WWW.EXFILE.COM, INC. -- 14949 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.54 TO FORM 10-K


    EXHIBIT
      10.54

    


    THIRD
      AMENDMENT OF 

    THE
      GUIDANT EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN

    


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

    


    Background

    


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

          


    	 B.           	
            The
              Plan has been amended by a First Amendment and a Second
              Amendment.

          


    	C.           	
            The
              Company wishes to amend the Plan further.

          


    


    Amendment


    THEREFORE,
      the Plan is amended as follows:

    


    	1.         
              	
            Effective
              July 1, 2005, Section 1.01(a)(27) is amended to read as
              follows:

          


    


    (27) Shares.
      The term
“shares” means shares of common stock of (A) Guidant Corporation, (B) a
      corporate successor to Guidant Corporation that, by operation of a merger,
      share
      exchange, or other corporate transaction, becomes the Participants’ employer, or
      (C) a member of the controlled group, within the meaning of Code section 414(b)
      or 414(c), of which such corporate successor is a member.

    


    	2.         
              	
            Effective
              January 1, 2005, Section 5.06(d) is redesignated as Section 5.06(e),
              and a
              new Section 5.06(d) is added to read as
              follows:

          


    


    In
      accordance with procedures established by the Employee Benefits Committee,
      a
      Participant who has attained 50 years of age or has five or more Years of
      Service may elect at any time during a Plan Year to diversify up to 100% of
      that
      portion of his ESOP Account attributable to Matching Contributions (and
      attributable earnings) by investing that portion in the investment funds
      established pursuant to Section 5.01.

    


    	3.         
              	
            Effective
              March 28, 2005, a new Section 10.05 is added to read as
              follows:

          


    


    10.05.
      Mandatory
      Cashout Threshold Lowered.
      Notwithstanding any other provisions of the Plan to the contrary, no amount
      exceeding $1,000 will be distributed to a Participant who has not reached Normal
      Retirement Age without the Participant’s written consent.

     

    Guidant
      Corporation has caused this Third Amendment of The Guidant Employee Savings
      and
      Stock Ownership Plan to be executed by its duly authorized officer on this
      27th
      day of
      September , 2005.

     

    GUIDANT
      CORPORATION

    


    /s/
      Roger
      Marchetti                                


    Signature

    


    Roger
      Marchetti                                      


    Printed

    


    Vice
      President, Human Resources        


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