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    EXHIBIT
      10.21

    BOSTON
      SCIENTIFIC CORPORATION

    401(k)
      RETIREMENT SAVINGS PLAN

    


    FIFTH
      AMENDMENT

    


    Pursuant
      to Section 10.1 of the Boston Scientific Corporation 401(k) Retirement Savings
      Plan, as amended and restated effective January 1, 2001, and as further amended
      from time to time (the “Plan”), Boston Scientific Corporation hereby amends the
      Plan as follows:

    


    1.
        Effective
      January 1, 2007, a new subsection (e) is hereby added to Section 2.1, which
      subsection reads in its entirety as follows:

     

    “(e) Notwithstanding
      the foregoing, an Eligible Employee who first completes an Hour of Service
      with
      a Participating Employer on or after January 1, 2007 and who would become a
      Participant in accordance with subsection (b) but for the failure to enter
      into
      a compensation reduction authorization will become a Participant on the first
      Entry Date on which an automatic compensation reduction authorization is in
      effect with respect to such Eligible Employee pursuant to Section
      3.2(b).”

     

    2.
        Effective
      January 1, 2007, Section 3.2 is hereby amended in its entirety to read as
      follows:

     

    “3.2. Form
      and Manner of Affirmative and Automatic Elections.
      

     

    (a) A
      "compensation reduction authorization" is an authorization from an Eligible
      Employee to a Participating Employer which satisfies the requirements of this
      Section 3.2. A compensation reduction authorization may be either an
“affirmative compensation reduction authorization” or an “automatic compensation
      reduction authorization”. Each affirmative compensation reduction authorization
      shall be in a form prescribed or approved by the Committee, and may be entered
      into as of any Entry Date upon such prior notice as the Committee may prescribe.
      A compensation reduction authorization may be changed by the Participant, with
      such prior notice as the Committee may prescribe, as of the first day of any
      payroll period. A compensation reduction authorization shall be effective with
      respect to Compensation payable on and after the applicable Entry Date. A
      compensation reduction authorization may be revoked by the Participant at any
      time, upon such prior notice as the Committee may prescribe. A Participant
      who
      revokes a compensation reduction authorization may enter into a new affirmative
      compensation reduction authorization only as of a subsequent Entry
      Date.

     

    (b) An
      Eligible Employee who first completes an Hour of Service with a Participating
      Employer on or after January 1, 2007 will be deemed to enter into an “automatic
      compensation reduction authorization” pursuant to which his or her Compensation
      will be automatically reduced by the amount described in (c) below, beginning
      on
      the Entry Date determined by the Committee, and the amount of such reduction
      will be contributed to the Trust as a pre-tax Elective Contribution under
      Section 3.1, subject to the following terms and conditions:

     

    (1) An
      Eligible Employee whose Compensation has been automatically reduced under this
      Section 3.2(b) may elect at any time either to (i) 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    cancel
      such automatic compensation reduction authorization, thereby ceasing Elective
      Contributions to the Plan on his or her behalf, or (ii) replace such automatic
      compensation reduction authorization with an affirmative compensation reduction
      authorization, thereby changing the amount of Elective Contributions to the
      Plan
      on his or her behalf and/or converting such Elective Contributions to Roth
      elective deferrals made pursuant to Article 3A. Any election under this Section
      3.2(b)(1) shall be in a form or manner prescribed or approved by the Committee
      and shall be effective with respect to Compensation payable on and after the
      date of such election, subject to such notice as the Committee may prescribe
      or
      require.

     

    (2)   Prior
      to
      the Entry Date on which an automatic compensation reduction authorization takes
      effect with respect to an Eligible Employee, the Eligible Employee will receive
      a notice explaining his or her right to elect to terminate or change the amount
      of his or her Elective Contributions to the Plan and how such Elective
      Contributions will be invested in the absence of any investment election by
      the
      Eligible Employee. An Eligible Employee will have a reasonable period of time
      after receipt of such notice to cancel the automatic compensation reduction
      authorization or replace it with an affirmative compensation reduction
      authorization, and to make an affirmative investment election, before the
      automatic compensation reduction authorization takes effect. Such notice or
      a
      similar notice will be provided to such Eligible Employee within a reasonable
      period of time before each Plan Year thereafter for so long as an automatic
      compensation reduction authorization remains in effect with respect to such
      Eligible Employee under this Section 3.2(b).

     

    (c) The
      amount of the reduction in an Eligible Employee's Compensation under an
      automatic compensation reduction authorization pursuant to Section 3.2(b) shall
      be as follows:

     

    
      	
              First
                Plan Year in which the automatic compensation reduction authorization
                is
                in effect:

            	
              2%
                of Compensation

            
	 	 
	
              Second
                Plan Year in which the automatic compensation reduction authorization
                is
                in effect:

            	
              3%
                of Compensation

            
	 	 
	
              Third
                Plan Year in which the automatic compensation reduction authorization
                is
                in effect:

            	
              4%
                of Compensation

            
	 	 
	
              Fourth
                Plan Year in which the automatic compensation reduction authorization
                is
                in effect:

            	
              5%
                of Compensation

            
	 	 
	
              Fifth
                Plan Year and future Plan Years in which the automatic compensation
                reduction authorization is in effect:

            	
              6%
                of Compensation"

            


    

     

    
      
         

      

      
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    3.
        Effective
      January 1, 2007, a new Article 3A is hereby added to the Plan immediately
      following Article 3, to read in its entirety as follows:

     

    “ARTICLE
      3A. ROTH
      ELECTIVE DEFERRALS.

     

    3A.1. General
      Application.

     

    (a) As
      of
      January 1, 2007, the Plan will accept Roth elective deferrals made on behalf
      of
      Participants. A Participant’s Roth elective deferrals will be allocated to a
      separate account maintained for such deferrals as described in Section
      3A.2.

     

    (b) Unless
      specifically stated otherwise, Roth elective deferrals will be treated as
      Elective Contributions for all purposes under the plan.

     

    3A.2. Separate
      Accounting.

     

    (a) Contributions
      and withdrawals of Roth elective deferrals will be credited and debited to
      the
      Roth elective deferral account maintained for each Participant.

     

    (b) The
      Plan
      will maintain a record of the amount of Roth elective deferrals in each
      Participant’s Account.

     

    (c) Gains,
      losses, and other credits or charges must be separately allocated on a
      reasonable and consistent basis to each Participant’s Roth elective deferral
      account and the Participant’s other Accounts under the Plan.

     

    (d) No
      contributions other than Roth elective deferrals and properly attributable
      earnings will be credited to each Participant’s Roth elective deferral
      account.

     

    3A.3. Direct
      Rollovers.

     

    (a) Notwithstanding
      Section 8.6, a direct rollover of a distribution from a Roth elective deferral
      account under the Plan will only be made to another Roth elective deferral
      account under an applicable retirement plan described in section 402A(e)(1)
      of the Code or to a Roth IRA described in section 408A of the Code, and
      only to the extent the rollover is permitted under the rules of
      section 402(c) of the Code.

     

    (b) Notwithstanding
      Section 3.6, the Plan will accept a Rollover Contribution to a Roth elective
      deferral account only if it is a direct rollover from another Roth elective
      deferral account under an applicable retirement plan described in
      section 402A(e)(1) of the Code and only to the extent the rollover is
      permitted under the rules of section 402(c) of the Code. 

     

    (c) Eligible
      rollover distributions from a Participant’s Roth elective deferral account are
      taken into account in determining whether the total amount of the Participant’s
      account balances under the Plan exceeds $1,000 for purposes of mandatory
      distributions from the Plan.

     

    
      
         

      

      
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    3A.4. Correction
      of Excess Contributions.

     

    (a) In
      the
      case of a distribution of excess contributions under Section 11.4, a Highly
      Compensated Employee may not designate the extent to which the excess amount
      is
      composed of pre-tax elective deferrals and Roth elective deferrals.


     

    3A.5. Definition.

     

    (a) Roth
      Elective Deferrals. A “Roth elective deferral” is an Elective Contribution that
      is:

     

    (1) Designated
      irrevocably by the Participant at the time of the compensation
      reduction authorization as
      a Roth
      elective deferral that is being made in lieu of all or a portion of the pre-tax
      Elective Contributions the Participant is otherwise eligible to make under
      the
      Plan; and

     

    (2) Treated
      by the Participating Employer as includible in the Participant’s taxable income
      at the time the Participant would have received that amount in cash if the
      Participant had not entered into a compensation reduction
      authorization.

     

    (b) Roth
      elective deferral account. A “Roth elective deferral account” means an Account
      to which a Participant’s Roth elective deferrals are allocated.”

     

    4.
        Effective
      January 1, 2007, a new Section 8.10 is hereby added to the Plan, which Section
      reads in its entirety as follows:

     

    “8.10. Non-Spousal
      Rollovers.
      Notwithstanding anything in the Plan to the contrary, an eligible rollover
      distribution (as defined in Section 8.6) to a Beneficiary who is not the
      surviving spouse of a Participant may be directed in a direct trustee-to-trustee
      transfer to an individual retirement account described in Code section 408(a)
      or
      an individual retirement annuity described in Code section 408(b) in accordance
      with Section 402(c)(11) of the Code.”

     

    5.
        Effective
      January 1, 2006, subsection (a) of Section 6.1 is hereby amended by changing
      the
      last sentence to read as follows: “Effective January 1, 2007, a Participant may
      request no more than one withdrawal under this Section 6.1 in any single Plan
      Year.”

     

    6.
        Effective
      January 1, 2007, subsection (b) of Section 11.3 is hereby amended in its
      entirety to read as follows:

     

    “(b)Distribution
      of excess deferrals.  In
      the event that an amount is included in a Participant's gross income for a
      taxable year as a result of an excess deferral under Code section 402(g), and
      the Participant notifies the Committee on or before the March 1 following the
      taxable year that all or a specified part of an Elective Contribution made
      for
      his or her benefit represents an excess deferral, the Committee shall make
      every
      reasonable effort to cause such excess deferral, adjusted for allocable income,
      to be distributed to the Participant no later than the April 15 following the
      calendar year in which such excess deferral was made. The income allocable
      to
      excess deferrals is equal to the allocable gain or loss for the taxable year
      of
      the individual, plus, in the case of a 

     

    
      
         

      

      
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    distribution
      in a taxable year beginning on or after January 1, 2007, the allocable gain
      or
      loss for the period between the end of the taxable year and the date of
      distribution (the "gap period"). For distributions in taxable years beginning
      prior to January 1, 2007, income allocable to excess deferrals for the taxable
      year shall be determined by multiplying the gain or loss attributable to the
      Participant's Elective Contribution Account for the taxable year by a fraction,
      the numerator of which is the Participant's excess deferrals for the taxable
      year, and the denominator of which is the sum of the Participant's Elective
      Contribution Account balance as of the beginning of the taxable year plus the
      Participant's Elective Contributions for the taxable year. For distributions
      in
      taxable years beginning on or after January 1, 2007, income allocable to excess
      deferrals for the aggregate of the taxable year and the gap period shall be
      determined in accordance with the alternative method set forth in proposed
      Regulation section 1.402(g)-1(e)(5)(iii). No distribution of an excess deferral
      shall be made during the taxable year of a Participant in which the excess
      deferral was made unless the correcting distribution is made after the date
      on
      which the Plan received the excess deferral and both the Participant and the
      Plan designate the distribution as a distribution of an excess deferral. The
      amount of any excess deferrals that may be distributed to a Participant for
      a
      taxable year shall be reduced by the amount of Elective Contributions that
      were
      excess contributions and were previously distributed to the Participant for
      the
      Plan Year beginning with or within such taxable year.”

     

    7.
        Effective
      January 1, 2006, subsection (b)(iv) of Section 11.4 is hereby amended by
      deleting the reference to “Regulation section 1.401(k)-1(b)(5)” at the end
      thereof and inserting in its place the following: “Regulation section
      1.401(k)-1(a)(6)”.

     

    8.
        Effective
      January 1, 2006, subsection (b)(vii) of Section 11.4 is hereby amended by
      deleting the reference to “Regulation sections 1.401(m)-1(b)(5)” at the end
      thereof and inserting in its place the following: “Regulation section
      1.401(m)-2(a)(6)”.

     

    9.
        Effective
      January 1, 2006, subsection (g) of Section 11.4 is hereby amended in its
      entirety to read as follows:

     

    “(g) Distribution
      of excess contributions.
      A
      Participant's excess contributions, adjusted for income, will be designated
      by
      the Participating Employer as a distribution of excess contributions and
      distributed to the Participant. The income allocable to excess contributions
      is
      equal to the allocable gain or loss for the Plan Year, plus, for the Plan Years
      commencing on January 1, 2006 and January 1, 2007, the allocable gain or loss
      for the period between the end of the Plan Year and the date of distribution
      (the "gap period"). Income allocable to excess contributions for the Plan Year
      shall be determined by multiplying the gain or loss attributable to the
      Participant's Elective Contribution Account and QNEC Account balances by a
      fraction, the numerator of which is the excess contributions for the Participant
      for the Plan Year, and the denominator of which is the sum of the Participant's
      Elective Contribution Account and QNEC Account balances as of the beginning
      of
      the Plan Year plus the Participant's Elective Contributions and Qualified
      Nonelective Contributions for the Plan Year. Income allocable to excess
      contributions for the gap period (for the 2006 and 2007 Plan Years) shall be
      determined in accordance with the safe harbor method set forth in Regulation
      section 1.401(k)-2(b)(2)(iv)(D). Distribution of excess contributions will
      be
      made after the close of the Plan Year to which the contributions relate, but
      within 12 months after the close of such Plan Year. Excess 

     

    
      
         

      

      
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    contributions
      shall be treated as annual additions under the Plan, even if distributed under
      this paragraph.”

     

    10.
        Effective
      January 1, 2006, subsection (b)(iv) of Section 11.5 is hereby amended by
      deleting the reference to “Regulation section 1.401(m)-1(b)(5)” at the end
      thereof and inserting in its place the following: “Regulation section
      1.401(m)-2(a)(6)”.

     

    11.
        Effective
      January 1, 2007, Section 14.13 is hereby amended in its entirety to read as
      follows: 

     

    “14.13.   “Elective
      Contribution Account”

     

    12.
        
      means an
      Account to which Elective Contributions (but not Roth elective deferrals) are
      allocated.”

     

    13.
        Effective
      January 1, 2006, Section 14.31 is hereby amended in its entirety to read as
      follows: 

     

    “14.31.  “Qualified
      Nonelective Contribution”
      means a
      contribution made in the discretion of the Plan Sponsor which is designated
      by
      the Plan Sponsor as a Qualified Nonelective Contribution and which falls within
      the definition of a “qualified nonelective contribution” under Regulation
      section 1.401(k)-6”.

     

    


     

    *
      * * *
      *

     

    


    IN
      WITNESS WHEREOF, Boston Scientific Corporation has caused this amendment to
      be
      executed in its name and on its behalf effective as of the dates set forth
      herein by an officer or a duly authorized delegate.

    


    


    
      	 	
              BOSTON
                SCIENTIFIC CORPORATION

              


              


              


              By: ___________________________

              


              


              Title: ___________________________

              


              


              Date: ___________________________
 


    

     

     

    
      
         

      

      
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