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          EXHIBIT
            10.1

          
             

            
              
                
                  BOSTON
                    SCIENTIFIC EXECUTIVE ALLOWANCE PLAN

                  


                  


                  Purpose

                  The
                    Boston Scientific Corporation (“Boston Scientific”) Executive Allowance Plan
                    (“Plan”) is an executive benefit designed to provide a cash allowance
                    for
                    eligible individuals in lieu of perquisites typically provided
                    by other
                    companies such as a company car, health care costs not otherwise
                    covered by
                    Boston Scientific or tax planning services.

                   

                   

                  Eligibility

                  Boston
                    Scientific employees who are on the U.S. payroll and who are
                    members of Boston
                    Scientific’s Executive Committee or are Operating Committee members assigned
                    to
                    Compensation Grade 250 are eligible to receive an executive
                    allowance.

                   

                  Annual Allowance Amount

                  (Pre-Tax)


                  
                    	
                            ·  

                          	
                            Executive
                              Committee
                              Members                                                            $25,000
                              per year

                          


                  

                  
                    	
                            ·  

                          	
                            Operating
                              Committee Members at Grade
                              250                                     $15,000
                              per year

                          


                  

                   

                   

                  Accruals
                    and Payments

                  Payments
                    under this Plan are made two times per year, and are subject
                    to applicable
                    withholdings, but are not “grossed up.” Payments are made during payroll cycles
                    of June and December respectively, at a rate of one-half the
                    annual amount.
                    Benefits accrue monthly, are paid in arrears and are prorated
                    to the nearest
                    full month of service for participants who become eligible or
                    lose eligibility
                    for the Plan during the Plan (calendar) year. Partial months
                    of eligibility will
                    be treated as full months for the purposes of this policy.  Final
                    prorated payments for terminated employees are made in a June
                    or December
                    payroll cycle following the employee’s termination.

                   

                   

                  Administration

                   

                  Roles
                    and Responsibilities:

                  It
                    is the
                    responsibility of the Director of the Global Benefits, as the
                    Plan Administrator
                    to:

                  
                    	
                            ·  

                          	
                            oversee
                              the administration of the Plan according to its
                              terms;

                          


                  

                  
                    	
                            ·  

                          	
                            audit
                              the payments made under the Plan (e.g., the amount
                              and the timeliness of
                              payments);

                          


                  

                  
                    	
                            ·  

                          	
                            determine
                              whether amendments or updates to the Plan are
                              necessary;

                          


                  

                  
                    	
                            ·  

                          	
                            communicate
                              Plan amendments and updates to Plan participants and
                              the Payroll
                              Department; and

                          


                  

                  
                    	
                            ·  

                          	
                            maintain
                              the Plan and make it available upon request to
                              participants.

                          


                  

                  


                  In
                    addition, the Payroll Department is responsible for making payments
                    to Plan
                    participants according to the Plan.

                  


                  Plan
                    Changes and Modifications:

                  Plan
                    changes require the approval of the Executive Vice President
                    of Human Resources
                    and the Executive Vice President and General Counsel who may
                    interpret this Plan
                    within their sole discretion. This Plan may be modified, amended
                    or terminated
                    without advance notice. This Plan does not create a contract
                    of
                    employment.

                  


                  Questions?

                  Human
                    Resources and Plan participants should consult with the Global
                    Benefits
                    Department concerning any questions they may
                    have.