WWW.EXFILE.COM, INC. -- 14949 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.56 TO FORM 10-K


    EXHIBIT
      10.56

    
 

    FIFTH
      AMENDMENT OF

     

    THE
      GUIDANT EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN

     

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

     

    Background

     

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

     

    B.  The
      Company has amended the January 1, 2003 restatement of the Plan by a First,
      Second, Third and Fourth Amendment.

     

    C.  The
      Company now wishes to amend the Plan further to make a top-paid group election
      under Code section 414(q)(1)(B)(ii), provide for the contribution of
      qualified nonelection contributions to satisfy Code section 401(k)(3), and
      to reflect the changes identified in IRS Notice 2005-101, including the
      final regulations under Code sections 401(k) and 401(m).

     

    Amendment

     

    Therefore,
      effective January 1, 2006 except as otherwise provided, the Plan is amended
      as follows:

     

    1.  Section
      3.03(b)(1)(A)(ii) is amended to read as follows:

     

    
      	 	
              (ii)

            	
              An
                Employee who received compensation in excess of $80,000 (as adjusted
                pursuant to Code section 415(d)) during the preceding Plan Year and
                was in the top-paid group of employees for the preceding Plan Year.
                

            


    

     

    2.  The
      last
      paragraph of Section 3.03(b) is amended to read as follows:

     

    If
      any
      highly compensated Employee is a Participant under two (2) or more qualified
      cash or deferred arrangements (as defined in Code section 401(k)) of the
      Employer or an affiliate, for purposes of determining the actual deferral
      percentage for any such Employee for a Plan Year, all salary reduction
      contributions under all such qualified cash 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    or
      deferred arrangements in the same Plan Year shall be taken into
      account.

     

    3.  Section
      3.06 is amended by adding a new subsection (i) to read as follows:

     

    
      	 	
              (i)

            	
              Qualified
                Nonelective Contributions to Correct Excess Salary Reduction
                Contributions.
                In lieu of, or in combination with, the distribution of Excess Salary
                Reduction Contributions under Section 3.04(b) to satisfy the
                limitation described at Section 3.03(a), any Employer may make a
                qualified nonelective contribution (“QNEC”) to the Plan on behalf of one
                or more Employees who are not highly compensated Employees (as defined
                in
                Section 3.03) to cause the limitation to be satisfied. The QNEC made
                on
                behalf of an Employee shall be allocated to the Employee’s Participant’s
                Account and shall be considered a Salary Reduction Contribution for
                all
                Plan purposes, except that an Employee may not withdraw it solely
                on
                account of a hardship.

            


    

     

    4.  Section
      7.01(b)(1) is amended to read as follows:

     

    
      	 	
              (1)

            	
              Hardship
                withdrawals shall be approved, on a case-by-case basis and in view
                of all
                relevant facts and circumstances, only if needed to satisfy an immediate
                and heavy financial need that is on account of one of the
                following:

            


    

     

    
      	 	
              (A)

            	
              Expenses
                for (or necessary to obtain) medical care that would be deductible
                under
                Code section 213(d) (determined without regard to whether the expenses
                exceed 7.5% of adjusted gross income);


            


    

    


    
      	 	
              (B)

            	
              Costs
                directly related to the purchase of a principal residence for the
                Participant (excluding mortgage payments);


            


    

    


    
      	 	
              (C)
                

            	
              Payment
                of tuition, related educational fees, and room and board expenses,
                for up
                to the next 12 months of post-secondary education for the Participant,
                or
                the Participant’s
                spouse,
                children or dependents (as defined in Code section 152 and, for taxable
                years beginning on or after January 1, 2005, without regard to Code
                sections 152(b)(1), (b)(2) and (d)(1)(B));


            


    

    


    
      	 	
              (D)

            	
              Payments
                necessary to prevent the eviction of the Participant from the
                Participant’s principal residence or foreclosure on the mortgage on that
                residence; 

            


    

    


    
      	 	
              (E)

            	
              Payments
                for burial or funeral expenses for the Participant’s deceased parent,
                spouse, children or dependents (as defined in


            


    

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    
      
        	 	
                 

              	
                Code
                  section 152 and, for taxable years beginning on or after
                  January 1, 2005, without regard to Code section 152(d)(1)(B));
                  or 

              


      

       

    

    
      	 	
              (F)

            	
              Expenses
                for the repair of damage to the Participant’s principal residence that
                would qualify for the casualty deduction under Code section 165
                (determined without regard to whether the loss exceeds 10% of adjusted
                gross income).

            


    

    


    Guidant
      Corporation has caused this Fifth Amendment of The Guidant Employee Savings
      and
      Stock Ownership Plan to be executed by its duly authorized officer on this
      __________ day of ___________________, 2006.

     

     

    
      	 	
              GUIDANT
                CORPORATION

              


              


              


              By:

              
                

              

              


               

                

              

              Printed
                Name

               

               

                

              

              Title 

            


    

    


    


     

     

    
      
         

      

      
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