WWW.EXFILE.COM, INC. -- 14949 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.53 TO FORM 10-K


    EXHIBIT
      10.53

    


    SECOND
      AMENDMENT OF THE GUIDANT

    EMPLOYEE
      SAVINGS AND STOCK OWNERSHIP PLAN

    


    This
      Second 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.

          


    	C.        
              	
            The
              Company wishes to amend the Plan further.

          


    


    Amendment

     

    THEREFORE,
      the Plan is amended as of July 22, 2004.

    


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

          


    


    (A) Amount
      of Payment.
      A
      Participant who resigns or is dismissed from employment and who has completed
      5
      years of Service as of such date shall be entitled to the entire value of his
      Participant’s Account. A Participant shall always be 100 percent vested in his
      Rollover Contributions Account. A Participant who has completed less than 5
      years of Service shall be entitled to the value of his Salary Reduction
      Contributions and Employee Contributions to the Plan, plus the value of his
      salary reduction contributions and qualified matching contributions made under
      the Endovascular Technologies, Inc. 401(k) Savings Plan transferred to this
      Plan, plus the value of any amounts transferred from the CardioThoracic Systems
      401(K) Savings Plan or the AFx 401(k) Plan to the Plan, plus his vested interest
      in the value of the Employer Contributions credited to his Participant’s
      Account. Such vested interest shall be determined by a percentage equal to
      20
      percent for each full year of Service. Notwithstanding the preceding provisions
      of this paragraph, a Participant who is dismissed from employment as part of
      the
“2004 reduction in force” shall be entitled to the entire value of his
      Participant’s Account, as though he had completed at least 5 years of Service at
      the time he is dismissed. For this purpose, a dismissal from employment is
      part
      of the 2004 reduction in force if it (1) is part of the reduction in the
      Company’s workforce undertaken in connection with the restructuring announced on
      July 22, 2004 and with respect to which affected Employees received termination
      notices issued during the period July 27, 2004 through August 13, 2004; or
      (2)
      occurs after July 22, 2004 in connection with the termination of the Company’s
      Houston radiation business.

     

    This
      Second Amendment of The Guidant Employee Savings and Stock Ownership Plan is
      signed by the duly authorized officer of Guidant Corporation on this
      20th
      day of
      October , 2004.

    


    


                                                                                                    GUIDANT
      CORPORATION

    


    /s/
      Roger
      Marchetti                            


    Signature

    


    Roger
      Marchetti                                


    Printed

    


    Vice
      President, Human Resources  

    Title