WWW.EXFILE.COM, INC. -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.2 TO FORM 10-Q


    EXHIBIT
      10.2


    


    


    


    


    Boston
      Scientific Corporation

    


    2003
      Long-Term Incentive Plan

    


    Non-Qualified
      Stock Option Agreement

    


    June
      5, 2007

    


    


    


    


    


    Samuel
      R. Leno

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    BOSTON
      SCIENTIFIC COPY

    PLEASE
      RETURN IN THE ENVELOPE PROVIDED

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
      Agreement is entered into by and between Boston Scientific Corporation (the
      “Corporation")
      and
      the “Optionee" effective as of the 5th day of June, 2007.  This
      Agreement is made pursuant to the Boston Scientific Corporation 2003 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 June 5, 2007 until June 5, 2017 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, or (iii) in whole or in part in Common Stock of the
      Corporation owned by the Optionee, valued at Fair Market Value.

    


    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 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.   For purposes of this Option, Retirement shall mean (i)
        Optionee’s termination from employment at the Corporation for any reason (other
        than for Cause (defined below)), provided Optionee has completed at least
        three
        (3) years of service with the Corporation, or (ii) Optionee’s involuntary
        termination from the Corporation (other than for Cause (as defined
        below)).  For purposes of this Option, “Cause” shall
        mean:  (a) conduct constituting a material act of misconduct in
        connection with the performance of Optionee’s duties; or (b) criminal or civil
        conviction, a plea of nolo contendere or conduct that would reasonably
        be expected to result in material injury to the reputation of the Corporation
        if
        Optionee were retained in his position with the Corporation.  In
        addition, “Disability” shall mean permanent and total disability as determined
        under the Corporation’s long-term disability program for employees then in
        effect, provided that such disability also meets the requirements of Section
        409A(a)(2)(C).

      


      Upon
        the
        voluntary termination of the Optionee’s employment prior to completing three (3)
        years of service with the Corporation, 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.  In such event, 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.


    

     

    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 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 remain exercisable until the
        expiration of the term 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.

    


    


    
      	
              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.  In all other instances, in the event of a conflict, 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.

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              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]

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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:   1,500,000

    


    Exercise
      Price:  $15.91 per share

    


    Vesting
      Schedule:

     

    
      	
                Percent
                of Option

            	 	
              No.
                of shares

            	 	
              Date
                Vested

            
	  	 	 	 	 
	
              25%

            	 	
              375,000

            	 	
              June
                5, 2008

            
	
              25%

            	 	
              375,000

            	 	
              June
                5, 2009

            
	
              25%

            	 	
              375,000

            	 	
              June
                5, 2010

            
	
              25%

            	 	
              375,000

            	 	
              June
                5, 2011

            


    

    


     

     

     

     

     

    
 

    
      	 	
              OPTIONEE:

              


              


              Signature:  __________________________

                                     Samuel
                R. Leno

              


              


               

               

              
 

              


              


              BOSTON
                SCIENTIFIC CORPORATION

                                                     
                

               

              /s/
James
                R. Tobin 
                

              

              James
                R. Tobin

              President
                and Chief Executive Officer

               
 


    

     

     

    
 

    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    Boston
      Scientific Corporation

    


    2003
      Long-Term Incentive Plan

    


    Non-Qualified
      Stock Option Agreement

    


    June
      5, 2007

    


    


    


    


    


    Samuel
      R. Leno

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    EMPLOYEE
      COPY

    PLEASE
      RETAIN FOR YOUR RECORDS

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
      Agreement is entered into by and between Boston Scientific Corporation (the
      “Corporation”) and the
      “Optionee” effective as of the 5th day of June, 2007.  This Agreement
      is made pursuant to the Boston Scientific Corporation 2003 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 June 5, 2007 until June 5, 2017 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, or (iii) in whole or in part in Common Stock of the
      Corporation owned by the Optionee, valued at Fair Market Value.

    


    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 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.  For purposes of this Option, Retirement shall
      mean (i) Optionee’s termination from employment at the Corporation for any
      reason (other than for Cause (defined below)), provided Optionee has completed
      at least three (3) years of service with the Corporation, or (ii) Optionee’s
      involuntary termination from the Corporation (other than for Cause (as defined
      below)).  For purposes of this Option, “Cause” shall
      mean:  (a) conduct constituting a material act of misconduct in
      connection with the performance of Optionee’s duties; or (b) criminal or civil
      conviction, a plea of nolo contendere or conduct that would reasonably
      be expected to result in material injury to the reputation of the Corporation
      if
      Optionee were retained in his position with the Corporation.  In
      addition, “Disability” shall mean permanent and total disability as determined
      under the Corporation’s long-term disability program for employees then in
      effect, provided that such disability also meets the requirements of Section
      409A(a)(2)(C).

    


    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 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.

    


    


    
      	
              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.  In all other instances, in the event of a conflict, 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.

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              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]

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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:   1,500,000

    


    Exercise
      Price:  $15.91 per share

    


    Vesting
      Schedule:

     

    
       

      
        	
                  Percent
                  of Option

              	 	
                No.
                  of shares

              	 	
                Date
                  Vested

              
	  	 	 	 	 
	
                25%

              	 	
                375,000

              	 	
                June
                  5, 2008

              
	
                25%

              	 	
                375,000

              	 	
                June
                  5, 2009

              
	
                25%

              	 	
                375,000

              	 	
                June
                  5, 2010

              
	
                25%

              	 	
                375,000

              	 	
                June
                  5, 2011

              


      

      


       

       

       

       

       

      
        	 	
                OPTIONEE:

                


                


                Signature:  __________________________

                                       Samuel
                  R. Leno

                


                


                 

                 

                
 

                


                


                BOSTON
                  SCIENTIFIC CORPORATION

                                                       
                  

                 

                 

                James
                  R. Tobin

                President
                  and Chief Executive
                  Officer