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    EXHIBIT
10.1


     

    


     

    


     

    
 

     

    


     

    


     

    BOSTON
SCIENTIFIC CORPORATION

     

    NON-EMPLOYEE
DIRECTOR

     

    DEFERRED
COMPENSATION PLAN

     

    


     

    (As
Amended and Restated Effective January 1, 2009)

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Table of
Contents

     

     

    
      
        	 	 	
                Page

              
	 	 	 
	
                ARTICLE
      I

              	
                Definitions

              	
                1

              
	 	 	 
	 	 	 
	
                ARTICLE
      II

              	
                Eligibility
      and Enrollment

              	
                5

              
	 	 	 
	
                2.1

              	
                Participation

              	
                5

              
	 	 	 
	
                2.2

              	
                Enrollment
      Requirements

              	
                5

              
	 	 	 
	
                2.3

              	
                Commencement
      of Participation

              	
                5

              
	 	 	 
	 	 	 
	
                ARTICLE
      III

              	
                Deferral
      Commitments/Interest Crediting/Taxes

              	      
                5

              
	 	 	 
	
                3.1

              	
                Maximum
      Deferral

              	
                5

              
	 	 	 
	
                3.2

              	
                Election
      to Defer: Effect of Election Form.

              	
                5

              
	 	 	 
	
                3.3

              	
                Withholding
      of Deferral Amounts

              	
                6

              
	 	 	 
	
                3.4

              	
                Initial
      Credits and Interest Crediting

              	
                6

              
	 	 	 
	
                3.5

              	
                Interest
      Crediting for Installment Distributions

              	
                8

              
	 	 	 
	
                3.6

              	
                Taxes

              	
                8

              
	 	 	 
	
                3.7

              	
                Quarterly
      Statements

              	
                9

              
	 	 	 
	 	 	 
	
                ARTICLE
      IV

              	
                Fixed
      Date Payout; Withdrawals; Change in Control

              	      
                9

              
	 	 	 
	
                4.1

              	
                Fixed
      Date Payout

              	
                9

              
	 	 	 
	
                4.2

              	
                Other
      Benefits Take Precedence Over Fixed Date Payout

              	
                9

              
	 	 	 
	
                4.3

              	
                Unforeseeable
      Financial Emergencies.

              	
                9

              
	 	 	 
	
                4.4

              	
                Change
      in Control

              	
                10

              
	 	 	 
	 	 	 
	
                ARTICLE
      V

              	Termination
      Benefit	      
                10

              
	 	 	 
	
                5.1

              	
                Termination
      Benefit

              	
                10

              
	 	 	 
	
                5.2

              	
                Payment
      of Termination Benefit.

              	
                10

              
	 	 	 
	
                5.3

              	
                Failure
      to Elect

              	
                11

              
	 	 	 
	
                5.4

              	
                Death
      Prior to Completion of Termination Benefit

              	
                11

              
	 	 	 
	 	 	 
	
                ARTICLE
      VI

              	
                Pre-Termination
      Survivor Benefit

              	
                      
                  11

                

              
	 	 	 
	
                6.1

              	
                Pre-Termination
      Survivor Benefit

              	
                11

              
	 	 	 
	
                6.2

              	
                Payment
      of Pre-Termination Survivor Benefit.

              	
                12

              
	 	 	 
	
                6.3

              	
                Failure
      to Elect

              	
                12

              
	 	 	 


      

       

       

      
        
           

        

        
          - i
-

          
            

          

        

        
           

        

      

       

      
        	 	 	 
	
                ARTICLE
      VII

              	
                Beneficiary
      Designation

              	      
                13

              
	 	 	 
	
                7.1

              	
                Beneficiary

              	
                13

              
	 	 	 
	
                7.2

              	
                Beneficiary
      Designation: Change

              	
                13

              
	 	 	 
	
                7.3

              	
                Acknowledgment

              	
                13

              
	 	 	 
	
                7.4

              	
                No
      Beneficiary Designation

              	
                13

              
	 	 	 
	
                7.5

              	
                Doubt
      as to Beneficiary

              	
                13

              
	 	 	 
	
                7.6

              	
                Discharge
      of Obligations

              	
                13

              
	 	 	 
	 	 	 
	
                ARTICLE
      VIII

              	
                Termination,
      Amendment or Modification

              	
                      
                  13

                

              
	 	 	 
	
                8.1

              	
                Termination

              	
                13

              
	 	 	 
	
                8.2

              	
                Amendment

              	
                14

              
	 	 	 
	
                8.3

              	
                Plan
      Agreement

              	
                14

              
	 	 	 
	
                8.4

              	
                Effect
      of Payment

              	
                14

              
	 	 	 
	 	 	 
	
                ARTICLE
      IX 

              	
                Administration

              	      
                14

              
	 	 	 
	
                9.1

              	
                Committee
      Duties

              	
                14

              
	 	 	 
	
                9.2

              	
                Agents

              	
                14

              
	 	 	 
	
                9.3

              	
                Binding
      Effect of Decisions

              	
                15

              
	 	 	 
	
                9.4

              	
                Indemnity
      of Committee

              	
                15

              
	 	 	 
	
                9.5

              	
                Company
      Information

              	
                15

              
	 	 	 
	 	 	 
	
                ARTICLE
      X 

              	
                Other
      Benefits and Agreements

              	
                      
                  15

                

              
	 	 	 
	
                10.1

              	
                Coordination
      with Other Benefits

              	
                15

              
	 	 	 
	 	 	 
	
                ARTICLE
      XI 

              	
                Claims
      Procedures

              	
                      
                  15

                

              
	 	 	 
	
                11.1

              	
                Presentation
      of Claim

              	
                15

              
	 	 	 
	
                11.2

              	
                Notification
      of Decision

              	
                15

              
	 	 	 
	
                11.3

              	
                Review
      of a Denied Claim

              	
                16

              
	 	 	 
	
                11.4

              	
                Decision
      on Review

              	
                16

              
	 	 	 
	
                11.5

              	
                Legal
      Action

              	
                16

              
	 	 	 
	 	 	 
	
                ARTICLE
      XII 

              	
                Funding

              	
                      
                  17

                

              
	 	 	 
	
                12.1

              	
                No
      Funding

              	
                17

              
	 	 	 
	
                12.2

              	
                Grantor
      Trust

              	
                17

              
	 	 	 
	 	 	 
	
                ARTICLE
      XIII 

              	Miscellaneous	
                      
                  17

                

              
	 	 	 
	
                13.1

              	
                Limitation
      on Benefit Payment

              	
                17

              


      

       

      
        
           

        

        
          - ii
-

          
            

          

        

        
           

        

      

      
        	 	 	 
	
                13.2

              	
                Status
      of Plan

              	
                18

              
	 	 	 
	
                13.3

              	
                Unsecured
      General Creditor

              	
                18

              
	 	 	 
	
                13.4

              	
                Company’s
      Liability

              	
                18

              
	 	 	 
	
                13.5

              	
                Nonassignability

              	
                18

              
	 	 	 
	
                13.6

              	
                Not
      a Contract of Employment

              	
                18

              
	 	 	 
	
                13.7

              	
                Furnishing
      Information

              	
                18

              
	 	 	 
	
                13.8

              	
                Terms

              	
                18

              
	 	 	 
	
                13.9

              	
                Captions

              	
                18

              
	 	 	 
	
                13.10

              	
                Governing
      Law

              	
                19

              
	 	 	 
	
                13.11

              	
                Notice

              	
                19

              
	 	 	 
	
                13.12

              	
                Successors

              	
                19

              
	 	 	 
	
                13.13

              	
                Spouse’s
      Interest

              	
                19

              
	 	 	 
	
                13.14

              	
                Validity

              	
                19

              
	 	 	 
	
                13.15

              	
                Incompetent

              	
                19

              
	 	 	 
	
                13.16

              	
                Court
      Order

              	
                19

              
	 	 	 
	
                13.17

              	
                Distribution
      in the Event of Taxation.

              	
                20

              
	 	 	 
	
                13.18

              	
                Code
      Section 409A

              	
                20

              
	 	 	 


      

    

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        - iii
-

        
          

        

      

      
         

      

    

    BOSTON
SCIENTIFIC CORPORATION

    


    NON-EMPLOYEE
DIRECTOR

    


    DEFERRED
COMPENSATION PLAN

    


    As
Amended and Restated

     

    Effective
January 1, 2009

     

    Purpose

     

    The
purpose of this Plan is to provide specified benefits to Directors of Boston
Scientific Corporation, a Delaware corporation, the sponsor of this Plan. This
Plan shall be unfunded for tax purposes.  The Plan, as restated
herein, is intended to comply with Code section 409A and shall be interpreted
and construed in accordance with Code section 409A and the Treasury regulations
and other interpretative guidance issued thereunder.  No amounts
credited or vested under the Plan prior to January 1, 2005, pursuant to the
terms of the Plan as then in effect, shall be grandfathered within the meaning
of Code section 409A.

     

    ARTICLE
I

     

    Definitions

     

    For
purposes hereof, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated
meanings:

     

    
      	
              1.1  

            	
              “Account
      Balance” shall mean (i) the Deferral Amount, plus (ii) interest credited
      in accordance with all the applicable interest crediting provisions of
      this Plan, less (iii) all distributions or other debits credited pursuant
      to the provisions of this Plan. This Account Balance shall be a
      bookkeeping entry only and shall be utilized solely as a device for the
      measurement and determination of the amounts to be paid or issued to a
      Participant pursuant to this Plan.

            


    

     

    
      	
              1.2  

            	
              “Annual
      Deferral Amount” shall mean that portion of a Participant’s Directors Fees
      that a Participant elects to have deferred in accordance with Article 3
      for any one Plan Year. In the event of a Participant’s Separation from
      Service or death prior to the end of a Plan Year, such year’s Annual
      Deferral Amount shall be the actual amount deferred prior to such event.
      

            


    

     

    
      	
              1.3  

            	
              “Beneficiary”
      shall mean one or more persons, trusts, estates or other entities,
      designated in accordance with Article 7, that are entitled to receive
      benefits under this Plan upon the death of a
  Participant.

            


    

     

    
      	
              1.4  

            	
              “Beneficiary
      Designation Form” shall mean the form established from time to time by the
      Committee that a Participant completes, signs and returns to the Committee
      to designate one or more
Beneficiaries.

            


    

     

    
      	
              1.5  

            	
              “Board”
      shall mean the board of directors of the
  Company.

            


    

     

    
      
         

      

      
        - 1
-

        
          

        

      

      
         

      

    

    
      	
              1.6  

            	
              “Cash
      Common Stock Account Balance” shall mean the portion of a Participant’s
      Account Balance attributable to Directors Fees that, absent deferral under
      the Plan, would have been paid to the Director in cash and which is
      converted and credited under the Common Stock Option pursuant to the
      Director’s election under Section
3.4(a).

            


    

     

    
      	
              1.7  

            	
              “Change
      in Control” shall mean the first to occur of any of the following change
      in control events, as determined by the Committee in accordance with the
      provisions of Treas. Reg.
§1.409A-3(i)(5):

            


    

     

    (a) Change in
Ownership.  The acquisition by any one person, or more than one person
acting as a group (as defined in Treas. Reg. §1.409A-3(i)(5)(v)(B)) of stock of
the Company that, together with stock held by such person or group, constitutes
more than 50% of the total fair market value or total voting power of the stock
of the Company.

     

    (b) Change in
Effective Control.

     

    
      	
              (i)  

            	
              The
      acquisition by any one person, or more than one person acting as a group
      (as defined in Treas. Reg. §1.409A-3(i)(5)(v)(B)) on one date (or during
      the 12-month period ending on the date of the most recent acquisition by
      such person or persons) ownership of stock of the Company possessing 30%
      or more of the total voting power of the stock of the Company; provided,
      however, that any acquisition by (x) any noncorporate shareholder of the
      Company as of the effective date of the initial registration of an
      offering of Common Stock under the Securities Act of 1933, (y) the Company
      or any of its subsidiaries, or any employee benefit plan (or related
      trust) sponsored or maintained by the Company or any of its subsidiaries
      or (z) any corporation with respect to which, following such acquisition,
      more than 60% of, respectively, the then outstanding shares of common
      stock of such corporation and combined voting power of the then
      outstanding voting securities of such corporation entitled to vote
      generally in the election of directors is then beneficially owned,
      directly or indirectly, by all or substantially all of the individuals and
      entities who were the beneficial owners, respectively, of the outstanding
      Common Stock and Company voting securities immediately prior to such
      acquisition in substantially the same proportion as their ownership,
      immediately prior to such acquisition, of the outstanding Common Stock and
      Company voting securities, as the case may be, shall not constitute a
      Change in Control.

            


    

     

    
      	
              (ii)  

            	
              The
      replacement of a majority of members of the Board during any 12-month
      period by Directors whose appointment or election is not endorsed by a
      majority of the members of the Board before the date of the appointment or
      election.

            


    

     

    (c) Change in
the Ownership of a Substantial Portion of the Company’s Assets.  The
acquisition by any one person, or more than one person acting as a group (as
defined in Treas. Reg. §1.409A-3(i)(5)(v)(B)) on one date (or during the
12-month period 

     

    
      
         

      

      
        - 2
-

        
          

        

      

      
         

      

    

    ending on
the date of the most recent acquisition by such person or persons) assets from
the Company that have a total gross fair market value (determined without regard
to any liabilities associated with such assets) equal to or more than 40% of the
total gross fair market value of all of the assets of the Company (determined
without regard to any liabilities associated with such assets) immediately
before such acquisition or acquisitions.  

     

    
      	
              1.8  

            	
              “Claimant”
      shall have the meaning set forth in Section
  11.1.

            


    

     

    
      	
              1.9  

            	
              “Code”
      shall mean the Internal Revenue Code of 1986, as may be amended from time
      to time.

            


    

     

    
      	
              1.10  

            	
              “Committee”
      shall mean the committee described in Article
9.

            


    

     

    
      	
              1.11  

            	
              “Common
      Stock” shall mean the common stock, $.01 par value, of the
      Company.

            


    

     

    
      	
              1.12  

            	
              “Common
      Stock Option” shall mean the conversion and crediting option described in
      Section 3.4(a)(ii).

            


    

     

    
      	
              1.13  

            	
              “Common
      Stock Account Balance” shall mean the Cash Common Stock Account Balance
      and the Equity Common Stock Account
Balance.

            


    

     

    
      	
              1.14  

            	
              “Company”
      shall mean Boston Scientific Corporation, a Delaware corporation, and any
      successor to all or substantially all of the Company’s assets or business
      which assumes the obligations of the Company to the maximum extent
      permitted by Code section 409A.

            


    

     

    
      	
              1.15  

            	
              “Deferral
      Amount” shall mean the sum of all of a Participant’s Annual Deferral
      Amounts.

            


    

     

    
      	
              1.16  

            	
              “Deduction
      Limitation” shall mean the limitation described in Section 13.1 on a
      benefit that may otherwise be distributable pursuant to the provisions of
      this Plan.

            


    

     

    
      	
              1.17  

            	
              “Director”
      shall mean any non-employee member of the board of directors of the
      Company.

            


    

     

    
      	
              1.18  

            	
              “Directors
      Fees” shall mean the annual fees paid by the Company, including retainer
      fees and committee chair fees and any equity-based awards granted to the
      Director by the Company, in each case for serving on its board of
      directors.

            


    

     

    
      	
              1.19  

            	
              “Election
      Form” shall mean the form established from time to time by the Committee
      that a Participant completes, signs and returns to the Committee to make
      an election under the Plan.

            


    

     

    
      	
              1.20  

            	
               “Equity
      Common Stock Account Balance” shall mean the portion of a Participant’s
      Account Balance attributable to Directors Fees that, absent deferral under
      the Plan, would have been issued to the Director in the form of one or
      more equity-based awards.

            


    

     

    
      	
              1.21  

            	
              “Fixed
      Date Payout” shall mean the payout described in Section
    4.1.

            


    

     

     

     

    
      
         

      

      
        - 3
-

        
          

        

      

      
         

      

    

    
      	
              1.22  

            	
              “Market
      Price” shall mean, as of any trading date, the closing price of Common
      Stock on such date (or, if no trading shall have occurred on such date, on
      the immediately preceding date on which trading shall have
      occurred).

            


    

     

    
      	
              1.23  

            	
              “Moody’s
      Rate Option” shall mean the interest crediting option described in Section
      3.4(a)(i).

            


    

     

    
      	
              1.24  

            	
              “Moody’s
      Rate Option Account Balance” shall mean the portion of a Participant’s
      Account Balance attributable to Directors Fees that, absent deferral under
      the Plan, would have been paid to the Director in cash and as to which
      interest is being credited under the Moody’s Rate Option pursuant to the
      Director’s election under Section
3.4(a).

            


    

     

    
      	
              1.25  

            	
              “Participant”
      shall mean a Director (i) who elects to participate in the Plan (in
      accordance with the provisions of the Plan), (ii) who signs a Plan
      Agreement, an Election Form and a Beneficiary Designation Form, (iii)
      whose signed Plan Agreement, Election Form and Beneficiary Designation
      Form are accepted by the Committee, (iv) who commences participation in
      the Plan, and (v) whose Plan Agreement has not terminated. A spouse or
      former spouse of a Participant shall not be treated as a Participant in
      the Plan, even if he or she has an interest in the Participant’s benefits
      under the Plan as a result of applicable law or property settlements
      resulting from legal separation or
divorce.

            


    

     

    
      	
              1.26  

            	
              “Plan”
      shall mean the Boston Scientific Corporation Non-Employee Director
      Deferred Compensation Plan, as amended and restated effective January 1,
      2009, and as may be further amended from time to time, which shall be
      evidenced by this instrument, including any amendment hereto, and by each
      Plan Agreement.

            


    

     

    
      	
              1.27  

            	
              “Plan
      Agreement” shall mean a written agreement which is entered into by and
      between the Company and a Participant. Each Plan Agreement executed by a
      Participant and the Company shall provide for the entire benefit to which
      such Participant is entitled to under the Plan, and the Plan Agreement
      bearing the latest date of acceptance by the Committee shall govern such
      entitlement. The terms of any Plan Agreement may vary by Participant, and
      any Plan Agreement may provide additional benefits not set forth in the
      Plan or limit the benefits otherwise provided under the Plan; provided,
      however, that any such additional benefits or benefit limitations must be
      agreed to by both the Company and the
  Participant.

            


    

     

    
      	
              1.28  

            	
              “Plan
      Year” shall mean the twelve (12) month period beginning on January 1 and
      continuing through December 31.

            


    

     

    
      	
              1.29  

            	
              “Pre-Termination
      Survivor Benefit” shall mean the benefit described in Article
      6.

            


    

     

    
      	
              1.30  

            	
              “Separation
      from Service” and correlative terms mean the ceasing of all services as a
      Director constituting a “separation from service” (as that term is defined
      at Treas. Reg. § 1.409A-1(h)) from the Company and any corporation or
      other trade or business that together with the Company would be treated as
      a single “employer” for purposes of Treas. Reg. §
      1.409A-1(h)(3).

            


    

     

    
      	
              1.31  

            	
              “Termination
      Benefit” shall mean the benefit described in Article
  5.

            


    

     

    
      
         

      

      
        - 4
-

        
          

        

      

      
         

      

    

    
      	
              1.32  

            	
              “Unforeseeable
      Financial Emergency” shall mean an unanticipated emergency that is caused
      by an event beyond the control of the Participant that would result in
      severe financial hardship to the Participant resulting from (i) a sudden
      and unexpected illness or accident of the Participant or a dependent of
      the Participant, (ii) a loss of the Participant’s property due to
      casualty, or (iii) other extraordinary and unforeseeable circumstances
      arising as a result of events beyond the control of the Participant and
      constituting an “unforeseeable emergency” as defined in Treas. Reg.
      § 1.409A-3(i)(3), all as determined in the sole discretion of the
      Committee.

            


    

     

    ARTICLE
II

     

    Eligibility and
Enrollment

     

    
      	
              2.1  

            	
              Participation.  Participation
      in the Plan shall be limited to
Directors.

            


    

     

    
      	
              2.2  

            	
              Enrollment
      Requirements.  As a condition to participation, each
      Director shall complete, execute and return to the Committee a Plan
      Agreement, an Election Form and a Beneficiary Designation Form not later
      than the applicable election deadline specified in Section
      3.2.  In addition, the Committee shall establish from time to
      time such other enrollment requirements as it determines, in its sole
      discretion, are necessary.

            


    

     

    
      	
              2.3  

            	
              Commencement of
      Participation.  Each Director shall commence
      participation in the Plan upon satisfaction of all enrollment requirements
      set forth in this Plan and required by the Committee, including returning
      all required documents to the Committee within the required time frame. If
      a Director fails to meet all such requirements within the required time
      frame, he or she shall not be eligible to participate in the Plan until
      the first day of the Plan Year commencing after the delivery to and
      acceptance by the Committee of the required
  documents.

            


    

     

    ARTICLE
III

     

    Deferral
Commitments/Interest Crediting/Taxes

     

    
      	
              3.1  

            	
              Maximum
      Deferral.  For each Plan Year, a Participant may elect to
      defer up to 100% of his or her Directors Fees. Notwithstanding the
      foregoing, if a Participant first becomes a Participant after the first
      day of a Plan Year, the maximum Annual Deferral Amount shall be limited to
      the amount of Directors Fees not yet earned by the Participant as of the
      date the Participant submits a Plan Agreement and Election Form that are
      accepted by the Committee.

            


    

     

    
      	
              3.2  

            	
              Election to Defer:
      Effect of Election Form.

            


    

     

    (a) First Plan
Year.  In connection with a Participant’s commencement of
participation in the Plan during the course of a Plan Year, the Participant may
make an irrevocable deferral election for Directors Fees in respect of services
to be performed for the remainder of the Plan Year in which the Participant
commences participation in the Plan not later than thirty (30) days after first
becoming eligible, along with, to the extent consistent with section 409A of the
Code, such other form or forms as the Committee deems necessary or desirable
under the Plan. For such election to be valid, the Election Form must be
completed and signed by the Participant, timely delivered to the 

     

     

    
      
         

      

      
        - 5
-

        
          

        

      

      
         

      

    

    Committee
(in accordance with the foregoing sentence) and accepted by the
Committee.  A Director who already participates or is eligible to
participate in (including, except to the extent otherwise provided in Treas.
Reg. § 1.409A-2(a)(7), a Director who has any entitlement, vested or unvested,
to payments under) any other nonqualified deferred compensation plan that would
be required to be aggregated with the Plan for purposes of Treas. Reg.
§ 1.409A-1(c)(2) shall not be treated as eligible for the mid-year election
rules of this Section 3.2 with respect to the Plan, even if he or she had never
previously been eligible to participate in the Plan itself.

     

    (b) Subsequent Plan
Years.  For each succeeding Plan Year, an irrevocable deferral
election for that Plan Year, and such other elections as the Committee deems
necessary or desirable under the Plan, shall be made by timely delivering to the
Committee a new Election Form, in accordance with its rules and procedures;
provided that such Election Form must be delivered not later than the last day
of the Plan Year preceding the Plan Year in which the services to which the
Directors Fees relate are to be performed. If no Election Form is timely
delivered for a Plan Year, there shall be no Annual Deferral Amount for that
Plan Year.

     

    
      	
              3.3  

            	
              Withholding of
      Deferral Amounts.  For each Plan Year, Directors Fees
      with respect to which a deferral election has been made under Section 3.2
      shall be withheld at the time such Directors Fees are or otherwise would
      be paid, transferred, or delivered to the
  Participant.

            


    

     

    
      	
              3.4  

            	
              Initial Credits and
      Interest Crediting.  Amounts withheld under Section 3.3
      shall be credited to each Participant’s Account Balance as set forth in
      this Section 3.4.

            


    

     

    (a) Directors Fees Attributable
to Cash.  At the time that a Participant makes a deferral
election under Section 3.2 for any Plan Year with respect to Directors Fees
that, absent such election, would have been payable to the Director in cash, the
Participant shall also elect whether interest shall be credited on the Annual
Deferral Amount for such Plan Year on the basis of the Moody’s Rate Option or
the Common Stock Option, or whether a designated portion of the Annual Deferral
Amount shall be subject to each such option.

     

    
      	
              (i)  

            	
              Moody’s Rate
      Option.  If the Moody’s Rate Option is elected for all or
      a designated portion of an Annual Deferral Amount, that amount shall be
      credited to the Participant’s Moody’s Rate Option Account Balance, and
      interest shall be credited for each Plan Year to the Annual Deferral
      Amount (or the designated portion thereof) at the applicable Moody’s rate.
      The applicable Moody’s rate for a Plan Year shall be the interest rate,
      stated as an annual rate, that (i) is published in Moody’s Bond Record
      under the heading of “Moody’s Composite Yield on Seasoned Corporate Bonds”
      and (ii) is equal to the average corporate bond yield calculated for the
      month of September preceding the Plan Year for which the rate is to be
      used.  Interest shall be credited under this option as though
      the Annual Deferral Amount for each Plan Year were withheld at the
      beginning of the Plan Year or, in the case of the first year of Plan
      participation, were withheld on the date that the Participant commenced
      participation in the Plan, and shall be compounded annually.  In
      the event distribution of the Annual Deferral Amount is made or commences
      prior to the end of a Plan Year, the basis for that year’s interest
      crediting on such distribution will be a fraction of the full year’s
      interest, based on the number of full months prior to such distribution or
      commencement.  For purposes of crediting interest up to the time
      of a distribution, each distribution shall be treated as made on the first
      day of the month in which the distribution is actually
    made.

            


    

     

    
      
         

      

      
        - 6
-

        
          

        

      

      
         

      

    

    
      	
              (ii)  

            	
              Common Stock
      Option:  If the Common Stock Option is elected for all or
      a designated portion of an Annual Deferral Amount, that amount will be
      converted (in the manner prescribed in this Section 3.4(a)(ii)) into
      hypothetical Common Stock equivalent units and credited to the
      Participant’s Cash Common Stock Account Balance.  The number of
      such units shall be determined by dividing that part of the Annual
      Deferral Amount (or designated portion thereof) that is attributable to
      each calendar quarter by the average of the Market Prices of Common Stock
      during the last five (5) trading days of the preceding calendar
      quarter.  Common Stock equivalent units will be calculated to
      the nearest thousandth.  On each dividend payment date for the
      Common Stock, dividend equivalents in the form of additional units
      representing Common Stock will be credited to the Participant’s Cash
      Common Stock Account Balance equal to (i) the per-share cash dividend
      divided by the average of the Market Prices of Common Stock on the five
      (5) trading days preceding the payment date, multiplied by (ii) the number
      of such units reflected in such Account Balance on the day before the
      dividend payment date.  Upon the Participant’s Separation from
      Service or death, or in the event of a Fixed Date Payout, the Common Stock
      equivalent units credited to the Cash Common Stock Account Balance will be
      valued for payment by multiplying the applicable number of units by the
      average of the Market Prices of Common Stock during the last five (5)
      trading days of the month preceding the date on which the Annual Deferral
      Amount is to be paid (or on which payments of such Amount are to
      commence).  If the outstanding shares of Common Stock are
      increased, decreased or exchanged for a different number or kind of shares
      or other securities, or if additional shares or new or different shares or
      other securities are distributed with respect to such shares of Common
      Stock or other securities through merger, consolidation, sale of all or
      substantially all the property of the Company, reorganization,
      recapitalization, reclassification, stock dividend, stock split, reverse
      stock split or other distribution with respect to such shares of Common
      Stock or other securities, appropriate adjustments will be made by the
      Company in the number of Common Stock equivalent units credited to a
      Participant’s Cash Common Stock Account
Balance.

            


    

     

    (b) Directors Fees Attributable
to Equity.  A deferral election under Section 3.2 for any Plan
Year with respect to Directors Fees that, absent such election, would have been
issued to the Director in the form of one or more equity-based awards shall
constitute an election to have such equity-based award(s) converted (in the
manner prescribed in Section 3.4(b)(i) below) into hypothetical Common Stock
equivalent units and credited to the Participant’s Equity Common Stock Account
Balance pursuant to this Section 3.4(b).  As of any date thereafter,
the Participant shall be vested in any Common Stock equivalent unit credited to
his or her Equity Common Stock Account Balance solely to the extent that he or
she would have been vested as of such date in the specific equity-based award
from which such Common Stock equivalent unit was converted, absent the
conversion of such equity-based award into Common Stock equivalent units under
this Section 3.4(b).

     

    
      
         

      

      
        - 7
-

        
          

        

      

      
         

      

    

    
      	
              (i)  

            	
              The
      number of such units shall be equal to the number of shares of Common
      Stock subject to the equity-based award which has been
      deferred.  If the outstanding shares of Common Stock are
      increased, decreased or exchanged for a different number or kind of shares
      or other securities, or if additional shares or new or different shares or
      other securities are distributed with respect to such shares of Common
      Stock or other securities through merger, consolidation, sale of all or
      substantially all the property of the Company, reorganization,
      recapitalization, reclassification, stock dividend, stock split, reverse
      stock split or other distribution with respect to such shares of Common
      Stock or other securities, appropriate adjustments will be made by the
      Company in the number of Common Stock equivalent units credited to a
      Participant’s Equity Common Stock Account
  Balance.

            


    

     

    
      	
              (ii)  

            	
              No
      additional amounts or units shall be credited in respect of any units
      credited under the Equity Common Stock Account Balance in respect of any
      dividend payment date for the Common Stock.  Each Director shall
      be entitled to a lump sum cash payment payable each calendar year, no
      later than December 31st of such year, in an amount equal to the sum of
      the following calculated for each dividend payment date that occurred
      during such calendar year: (i) the per-share cash dividend declared for
      such dividend payment date, multiplied by (ii) the number of units
      reflected in the Participant’s Equity Common Stock Account Balance on the
      day before such dividend payment
date.

            


    

     

    
      	
              3.5  

            	
              Interest Crediting for
      Installment Distributions.  If a Participant’s benefits
      under this Plan are to be paid from the Moody’s Rate Option Account
      Balance in substantially equal monthly installments, such payments shall
      be determined by amortizing the Participant’s specified benefit over the
      number of months elected, using the interest rate determined under the
      Moody’s Rate Option for each year and treating the first installment
      payment as all principal and each subsequent installment payment, first as
      interest accrued for the applicable installment period on the unpaid
      Moody’s Rate Option Account Balance and second as a reduction in the
      Moody’s Rate Option Account Balance.


            


    

     

    
      	
              3.6  

            	
              Taxes.  The
      Company, or the trustee of any trust established under Section 12.2, shall
      withhold from any payments made to a Participant under this Plan any
      applicable federal, state and local income, employment and other taxes
      that are required to be withheld by the Company, or the trustee of the
      trust, in connection with such payments, in amounts and in a manner to be
      determined in the sole discretion of the Company or the
      trustee.

            


    

     

     

    
      
         

      

      
        - 8
-

        
          

        

      

      
         

      

    

    
      	
              3.7  

            	
              Quarterly
      Statements.  As soon as practicable after the end of each
      calendar quarter, the Committee shall provide a statement to each
      Participant showing the Participant’s Account Balance as of the end of the
      quarter.  In determining the Account Balance as of the end of a
      quarter, the Committee shall credit interest under the Moody’s Rate Option
      through the last day of the quarter, and shall provide the aggregate
      number of Common Stock equivalent units credited to the Participant’s Cash
      Common Stock Account Balance and to the Participant’s Equity Common Stock
      Account Balance as of the last day of the
  quarter.

            


    

     

     

    ARTICLE
IV

     

    Fixed Date Payout;
Withdrawals; Change in Control

     

    
      	
              4.1  

            	
              Fixed Date
      Payout.  In connection with each election to defer an
      Annual Deferral Amount, a Participant may elect irrevocably to receive a
      future “Fixed Date Payout” from the Plan.  Subject to the
      Deduction Limitation, the Fixed Date Payout shall be a lump sum payment,
      payable in cash except with respect to amounts credited under the Equity
      Common Stock Account which shall, to the extent vested, be issuable in
      stock, in an amount that is equal to such Annual Deferral Amount plus
      interest, if any, credited in the manner provided in Section 3.4 above on
      that amount.  Subject to the Deduction Limitation and the other
      terms and conditions of this Plan, each Fixed Date Payout elected shall be
      paid within 60 days of the first day of any Plan Year designated by the
      Participant that is at least three (3) years after the first day of the
      Plan Year in which the Annual Deferral Amount is actually
      deferred.  Any portion of the Participant’s Equity Common Stock
      Account Balance which is not vested in accordance with Section 3.4(b) as
      of the date of the Fixed Date Payout shall be forfeited as of such
      date.  At any time prior to the first day of the Plan Year
      preceding the Plan Year in which a Fixed Date Payout is otherwise
      scheduled to be made under this Section 4.1, the Participant may change
      this election by submitting a new Election Form to the Committee that is
      accepted by the Committee in its sole discretion; provided that
      he or she must irrevocably elect to postpone such Fixed Date Payout by a
      period of not fewer than five (5) years, in which case payment shall be
      made on or within thirty (30) days following the last day of such
      subsequent Plan Year.  No such additional deferral election
      shall take effect until one year has elapsed from the date the new
      Election Form is accepted by the
Committee.

            


    

     

    
      	
              4.2  

            	
              Other Benefits Take
      Precedence Over Fixed Date Payout.  Should an event occur
      that triggers a benefit under Article 5 or 6, any Annual Deferral Amount,
      plus interest thereon, if any, that is subject to a Fixed Date Payout
      election or additional deferral election under Section 4.1 shall not be
      paid in accordance with Section 4.1, but shall be paid or issued in
      accordance with the other applicable
Article.

            


    

     

    
      	
              4.3  

            	
              Unforeseeable
      Financial Emergencies.

            


    

     

    (a) Withdrawal for Unforeseeable
Financial Emergency.  If a Participant experiences an
Unforeseeable Financial Emergency, the Participant may, with the consent of a
majority of the disinterested members of the Committee, receive a distribution
from his or her Moody’s Rate Option Account Balance, in an amount reasonably
needed to satisfy the Unforeseeable Financial Emergency, plus amounts necessary
to pay taxes reasonably anticipated as a result of the distribution; provided that, no
distribution shall be made under this Section 4.3 to the extent that such
Unforeseeable Financial Emergency is or may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Participant’s
assets (to the extent the liquidation of such assets would not itself cause
severe financial hardship), or by cessation of deferrals under the Plan. The
determination of the existence of a Participant’s Unforeseeable Financial
Emergency and the amount required to be distributed to meet the need created by
the Unforeseeable Financial Emergency shall be made by the Committee, all in
accordance with the rules of Treas. Reg. §1.409A-3(i)(3).  The payment
of any amount under this Section 4.3 shall not be subject to the Deduction
Limitation.  No portion of the Participant’s Common Stock Account
Balance shall be available for withdrawal under this Section 4.3.

     

    
      
         

      

      
        - 9
-

        
          

        

      

      
         

      

    

    (b) Cessation of
Deferrals. To the extent that a Participant receives a distribution under
the Plan due to an Unforeseeable Financial Emergency under this Section 4.3,
such Participant’s deferral election for the remainder of the then-current Plan
Year shall be cancelled and have no further effect.

     

    
      	
              4.4  

            	
              Change in
      Control.  If a Change in Control occurs, all deferral
      elections under the Plan shall automatically cease, and each Participant
      (or Beneficiary of a deceased Participant) shall receive a distribution of
      the aggregate value of his or her Moody’s Rate Option Account Balance and
      his or her Cash Common Stock Account Balance in a single lump sum cash
      payment as soon as practicable, and no later than 60 days, after such
      Change in Control.  The Participant’s Equity Common Stock
      Account Balance shall not be paid under this Section 4.4 but shall,
      instead, be paid out in accordance with the other provisions of the
      Plan.

            


    

     

     

    ARTICLE
V

     

    Termination
Benefit

     

    
      	
              5.1  

            	
              Termination
      Benefit.  Subject to the Deduction Limitation, a
      Participant who experiences a Separation from Service prior to his or her
      death shall receive, as a Termination Benefit, his or her Account Balance
      in accordance with this Article 5.

            


    

     

    
      	
              5.2  

            	
              Payment of Termination
      Benefit.

            


    

     

    (a) Equity Common Stock Account
Balance.  A Participant who experiences a Separation from
Service prior to his or her death shall receive his or her Equity Common Stock
Account Balance as a Termination Benefit in the form of stock no later than 60
days after the date the Participant Separates from Service.  Any
portion of the Participant’s Equity Common Stock Account Balance which is not
vested in accordance with Section 3.4(b) as of the date of the Participant’s
Separation from Service shall be forfeited as of such date.

     

     

     

    
      
         

      

      
        - 10
-

        
          

        

      

      
         

      

    

    (b) Moody’s Rate Option Account
Balance.  In connection with each election to defer an Annual
Deferral Amount, the Participant shall elect to receive the portion of such
Annual Deferral Amount allocated to the Moody’s Rate Option as a Termination
Benefit in the form of a lump sum or in substantially equal monthly payments
(the latter determined in accordance with Section 3.5 above) over a period of 60
or 120 months with such payment to be made or to commence no later than 60 days
after the date the Participant Separates from Service.  The
Participant may change this election by submitting a new Election Form to the
Committee that is accepted by the Committee in its sole discretion; provided that he or
she must irrevocably elect to postpone by a period of not fewer than five (5)
years the year in which payment of his or her Moody’s Rate Option Account
Balance is to be made or to commence, in which case (unless there is an
accelerated payment by reason of the Participant’s death under Section 5.4 or
Article 6) payment shall be made or shall commence no later than 60 days
following the last day of such subsequent year.  No such additional
deferral election shall take effect until one year has elapsed from the date the
new Election Form is accepted by the Committee.

     

    (c) Cash Common Stock Account
Balance.  The Participant shall receive his or her Cash Common
Stock Account Balance as a Termination Benefit payable in two (2) installments,
with one-half of the value of the Cash Common Stock Account Balance (determined
in accordance with Section 3.4(a)(ii) as of the date of the Participant’s
Separation from Service) paid within 60 days of the Separation from Service and
the remainder of the value of the Cash Common Stock Account Balance paid on or
after January 1 of the year following the year of the Separation from
Service.

     

    
      	
              5.3  

            	
              Failure to
      Elect.  With respect to each Plan Year in which a
      Participant makes a deferral election, if a Participant does not make any
      election with respect to the form of payment of the Annual Deferral Amount
      allocated to the Moody’s Rate Option, then the Termination Benefit
      attributable to such Annual Deferral Amount shall be payable in a lump sum
      no later than 60 days after the date the Participant Separates from
      Service. 

            


    

     

    
      	
              5.4  

            	
              Death Prior to
      Completion of Termination Benefit.  If a Participant dies
      after Separation from Service but before the Termination Benefit is paid
      or paid in full, the Participant’s unpaid Termination Benefit shall be
      paid, or payments shall commence or continue to be made, to the
      Participant’s Beneficiary (a) at the same time or times as, or over the
      remaining number of months and in the same amounts as, that unpaid
      Termination Benefit would have been paid to the Participant had the
      Participant survived, or (b) in a lump sum, if requested by the
      Beneficiary and allowed in the sole discretion of the Committee (but only
      to the extent permissible under Code section 409A), that is equal to the
      Participant’s unpaid remaining Account
Balance.

            


    

     

     

    ARTICLE
VI

     

    Pre-Termination Survivor
Benefit

     

    
      	
              6.1  

            	
              Pre-Termination
      Survivor Benefit.  Subject to the Deduction Limitation,
      the Participant’s Beneficiary shall receive a Pre-Termination Survivor
      Benefit equal to the Participant’s Account Balance, if the Participant
      dies before he or she experiences a Separation from
    Service.

            


    

     

    
      
         

      

      
        - 11
-

        
          

        

      

      
         

      

    

    
      	
              6.2  

            	
              Payment of
      Pre-Termination Survivor
Benefit.

            


    

     

    (a) Equity Common Stock Account
Balance.  A Participant’s Beneficiary who is entitled to a
Pre-Termination Survivor Benefit under Section 6.1 shall receive the
Participant’s Equity Common Stock Account Balance in stock no later than 90 days
after the date of the Participant’s death.  Any portion of the
Participant’s Equity Common Stock Account Balance which is not vested in
accordance with Section 3.4(b) as of the date of the Participant’s death shall
be forfeited as of such date.

     

    (b) Moody’s Rate Option Account
Balance.  A Participant, in connection with his or her
commencement of participation in the Plan, shall elect on an Election Form
whether his or her Beneficiary shall receive his or her Moody’s Rate Option
Account Balance as a Pre-Termination Survivor Benefit in the form of a lump sum
or in equal monthly payments (the latter determined in accordance with Section
3.5 above) over a period of 60 or 120 months.  The Participant may
change this election by submitting a new Election Form to the Committee that is
accepted by the Committee in its sole discretion; provided that no such
change shall take effect until one year has elapsed from the date the new
Election Form is accepted by the Committee. Despite the foregoing, if the
Participant’s Account Balance at the time of his or her death is less than the
applicable dollar amount in effect under Code section 402(g)(1)(B) at such time,
payment of the Pre-Termination Survivor Benefit may be made, in the sole
discretion of the Committee, in a lump sum; provided that such payment results
in the termination and liquidation of the entirety of the Participant’s interest
under the Plan, including all agreements, methods, programs, or other
arrangements with respect to which deferrals of compensation are treated as
having been deferred under a single nonqualified deferred compensation plan
under Treas. Reg. §1.409A-1(c)(2).  Any Pre-Termination Survivor
Benefit payable under this Section 6.2(b) shall be made, in the case of a lump
sum payment, or shall commence, in the case of an installment payment, no later
than 90 days after the date of the Participant’s death.  

     

    (c) Cash Common Stock Account
Balance.  Unless the entirety of the Participant’s interest
under the Plan is distributed in a lump sum pursuant to the third sentence of
Section 6.2(b), a Participant’s Beneficiary who is entitled to a Pre-Termination
Survivor Benefit under Section 6.1 shall receive the Participant’s Cash Common
Stock Account Balance in two (2) installments, with one-half of the value of the
Cash Common Stock Account Balance (determined in accordance with Section
3.4(a)(ii) as of the date of the Participant’s death) paid within 90 days of the
date of the Participant’s death and the remainder of the value of the Cash
Common Stock Account Balance paid on or after January 1 of the year following
the year of the Participant’s death.

     

    
      	
              6.3  

            	
              Failure to
      Elect.  If a Participant does not make any election with
      respect to the form of payment of his or her Moody’s Rate Option Account
      Balance as a Pre-Termination Survivor Benefit, then such benefit shall be
      paid in a lump sum no later than 90 days after the date of the
      Participant’s death.

            


    

     

     

    
      
         

      

      
        - 12
-

        
          

        

      

      
         

      

    

    ARTICLE
VII

     

    Beneficiary
Designation

     

    
      	
              7.1  

            	
              Beneficiary.  Each
      Participant shall have the right, at any time, to designate his or her
      Beneficiary(ies) (both primary as well as contingent) to receive any
      benefits payable under the Plan to a beneficiary upon the death of a
      Participant. The Beneficiary designated under this Plan may be the same as
      or different from the Beneficiary designation under any other plan of the
      Company in which the Participant
participates.

            


    

     

    
      	
              7.2  

            	
              Beneficiary
      Designation: Change.  A Participant shall designate his
      or her Beneficiary by completing and signing the Beneficiary Designation
      Form, and returning it to the Committee or its designated
      agent.  A Participant shall have the right to change a
      Beneficiary by completing, signing and otherwise complying with the terms
      of the Beneficiary Designation Form and the Committee’s rules and
      procedures, as in effect from time to time.  Upon the acceptance
      by the Committee of a new Beneficiary Designation Form, all Beneficiary
      designations previously filed shall be canceled.  The Committee
      shall be entitled to rely on the last Beneficiary Designation Form filed
      by the Participant and accepted by the Committee prior to his or her
      death.

            


    

     

    
      	
              7.3  

            	
              Acknowledgment.  No
      designation or change in designation of a Beneficiary shall be effective
      until received, accepted and acknowledged in writing by the Committee or
      its designated agent.

            


    

     

    
      	
              7.4  

            	
              No Beneficiary
      Designation.  If a Participant fails to designate a
      Beneficiary as provided in Sections 7.1, 7.2 and 7.3 above, or if all
      designated Beneficiaries predecease the Participant or die prior to
      complete distribution of the Participant’s benefits, then the
      Participant’s designated Beneficiary shall be deemed to be his or her
      surviving spouse.  If the Participant has no surviving spouse,
      the benefits remaining under the Plan to be paid to a Beneficiary shall be
      payable to the executor or personal representative of the Participant’s
      estate.

            


    

     

    
      	
              7.5  

            	
              Doubt as to
      Beneficiary.  If the Committee has any doubt as to the
      proper Beneficiary to receive payments pursuant to this Plan, the
      Committee shall have the right, exercisable in its discretion, to cause
      the Company to withhold such payments until this matter is resolved to the
      Committee’s satisfaction.

            


    

     

    
      	
              7.6  

            	
              Discharge of
      Obligations.  The payment of benefits under the Plan to a
      Beneficiary shall fully and completely discharge the Company and the
      Committee from all further obligations under this Plan with respect to the
      Participant, and that Participant’s Plan Agreement shall terminate upon
      such full payment of benefits.

            


    

     

     

    ARTICLE
VIII

     

    Termination, Amendment or
Modification

     

    
      	
              8.1  

            	
              Termination.  Although
      the Company anticipates that it will continue the Plan for an indefinite
      period of time, there is no guarantee that the Company will continue the
      Plan or will not terminate the Plan at any time in the future. The
      Company, by action of the Board, may, at any time and from time to time,
      terminate the Plan as a whole or with respect to any Participant or group
      of Participants. The termination of the Plan shall not adversely affect
      any Participant or Beneficiary who has become entitled to the payment of
      any benefits under the Plan as of the date of termination; provided,
      however, that, upon the full termination of the Plan, payments hereunder
      shall be accelerated only to the extent permitted by Treas. Reg.
      §1.409A-3(j)(4)(ix).

            


    

     

    
      
         

      

      
        - 13
-

        
          

        

      

      
         

      

    

    
      	
              8.2  

            	
              Amendment.  The
      Company may, at any time, amend or modify the Plan in whole or in part by
      action of the Board; provided, however, that no change shall be made to
      the Plan that would be inconsistent with the applicable provisions of Code
      section 409A and, except for any amendment or modification the Company
      determines in its sole discretion is necessary to comply with law or
      regulation, no amendment or modification shall be effective to (i)
      decrease or restrict the value of a Participant’s Account Balance in
      existence at the time the amendment or modification is made, calculated as
      if the Participant had experienced a Separation from Service as of the
      effective date of the amendment or modification, or, if the Participant
      had Separated from Service as of the effective date of the amendment or
      modification or (ii) affect any Participant or Beneficiary who has become
      entitled to the payment of benefits under the Plan as of the date of the
      amendment or modification.

            


    

     

    
      	
              8.3  

            	
              Plan
      Agreement.  Despite the provisions of Sections 8.1 and
      8.2 above, if a Participant’s Plan Agreement contains benefits or
      limitations that are not in this Plan document, the Company may only amend
      or terminate such provisions with the consent of the
      Participant.

            


    

     

    
      	
              8.4  

            	
              Effect of
      Payment.  The full payment of the applicable benefit
      under Articles 5 or 6 of the Plan shall completely discharge all
      obligations to a Participant and his or her designated Beneficiaries under
      this Plan and the Participant’s Plan Agreement shall
      terminate.

            


    

     

     

    ARTICLE
IX

     

    Administration

     

    
      	
              9.1  

            	
              Committee
      Duties.  This Plan shall be administered by a Committee
      which shall consist of the Board, or such committee as the Board shall
      appoint. Members of the Committee may be Participants under this
      Plan.  The Committee shall also have the discretion and
      authority to (i) make, amend, interpret, and enforce all appropriate rules
      and regulations for the administration of this Plan (ii) decide or resolve
      any and all questions as may arise in connection with the Plan, including
      without limitation any interpretations of this Plan and any entitlement to
      benefits under the Plan, and (iii) delegate the performance of ministerial
      tasks relating to Plan administration to such persons as the Committee may
      designate.  Any individual serving on the Committee who is a
      Participant will not vote or act on any matter relating solely to himself
      or herself.  When making a determination or calculation, the
      Committee shall be entitled to rely on information furnished by a
      Participant or the Company.

            


    

     

    
      	
              9.2  

            	
              Agents.  In
      the administration of this Plan, the Committee may, from time to time,
      employ agents and delegate to them such duties as it sees fit (including
      acting through a duly appointed representative) and may from time to time
      consult with counsel who may be counsel to the
  Company.

            


    

     

    
      
         

      

      
        - 14
-

        
          

        

      

      
         

      

    

    
      	
              9.3  

            	
              Binding Effect of
      Decisions.  The decision or action of the Committee with
      respect to any question arising out of or in connection with the
      administration, interpretation and application of the Plan and the rules
      and regulations promulgated hereunder shall be final and conclusive and
      binding upon all persons having any interest in the Plan, in the absence
      of clear and convincing evidence that the Committee acted arbitrarily and
      capriciously.

            


    

     

    
      	
              9.4  

            	
              Indemnity of
      Committee.  The Company shall indemnify and hold harmless
      the members of the Committee, and any individual or individuals to whom
      duties of the Committee may be delegated, against any and all claims,
      losses, damages, expenses or liabilities arising from any action or
      failure to act with respect to this Plan, except in the case of willful
      misconduct by the Committee, any of its members or any such individual or
      individuals.

            


    

     

    
      	
              9.5  

            	
              Company
      Information.  To enable the Committee to perform its
      functions, the Company shall supply full and timely information to the
      Committee on all matters relating to the compensation of its Participants,
      the date and circumstances of the Separation from Service or death of its
      Participants, and such other pertinent information as the Committee may
      reasonably require.

            


    

     

     

    ARTICLE
X

     

    Other Benefits and
Agreements

     

    
      	
              10.1  

            	
              Coordination with
      Other Benefits.  The benefits provided for a Participant
      and Participant’s Beneficiary under the Plan are in addition to any other
      benefits available to such Participant under any other plan or program
      sponsored or maintained by the Company.  The Plan shall
      supplement and shall not supersede, modify or amend any other such plan or
      program except as may otherwise be expressly
  provided.

            


    

     

     

    ARTICLE
XI

     

    Claims
Procedures

     

    
      	
              11.1  

            	
              Presentation of
      Claim.  Any Participant or Beneficiary of a deceased
      Participant (such Participant or Beneficiary being referred to below as a
      “Claimant”) may deliver to the Committee a written claim for a
      determination with respect to the amounts distributable to such Claimant
      from the Plan.  If such a claim relates to the contents of a
      notice received by the Claimant, the claim must be made within 60 days
      after such notice was received by the Claimant.  All other
      claims must be made within 180 days of the date on which the event that
      caused the claim to arise occurred.  The claim must state with
      particularity the determination desired by the
  Claimant.

            


    

     

    
      	
              11.2  

            	
              Notification of
      Decision.  The Committee shall consider a Claimant’s
      claim within a reasonable time, and shall notify the Claimant in
      writing:

            


    

     

    (a) that the
Claimant’s requested determination has been made, and that the claim has been
allowed in full; or

     

    (b) that the
Committee has reached a conclusion contrary, in whole or in part, to the
Claimant’s requested determination, and such notice must set forth in a manner
calculated to be understood by the Claimant:

     

    
      
         

      

      
        - 15
-

        
          

        

      

      
         

      

    

    
      	
              (i)  

            	
              the
      specific reason(s) for the denial of the claim, or any part of
      it;

            


    

     

    
      	
              (ii)  

            	
              specific
      reference(s) to pertinent provisions of the Plan upon which such denial
      was based;

            


    

     

    
      	
              (iii)  

            	
              a
      description of any additional material or information necessary for the
      Claimant to perfect the claim, and an explanation of why such material or
      information is necessary; and

            


    

     

    
      	
              (iv)  

            	
              an
      explanation of the claim review procedure set forth in Section 11.3
      below.

            


    

     

    
      	
              11.3  

            	
              Review of a Denied
      Claim.  Within 60 days after receiving a notice from the
      Committee that a claim has been denied, in whole or in part, a Claimant
      (or the Claimant’s duly authorized representative) may file with the
      Committee a written request for a review of the denial of the
      claim.  Thereafter, but not later than 30 days after the review
      procedure began, the Claimant (or the Claimant’s duly authorized
      representative):

            


    

     

    (a) may
review pertinent documents;

     

    (b) may
submit written comments or other documents; and/or

     

    (c) may
request a hearing, which the Committee, in its sole discretion, may
grant.

     

    
      	
              11.4  

            	
              Decision on
      Review.  The Committee shall render its decision on
      review promptly, and not later than 60 days after the filing of a written
      request for review of the denial, unless a hearing is held or other
      special circumstances require additional time, in which case the
      Committee’s decision must be rendered within 120 days after such date.
      Such decision must be written in a manner calculated to be understood by
      the Claimant, and it must contain:

            


    

     

    (a) specific
reasons for the decision;

     

    (b) specific
reference(s) to the pertinent Plan provisions upon which the decision was based;
and

     

    (c) such
other matters as the Committee deems relevant.

     

    
      	
              11.5  

            	
              Legal
      Action.  A Claimant’s compliance with the foregoing
      provisions of this Article 11 is a mandatory prerequisite to a Claimant’s
      right to commence any legal action with respect to any claim for benefits
      under this Plan.

            


    

     

     

    
      
         

      

      
        - 16
-

        
          

        

      

      
         

      

    

    ARTICLE
XII

     

    Funding

     

    
      	
              12.1  

            	
              No
      Funding.  Nothing in the Plan will be construed to create
      a trust or to obligate the Company or any other person to segregate a
      fund, purchase an insurance contract, or in any other way currently to
      fund the future payment of any benefits hereunder, nor will anything
      herein be construed to give any Participant or any other person rights to
      any specific assets of the Company or of any other person.  The
      Plan constitutes a mere promise by the Company to make benefit payments in
      the future, and is intended to be unfunded for tax
      purposes.  Any benefits which become payable hereunder shall be
      paid from the general assets of the Company, and the rights of any
      Participant or of his or her estate or Beneficiary shall be those of an
      unsecured general creditor.

            


    

     

    
      	
              12.2  

            	
              Grantor
      Trust.  The Company, in its sole discretion, may
      establish, in a manner not inconsistent with the requirements of Code
      section 409A(b), a trust (a “grantor trust”) of which it is treated as the
      owner under Subpart E of Subchapter J, Chapter 1 of the Code to provide
      for the payment of benefits hereunder, subject to the claims of the
      Company’s general creditors in the event of insolvency, and subject to
      such other terms and conditions as the Company may deem necessary or
      advisable to ensure that benefits are not includable, by reason of the
      trust, in the income of trust beneficiaries prior to their actual
      distribution.

            


    

     

     

    ARTICLE
XIII

     

    Miscellaneous

     

    
      	
              13.1  

            	
              Limitation on Benefit
      Payment.  To the extent applicable and except as
      otherwise provided, this limitation shall be applied to all distributions
      that are “subject to the Deduction Limitation” under this
      Plan.  If the Company determines in good faith prior to a Change
      in Control that there is a reasonable likelihood that any compensation
      paid to a Participant for a taxable year of the Company would not be
      deductible by the Company solely by reason of the limitation under Code
      section 162(m), then to the extent deemed necessary by the Company to
      ensure that the entire amount of any distribution to the Participant
      pursuant to this Plan prior to the Change in Control is deductible, the
      Company may defer all or any portion of a distribution under this Plan;
      provided, that the payment is made either during the Participant’s first
      taxable year in which the Company reasonably anticipates, or should
      reasonably anticipate, that if the payment is made during such year, the
      deduction of such payment will not be barred by application of Code
      section 162(m) or during the period beginning with the date of the
      Participant’s Separation from Service and ending on the later of the last
      day of the taxable year of the Company which the Participant Separates
      from Service or the 15th
      day of the third month following the Participant’s Separation from
      Service, or if earlier upon a Change in Control, and provided further that
      where any scheduled payment to a Participant in the Company’s taxable year
      is delayed in accordance with this paragraph, the delay in payment will be
      treated as a subsequent deferral election under Code section 409A unless
      all scheduled payments to that Participant that could be delayed in
      accordance with this paragraph are also delayed.  Any amounts
      deferred pursuant to this limitation shall continue to be credited with
      interest in accordance with Section 3.5.  Notwithstanding
      anything to the contrary in this Plan, the Deduction Limitation shall not
      apply to any distributions made after a Change in
  Control.

            


    

     

     

    
      
         

      

      
        - 17
-

        
          

        

      

      
         

      

    

    
      	
              13.2  

            	
              Status of
      Plan.  The Plan is intended to be a plan that is not
      qualified within the meaning of Code section 401(a) and that is unfunded
      for tax purposes.  The Plan shall be administered and
      interpreted to the extent possible in a manner consistent with that
      intent.

            


    

     

    
      	
              13.3  

            	
              Unsecured General
      Creditor.  Participants and their Beneficiaries, heirs,
      successors and assigns shall have no legal or equitable rights, interests
      or claims in any property or assets of the Company.  For
      purposes of the payment of benefits under this Plan, any and all of the
      Company’s assets shall be, and remain, the general, unpledged unrestricted
      assets of the Company.  The Company’s obligation under the Plan
      shall be merely that of an unfunded and unsecured promise to pay money in
      the future.

            


    

     

    
      	
              13.4  

            	
              Company’s’s
      Liability.  The Company’s liability for the payment of
      benefits shall be defined only by the Plan and the Plan Agreement, as
      entered into between the Company and a Participant.  The Company
      shall have no obligation to a Participant under the Plan except as
      expressly provided in the Plan and his or her Plan
    Agreement.

            


    

     

    
      	
              13.5  

            	
              Nonassignability.  Neither
      a Participant nor any other person shall have any right to commute, sell,
      assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
      transfer, hypothecate, alienate or convey in advance of actual receipt,
      the amounts, if any, payable hereunder, or any part thereof, which are,
      and all rights to which are expressly declared to be, unassignable and
      non-transferable, except that the foregoing shall not apply to any court
      order specified in Section 13.16 below.  No part of the amounts
      payable shall, prior to actual payment, be subject to seizure, attachment,
      garnishment or sequestration for the payment of any debts, judgments,
      alimony or separate maintenance owed by a Participant or any other person,
      nor be transferable by operation of law in the event of a Participant’s or
      any other person’s bankruptcy or
insolvency.

            


    

     

    
      	
              13.6  

            	
              Not a Contract of
      Employment.  The terms and conditions of this Plan shall
      not be deemed to constitute a contract of employment between the Company
      and the Participant.  Nothing in this Plan shall be deemed to
      give a Participant the right to be retained in the service of the Company
      as a Director, or to interfere with the right of the Company to discipline
      or discharge the Participant at any
time.

            


    

     

    
      	
              13.7  

            	
              Furnishing
      Information.  A Participant or his or her Beneficiary
      will cooperate with the Committee by furnishing any and all information
      requested by the Committee and take such other actions as may be requested
      in order to facilitate the administration of the Plan and the payments of
      benefits hereunder.

            


    

     

    
      	
              13.8  

            	
              Terms.  Whenever
      any words are used herein in the masculine, they shall be construed as
      though they were in the feminine in all cases where they would so apply;
      and whenever any words are used herein in the singular or in the plural,
      they shall be construed as though they were used in the plural or the
      singular, as the case may be, in all cases where they would so
      apply.

            


    

     

    
      	
              13.9  

            	
              Captions.  The
      captions of the articles, sections and paragraphs of this Plan are for
      convenience only and shall not control or affect the meaning or
      construction of any of its
provisions.

            


    

     

    
      
         

      

      
        - 18
-

        
          

        

      

      
         

      

    

    
      	
              13.10  

            	
              Governing
      Law.  The provisions of this Plan shall be construed and
      interpreted according to the laws of the Commonwealth of Massachusetts
      without regard to its conflict of laws
  principles.

            


    

     

    
      	
              13.11  

            	
              Notice.  Any
      notice or filing required or permitted to be given to the Committee under
      this Plan shall be sufficient if in writing and hand-delivered, or sent by
      overnight, registered or certified mail, to the address
    below:

            


    

     

    Non-Employee Director Deferred
Compensation Plan Committee

    c/o General Counsel

    Boston Scientific
Corporation

    One Boston Scientific
Place

    Natick, MA 01760-1537

     

    Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration or
certification. Any notice or filing required or permitted to be given to a
Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the
Participant.

     

    
      	
              13.12  

            	
              Successors.  The
      provisions of this Plan shall bind and inure to the benefit of the Company
      and its successors and assigns and the Participant and the Participant’s
      designated Beneficiaries.

            


    

     

    
      	
              13.13  

            	
              Spouse’s
      Interest.  The interest in the benefits hereunder of a
      spouse of a Participant who has predeceased the Participant shall
      automatically pass to the Participant and shall not be transferable by
      such spouse in any manner, including but not limited to such spouse’s
      will, nor shall such interest pass under the laws of intestate
      succession.

            


    

     

    
      	
              13.14  

            	
              Validity.  In
      case any provision of this Plan shall be illegal or invalid for any
      reason, said illegality or invalidly shall not affect the remaining parts
      hereof, but this Plan shall be construed and enforced as if such illegal
      or invalid provision had never been inserted
  herein.

            


    

     

    
      	
              13.15  

            	
              Incompetent.  If
      the Committee determines in its discretion that a benefit under this Plan
      is to be paid to a minor, a person declared incompetent or a person
      incapable of handling the disposition of that person’s property, the
      Committee may direct payment of such benefit to the guardian, legal
      representative or person having the care and custody of such minor,
      incompetent or incapable person.  The Committee may require
      proof of minority, incompetency, incapacity or guardianship, as it may
      deem appropriate prior to distribution of the benefit.  Any
      payment of a benefit shall be a payment for the account of the Participant
      and the Participant’s Beneficiary, as the case may be, and shall be a
      complete discharge of any liability under the Plan for such payment
      amount.

            


    

     

    
      	
              13.16  

            	
              Court
      Order.  The Committee is authorized to make any payments
      directed by court order in any action in which the Plan or the Committee
      has been named as a party.  In addition, if a court determines
      that a spouse or former spouse of a Participant has an interest in the
      Plan as the result of a property settlement or otherwise, the Committee,
      in its sole discretion, shall have the right, notwithstanding any election
      made by a Participant, to distribute immediately the spouse’s or former
      spouse’s interest in the Plan to that spouse or former
    spouse.

            


    

     

    
      
         

      

      
        - 19
-

        
          

        

      

      
         

      

    

    
      	
              13.17  

            	
              Distribution in the
      Event of Taxation.

            


    

     

    (a) In
General.  If, for any reason, all or any portion of a
Participant’s benefit under this Plan becomes taxable to the Participant prior
to receipt, a Participant may petition the Committee for a distribution of that
portion of his or her benefit that has become taxable.  Upon the grant
of such a petition, which grant shall not be unreasonably withheld, the Company
shall distribute to the Participant immediately available funds in an amount
equal to the taxable portion of his or her benefit (which amount shall not
exceed a Participant’s unpaid Account Balance under the Plan).  If the
petition is granted, the tax liability distribution shall be made within 90 days
of the date when the Participant’s petition is granted.  Such a
distribution shall affect and reduce the benefits to be paid under this
Plan.

     

    (b) Code Section
409A.  Acceleration of the payment of benefits under the Plan
shall also be allowed at any time the Plan fails to meet the requirements of
Code section 409A and the regulations issued thereunder, to the extent such
acceleration is permitted under Treas. Reg. §1.409A-3(j)(4)(vii).  Any
payment made based upon the acceleration for the failure to meet the
requirements of Code section 409A and the regulations issued thereunder may not
exceed the amount required to be included in income as a result of the failure
to comply with the requirements of section 409A of the Code and the regulations
issued thereunder.

     

    
      	
              13.18  

            	
              Code Section
      409A.  The Plan shall be interpreted and construed in
      accordance with Code section 409A and the Treasury regulations and other
      interpretative guidance issued thereunder, including, to the extent
      required under Treas. Reg. §1.409A-3(i)(2), enforcement of the six (6)
      month delay on any distribution upon the Separation from Service of a
      “specified employee” within the meaning of Code section
      409A(a)(2)(B)(i).

            


    

     

    


     

    IN
WITNESS WHEREOF, the Company has signed this Plan document this ______ day of
__________________, 2008.

     

    Boston Scientific
Corporation

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        - 20
-