WWW.EXFILE.COM, INC. -- 14949 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.55 TO FORM 10-K


    EXHIBIT
      10.55


     

    FOURTH
      AMENDMENT OF

    THE
      GUIDANT EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN

     

    This
      Fourth Amendment of The Guidant Employee Savings and Stock Ownership Plan (“Plan”) is adopted
      by Guidant Corporation (“Company”). 

     

    


    Background

     

    
      	
            	A.	
              The
                Company adopted the Plan, which was originally effective January
                1, 1995,
                and most recently restated it in its entirety effective January 1,
                2003.

            


    

     

    
      	
            	B.	
              The
                Company amended the Plan by a First Amendment, a Second Amendment,
                and a
                Third Amendment. 

            


    

     

    
      	
            	C.	
              The
                Company now wishes to amend the Plan further, effective March 18,
                2006.

            


    

    


    Amendment

    


    1.    Section
      1.01(a)(17)(A) is amended to read as follows:

    


    The
      portion of a Participant’s Account
      that is
      attributable to contributions made under the Profit-Sharing Plan including
      a
      Participant’s Profit-Sharing Account (or similar account) in a Prior Savings
      Plan that is transferred to or merged into this Plan, amounts transferred from
      the ESOP to the Profit-Sharing Plan pursuant to Section 5.06(b) or 19.14(b),
      and
      earnings thereon, shall be referred to as the Participant’s “Profit-Sharing
      Account.” 

     

    2.    Section
      1.01(a)(27) is amended to read as follows: 

     

    Shares.
      The
      term “Shares” means shares of common stock of Guidant Corporation, except that,
      following the close of the merger pursuant to which Boston Scientific
      Corporation becomes sole shareholder (directly or indirectly) of Guidant
      Corporation, “Shares” shall mean shares of common stock of Boston Scientific
      Corporation or any successor. 

    


    3.    Section
      5.06 (a) is amended to read as follows: 

     

    Subject
      to the provisions of Sections 5.06(b) and 19.14(b), Employer Contributions
      to
      the Plan shall be invested in a Fund held in Trust and consisting of Shares
      (commonly known as “the Company Stock Fund”). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    While
      Employer Contributions will initially be invested in the Company Stock Fund,
      each Participant will have the diversification rights described in Section
      5.06(b) and Section 19.14(b). The Trustee shall purchase Shares for the Company
      Stock Fund in the open market or by private purchase, including purchase from
      the Company. Any such purchase from the Company shall be at a price per Share
      not in excess of the mean between the highest and lowest quoted selling price
      per Share for a 100 Share lot on the composite tape of New York Stock Exchange
      issues on the date of purchase by the Trustee. 

     

    4.     Sections
      5.06(c) and (d) are deleted, Section 5.06 (e) is re-designated as
      Section 5.06(c), and Section 5.06(b) is amended to read as follows:


     

    In
      accordance with procedures established by the Employee Benefits Committee,
      each
      Participant, and each Beneficiary of a deceased Participant, shall be entitled
      to transfer all or any portion of his Participant’s Account invested in the
      Company Stock Fund to one or more of the Funds established pursuant to Section
      5.01. In the event the Participant makes such a diversification election with
      respect to any portion of his ESOP Account, that election will have the effect
      of permanently transferring the Participant’s Units that are subject to the
      election from the ESOP to the Profit-Sharing Plan, and the Units (i) will
      thereafter be assets exclusively of the Profit-Sharing Plan, and (ii) cannot,
      under any circumstances, be transferred from the Profit-Sharing Plan back to
      the
      ESOP. An amount transferred from the Company Stock Fund to another Fund or
      Funds
      pursuant to this Section 5.06 shall subsequently be subject to the rules that
      apply under this Article V to the reinvestment of Salary Reduction
      Contributions. 

     

    5.    The
      second to last and third to last paragraphs of Section 6.01 are amended
      to read as follows: 

     

    A
      Participant’s Profit-sharing Account shall comprise the amounts described in
      Section 6.01(a) through (d)
      above,
      plus any amounts transferred from the Participant’s ESOP Account to his Profit-
      Sharing Account pursuant to Sections 19.14 (b) or 5.06(b). A Participant’s ESOP
      Account shall comprise the amounts described in Section 6.01(e) through (g)
      above, reduced by any amounts transferred from the Participant’s ESOP Account to
      his Profit Sharing Account pursuant to Sections 19.14(b) or 5.06(b).


    


    6.    Section
      10.01(d) is deleted. 

    


    7.    The
      second paragraph of Section 11.02 is amended to read as follows:
      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
      Section 11.02 shall apply to withdrawals under Article VIII and Section 19.14
      of
      the Plan and to distributions under Article X (including a distribution of
      the
      portion of a Participant’s Account invested in a Plan loan and the promissory
      note evidencing the loan) and Section 19.13 of the Plan. 

    


    8.    The
      heading of Section 18.02 is re-designated as “Investment
      of PAYSOP
      Account,”
and
      the text of that section is amended to read as follows: 

     

    Each
      Participant’s PAYSOP Account shall be invested in the Company Stock Fund, but
      with respect to his PAYSOP Account the Participant shall have the
      diversification rights described in Section 5.06(b). Any diversification
      election a Participant makes with respect to his PAYSOP Account pursuant to
      Section 5.06(b) will have the effect of permanently transferring the
      Participant’s Units that are subject to the election to the Profit-Sharing Plan,
      and the Units will thereafter be assets exclusively of the Profit-Sharing Plan.
      

     

    9.    Section
      19.14(b) is amended to read as follows: 

     

    Diversification.
      With
      respect to his ESOP Account, each Participant shall have the diversification
      rights described in Section 5.06(b). Any diversification election a Participant
      makes pursuant to Section 5.06(b) shall have the effect of permanently
      transferring the Participant’s Units that are subject to the election from the
      ESOP to the Profit-Sharing Plan, and the Units will thereafter be assets
      exclusively of the Profit-Sharing Plan, and cannot, under any circumstances,
      be
      transferred from the Profit-Sharing Plan back to the ESOP. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Guidant
      Corporation has caused this Fourth Amendment of The Guidant Employee
      Savings and Stock Ownership Plan to be executed by its duly authorized officer
      on this 24th day of March, 2006. 

     

    
 

    
      	 	
              GUIDANT
                CORPORATION 

               

              By:

              
                

              

               

               

              
                

              

              Printed
                Name 

               

              
                

              

              Title