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    EXHIBIT
      10.1

    


    


    2008
      PERFORMANCE INCENTIVE PLAN

    


    

      
        
          	
                  

                	
                  Performance
                    Incentive Plan (“Plan”)

                  Performance
                    Period January 1 - December 31

                  Rev.
                    January 22, 2008

                


        



       

      
        	
                I.  

              	
                Purpose
                  of the Plan

              


      

       

      The
        purpose of the Plan is to align Boston Scientific and employee interests
        by
        providing incentives for the achievement of key business milestones and
        individual performance objectives and to
        focus attention on companywide
        quality, all of which are critical to the success
        of  Boston Scientific. To this end, individual performance objectives
        are
        established during the annual goal setting process.  All incentive
        eligible employees are required to develop a set of written, measurable,
        annual
        goals, including a Quality specific objective,that are agreed to and approved
        by
        their direct manager as part of the Performance Achievement and Development
        Review (PADR) process. Goal setting should be completed
        within the required time frame.

       

       

      
        	
                II.  

              	
                Eligible
                  Participants

              


      

       

      The
        Plan
        year runs from January 1 – December 31.  The Plan covers all United
        States employees determined by Boston Scientific to be regular salaried exempt
        (excluding all term employees) employees who are ineligible for commissions
        under any sales compensation plan. The Plan also covers those Boston Scientific
        International and expatriate/inpatriate employees selected by Boston Scientific
        for participation. The Plan does not include any other employees, including
        those in positions covered by sales compensation plans. The plan also does
        not
        include any employees who are eligible for any other Boston Scientific incentive
        plan or program unless the terms of that plan or program expressly permit
        participation in both that plan or program and this Plan. Employees who meet
        the
        above eligibility criteria and who have at least two full months of eligible
        service during the Plan year may participate in the Plan on a prorated basis,
        proration to be based on the percentage of time the employee was eligible
        to
        participate under all applicable criteria and in the following circumstances:
        if
        (1) they have less than one year of eligibility during the Plan year, or
        (2)
        they have changed their business unit during the Plan year.  Employees
        who have less than two full months of eligible service during the Plan year
        are
        not eligible to participate in the Plan. Boston Scientific may review Plan
        participation eligibility criteria from time to time and may revise such
        criteria at any time, even within a Plan year, with or without notice and
        within
        its sole discretion.

       

      Employees
        and managers of those employees who do not timely complete the annual PADR
        goal
        setting process in a given calendar incentive year will be ineligible to
        participate in the Plan for that year.

       

       

      
        	
                III.

              	
                Boston
                  Scientific Performance Measures and Incentive Pool
                  Funding

              


      

       

      The
        Boston Scientific Executive Steering Committee (which is made up of members
        of
        the Boston Scientific Executive Committee) will identify critical performance
        measures and the weighting of total Boston Scientific and
        Group/Division/Region/Country performance (See Performance Measurements and
        Funding document), as well as the incentive pool funding that will be
        established for each level of Boston Scientific and
        Group/Division/Region/Country performance.  Such performance measures
        and weighting will be identified in the form of an annual plan, which will
        include measures and weighting for the entire Plan year as well as measures
        and
        weighting for each of the four quarters within the Plan year.  The
        performance for each of the five measurement periods (the four quarterly
        and the
        one annual measurement period) will be measured against the performance targets
        and will be evaluated and funded separately.  Further, in determining
        the level of funding for the incentive pool for each of the five measurement
        periods, the Boston Scientific Executive Steering Committee will consider
        progress made toward achievement of Boston Scientific's quality objectives
        and the performance of Boston Scientific's companywide Quality
        System. The total annual funding will be the sum of the
        funding for each of the five measurement periods.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        
          
            	
                    

                  	
                    Performance
                      Incentive Plan (“Plan”)

                    Performance
                      Period January 1 - December 31

                    Rev.
                      January 22,
                      2008

                  


          



      

       

      Except
        as
        noted herein, any payments due to plan participants will be made by March
        29, of
        the year following the Plan year. Incentive payments are typically paid in
        one
        installment.  The unweighted funding levels for Boston Scientific and
        Group/Division/Region/Country  performance will be based on the
        Performance Funding outlined in the Performance Measures and Funding
        document.

       

      The
        Boston Scientific Executive Steering Committee has sole authority over
        administration and interpretation of the Plan and retains its right to exercise
        discretion as it sees fit.  The Boston Scientific Executive Steering
        Committee will recommend the final level of Plan funding to the Executive
        Compensation and Human Resources Committee of the Board of Directors for
        its
        approval.  Subject to the Board’s approval, the incentive payment
        for any participant will be based upon the overall funding available and
        the
        employee’s overall individual performance relative to other Plan eligible
        employees in the applicable business unit, as determined by Boston
        Scientific.  The Boston Scientific Executive Steering
        Committee further reserves the right to modify and/or eliminate the
        incentive pool funding (on a quarterly and/or an annual basis) based on its
        determination, within its sole discretion, of Boston Scientific's progress
        made toward achievement of Boston Scientific's quality objectives and the
        performance of Boston Scientific's companywide Quality System.

       

       

      
        	
                IV.  

              	
                Incentive
                  Targets

              


      

       

      Incentive
        targets have been established for all eligible participants. These incentive
        targets represent the incentive payment (as a percent of base salary) that
        an
        individual is eligible to receive.  Funding calculation examples are
        contained in the Performance Measures and Funding document.

       

      The
        incentive pool (see Performance Measures and Funding document) is funded
        by a
        weighted combination of Boston Scientific’s overall performance and the
        applicable Group/Division/Region/Country performance.  All incentive
        eligible employees must have established annual goals agreed to by their
        direct
        manager and which link to their appropriate level of
        accountability.  An individual participant’s incentive payment will be
        determined based on an assessment of the overall individual performance
        contribution in the context of the applicable incentive pool(s).

       

      It
        is Boston Scientific’s aim to provide significant incentive and reward
        opportunities to employees for world-class performance
        achievement.  Since our business goals (e.g., sales, profit) are
        normally set at a level above our business competitors (aggressive but
        realistic), we have set our incentive targets aggressively as well. The
        incentive pool for performance may be funded as high as 150% of target in
        each
        of the five measurement periods. Above market rewards can be earned for above
        market performance.

       

      Except
        as noted, nothing in this plan guarantees any incentive payment will be made
        to
        any individual. Receipt of an incentive payment in one year does not guarantee
        eligibility in any future year.

       

       

      
        	
                V.

              	
                Individual
                  Incentive Payments

              


      

       

      The
        incentive payment for any eligible employee may vary from the approved and
        applicable incentive pool funding based on that individual’s overall performance
        and achievement of objectives relative to other eligible employees in the
        applicable business unit.  However, the total of incentive payments to
        all eligible individuals may not exceed the total applicable funding
        pool(s).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        
          
            	
                    

                  	
                    Performance
                      Incentive Plan (“Plan”)

                    Performance
                      Period January 1 - December 31

                    Rev.
                      January 22, 2008

                  


          



         

         

      

      
        	
                VI.  

              	
                Payment
                  Criteria

              


      

       

      A
        participant must be employed by Boston Scientific on December 31 of the Plan
        year to be eligible to receive any award pay-out under the Plan.  For
        example, a participant who is not required to report to work during any
        notification period applicable under any Boston Scientific severance or
        separation plan, but who is still an employee on December 31, will remain
        eligible to receive any award pay-out under the Plan.  A participant
        who specifically has been exempted under a specially designed, written Boston
        Scientific plan or program from the requirement to be employed on December
        31
        may remain eligible, depending on the terms of the applicable written plan
        document; in such cases, the terms of such written plan document will govern
        in
        all respects, including as to eligibility, timing and amount of any incentive
        payment.  Notwithstanding anything herein, this Plan does not confer
        eligibility on any employee on leave of absence status.

       

      Also
        notwithstanding anything herein, a participant whose employment ceases prior
        to
        December 31 of the Plan year by reason of “layoff” as that term is defined by
        the Boston Scientific Corporation Severance Pay and Layoff Notification Plan
        (as
        Amended and Restated) but who otherwise met all Plan eligibility criteria
        may
        participate in the Plan on a prorated basis, proration to be based on the
        percentage of time the participant was employed and eligible to participate
        under the applicable criteria.

       

      Also
        notwithstanding anything herein, a participant whose employment ceases prior
        to
        December 31 of the Plan year but who has otherwise met all Plan eligibility
        criteria and who, as of the date of such cessation of employment, (1), has
        attained age 50, (2) has accrued at least five years of service with Boston
        Scientific; and (3) whose age and years of service as of such date equals
        or
        exceeds 62, may participate in the Plan on a prorated basis, proration to
        be
        based on the percentage of time the participant was employed and eligible
        to
        participate under all applicable criteria; further, a participant whose
        employment ceases prior to December 31 of the Plan year by reason of death
        but
        who otherwise met all Plan eligibility criteria may participate in the Plan
        on a
        prorated basis, proration to be based on the percentage of time the participant
        was employed and eligible to participate under the applicable
        criteria.

       

      Except
        as
        noted above, all incentive payments will be based on a participant’s salary and
        incentive target as of December 31 of the Plan year.  Incentive
        payments will be made by March 29 of the year following the Plan
        year.

       

       

      
        	
                VII.

              	
                Incentive
                  Compensation Recoupment
                  Policy

              


      

      


      Effective
        for compensation awards made on or after February 20, 2007, to the extent
        permitted by governing law, the Board will seek reimbursement of incentive
        compensation paid to any executive officer in the event of a restatement
        of
        Boston Scientific’s financial results that reduced a previously granted award’s
        size or payment.  In that event, Boston Scientific will seek to
        recover the amount of the performance incentive award paid to the executive
        officers which is in excess of the amounts that would have been paid based
        on
        the restated financial results.

      


       

      
        	
                VIII.

              	
                Termination,
                  Suspension or Modification and Interpretation of the
                  Plan

              


      

       

      Boston
        Scientific may terminate, suspend or modify and if suspended, may reinstate
        with
        or without modification all or part of the Plan at any time, with or without
        notice to the participant.  Boston Scientific reserves the exclusive
        right to determine eligibility to participate in this Plan and to interpret
        all
        applicable terms and conditions, including eligibility criteria.

       

       

      
        	
                IX.

              	
                Other

              


      

       

      This
        document sets forth the terms of the Plan and is not intended to be a contract
        or employment agreement between the participant and Boston
        Scientific.  As applicable, it is understood that both the participant
        and Boston Scientific have the right to terminate the participant’s employment
        with Boston Scientific at any time, with or without cause and with or without
        notice, in acknowledgement of the fact that their employment relationship
        is “at
        will.”