as from time to time amended and in effect, or any
successor statute as from time to time in effect.

    


    "Committee":  One or
more committees of the Board (including any subcommittee thereof) appointed or
authorized to make Awards and otherwise to administer the Plan.  In
the case of Awards granted to executive officers of the Company, the Committee
shall be comprised solely of two or more outside directors within the meaning of
Section 162(m).

    


    "Company":  Boston
Scientific Corporation.

    


     "Deferred Stock
Unit":  A promise to deliver Stock or other securities in the
future on specified terms.

    


    "Disability":  Permanent
and total disability as determined under the Company's long-term disability
program for employees then in effect.

    


    "Employee":  Any
person who is employed by the Company or an Affiliate.

    


    “Fair Market Value”: The
closing price of a share of Stock as reported on the New York Stock Exchange,
Inc. on the relevant date.

    


    "Family Member":  An
individual or entity included as a “family member’’ within the meaning
of  the Security and Exchange Commission’s Form S-8, Registration
Statement Under The Securities Act of 1933.

    


    "ISO":  A Stock
Option intended to be an "incentive stock option" within the meaning of Section
422 of the Code.

    


    "Participant":  An
Employee, director or other person providing services to the Company or its
Affiliates who is granted an Award under the Plan.

    


    "Performance
Award":  An Award subject to Performance Criteria.

    


    "Performance
Criteria":  Specified criteria the satisfaction of which is a
condition for  the exercisability, vesting or full enjoyment of an
Award.  For purposes of Performance Awards that are intended to
qualify for the performance-based compensation exception under Section 162(m), a
Performance Criterion shall mean an objectively determinable measure of
performance relating to any of the following (determined either on a
consolidated basis or, as the context permits, on a divisional, subsidiary, line
of business, project or geographical basis or in combinations
thereof):  (i) sales; revenues; assets; liabilities; costs; expenses;
earnings before or after deduction for all or any portion of interest, taxes,
depreciation, amortization or other items, whether or not on a continuing
operations or an aggregate or per share basis; return on equity, investment,
capital or assets; one or more operating ratios; borrowing levels, leverage
ratios or credit rating; market share; capital expenditures; cash flow; working
capital requirements; stock price; stockholder return; sales, contribution or
gross margin, of particular products or services; particular operating or
financial ratios; customer acquisition, expansion and retention; or any
combination of the foregoing; or (ii) acquisitions and divestitures (in whole or
in part); joint ventures and strategic alliances; spin-offs, split-ups and the
like; reorganizations; recapitalizations, restructurings, financings (issuance
of debt or equity) and refinancings; transactions that would constitute a change
of control; or any combination of the foregoing.  A Performance
Criterion measure and targets with respect thereto determined by the
Administrator need not be based upon an increase, a positive or improved result
or avoidance of loss.

    


    "Plan":  The Boston
Scientific Corporation 2003 Incentive Plan as set forth herein, as from time to
time amended and in effect.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    "Restricted
Stock":  An Award of Stock subject to forfeiture to the Company
if specified conditions are not satisfied.

    


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

    


    "Section
162(m)":  Section 162(m) of the Code.

    


    "SARs":  Rights
entitling the holder upon exercise to receive cash or Stock, as the
Administrator determines, equal to a function (determined by the Administrator
using such factors as it deems appropriate) of the amount by which the Stock has
appreciated in value since the date of the Award.

    


    "Stock":  Common
Stock of the Company, par value $.01 per share.

    


    "Stock
Options":  Options entitling the recipient to acquire shares of
Stock upon payment of the exercise price.

    


    "Unrestricted
Stock":  An Award of Stock not subject to any restrictions
under the Plan.