WWW.EXFILE.COM, INC. -- 14949 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.52 TO FORM 10-K


    EXHIBIT
      10.52

    


    FIRST
      AMENDMENT OF THE GUIDANT

    EMPLOYEE
      SAVINGS AND STOCK OWNERSHIP PLAN

     

    This
      First 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
              Company now wishes to amend the Plan.

          


    


    Amendment

    


    THEREFORE,
      the Plan is amended as of the dates set forth below:

    


    	1.         
              	
            Effective
              February 9, 2004, Section 1.01(a)(26)(x) is added to read as
              follows:

          


    


    (x) for
      Participants who began participation in the plan on February 9, 2004 and who,
      as
      of February 9, 2004, were employees of AFx, Inc., periods of employment that
      counted as service under the AFx 401(k) Plan.

    


    	2.         
              	
            Effective
              October 1, 2004, Section 5.08 is amended to read as
              follows:

          


    


    
      	
            	5.08	
              Transferred
                Participant Loans.

            


    

    


    To
      the
      extent that outstanding Participant loans under a Prior Savings Plan or the
      Endovascular Technologies, Inc. 401(k) Savings Plan, the InControl 401(k) Plan,
      the Sulzer Medica USA Retirement Plan, the CardioThoracic Systems 401(K) Savings
      Plan or the AFx 401(k) Plan are transferred to or merged into this Plan, those
      loans shall be treated as investments of the Profit-Sharing Accounts of the
      Participant to whom they relate, subject to the terms and conditions of the
      plan
      under which they were made. Participant loan repayments shall be invested in
      accordance with the Participant’s investment election currently in effect for
      Salary Reduction Contributions.

    


    	3.         
              	
            Effective
              October 1, 2004, Section 6.01(a) is amended to read as
              follows:

          


    


    	(a)         
             	
            Salary
              Reduction Contributions.
              The Participant’s Salary Reduction Contributions to the Plan, including
              amounts attributable to salary reduction contributions under a Prior
              Savings Plan or the Endovascular Technologies, Inc. 401(k) Savings
              Plan,
              the InControl 401(k) Plan, the Sulzer Medica USA Retirement Plan, the
              CardioThoracic Systems 401(K) Savings Plan or the AFx 401(k) Plan
              transferred to or merged into this Plan, and the earnings
              thereon:

          


     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	4.         
              	
            Effective
              October 1, 2004, the first paragraph of Section 7.01 is amended to
              read as
              follows:

          


    


    A
      Participant may withdraw a portion of monies accruing from his Salary Reduction
      Contributions and, if applicable, his salary redirection contributions under
      the
      Endovascular Technologies, Inc. 401(k) Savings Plan, the InControl 401(k) Plan,
      the Sulzer Medica USA Retirement Plan, the CardioThoracic Systems 401(K) Savings
      Plan or the AFx 401(k) Plan transferred to this Plan, in accordance with the
      following rules:

    


    	5.         
              	
            Effective
              October 1, 2004, Section 9.01(a) is amended to read as
              follows:

          


    


    
      	
            	(a)	
              Subject
                to such rules as the Employee Benefits Committee may from time to
                time
                prescribe, a Participant may make no more than one (1) withdrawal
                pursuant
                to either Article VII or Article VIII in any Plan Year. Notwithstanding
                the preceding sentence, a Participant may make unlimited withdrawals
                pursuant to Article VII and Section 8.02(g) from the portion of his
                Profit-Sharing Account that is attributable to salary redirection
                contributions transferred from the AFx 401(k) Plan to the
                Plan.

            


    

    


    	6.         
              	
            Effective
              October 1, 2004, Section 10.01(a)(1)(A) is amended to read as
              follows:

          


    

      	A.                        
                	
              Amount
                of Payment.
                A
                Participant who resigned 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.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	7.         
              	
            Effective
              October 1, 2004, a new Section 14.19 is added to the Plan to read as
              follows:

          


    


    	14.19    
              	
            Transfer
              From AFx Plan.
              As soon as practicable on or after October 1, 2004, the Trust shall
              accept
              a transfer from the trust for the AFx 401(k) Plan (the “AFx Plan”) of
              amounts representing all of the assets of the AFx Plan. Amounts credited
              to the accounts of an individual under the AFx Plan shall be credited
              to a
              corresponding Participant Account for that individual under the Plan.
              To
              the extent required by applicable law, an amount transferred with respect
              to an individual, and the earnings accrued thereon following the transfer,
              will be separately accounted for under the Plan. Amounts transferred
              from
              the AFx Plan to this Plan as described in this Section are fully vested
              at
              all times.

          


    


    	8.         
              	
            Effective
              October 1, 2004, Section 14.20 is added to read as
              follows:

          


    


    	14.20
                  	
            Blackout
              Periods.
              If the Trust accepts a transfer of assets from the trust of another
              plan,
              the transfer may result in a period of time during which a Participant
              may
              not obtain a distribution or a loan of the transferred assets or direct
              the investment of the transferred assets (“blackout period”). During the
              blackout period, the transferred assets will be invested in the funds
              designated by the Employee Benefits Committee. The designated funds,
              as
              well as the date the blackout period is expected to end, shall be
              communicated to affected Participants in advance of the commencement
              of
              the period as required by ERISA. After the blackout period ends, the
              transferred assets will be invested in accordance with Article
              V.

          


    


    This
      First Amendment of The Guidant Employee Savings and Stock Ownership Plan is
      signed by the duly authorized officer of Guidant Corporation on this
      24th
      day of
      September , 2004.

    


    


    THE
      GUIDANT EMPLOYEES SAVINGS

    AND
      STOCK
      OWNERSHIP PLAN

    


    /s/
      Roger
      Marchetti                                    

    Signature

    


    Roger
      Marchetti                                         


    Printed

    


    VP,
      Human
      Resources                               


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