<PAGE>
[BOSTON SCIENTIFIC LOGO]            PERFORMANCE INCENTIVE PLAN ("PLAN")
                                    EFFECTIVE JANUARY 1, 2005 PERFORMANCE PERIOD
                                    JANUARY 1 - DECEMBER 31, 2005


IV.   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.

V.    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 funding
      component 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.

      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.
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[BOSTON SCIENTIFIC LOGO]            PERFORMANCE INCENTIVE PLAN ("PLAN")
                                    EFFECTIVE JANUARY 1, 2005 PERFORMANCE PERIOD
                                    JANUARY 1 - DECEMBER 31, 2005


      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.

VI.   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).

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. Also
      notwithstanding anything herein, a participant whose employment ceases
      prior to December 31
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[BOSTON SCIENTIFIC LOGO]            PERFORMANCE INCENTIVE PLAN ("PLAN")
                                    EFFECTIVE JANUARY 1, 2005 PERFORMANCE PERIOD
                                    JANUARY 1 - DECEMBER 31, 2005


      of the Plan year but who has otherwise met all Plan eligibility criteria
      and who, as of the date of such cessation of employment, (1) has attained
      age 50; (2) has accrued at least five years of service with Boston
      Scientific; and (3) whose age and years of service as of such date equals
      or exceeds 62, may participate in the Plan on a prorated basis, proration
      to be based on the percentage of time the participant was employed and
      eligible to participate under all applicable criteria; further, a
      participant whose employment ceases prior to December 31 of the Plan year
      by reason of death but who otherwise met all Plan eligibility criteria may
      participate in the Plan on a prorated basis, proration to be based on the
      percentage of time the participant was employed and eligible to
      participate under the applicable criteria.

      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."