EXHIBIT 10.3
                                                                    ------------

                          BOSTON SCIENTIFIC CORPORATION

                        RESTRICTED STOCK AWARD AGREEMENT


         This Agreement, dated as of the [ ] day of [     ], 200[ ] (the "Grant
Date"), is between Boston Scientific Corporation, a Delaware corporation (the
"Company"), and the person whose name appears on the Signature Page of this
Agreement (the "Participant"), an officer or other key employee of the Company
or any of its affiliates or subsidiaries. All capitalized terms not otherwise
defined herein shall have the meaning ascribed thereto in the Company's
Long-Term Incentive Plan set forth on the Signature Page of this Agreement (the
"Plan").

         THIS AGREEMENT MUST BE SIGNED BY THE PARTICIPANT AND RETURNED TO THE
STOCK AWARD ADMINISTRATION DEPARTMENT OF THE COMPANY AT LEAST SIX (6) MONTHS
PRIOR TO THE FIRST LAPSE OF ANY FORFEITURE RESTRICTIONS CONTAINED HEREIN IN
ORDER TO BE EFFECTIVE.

         1. Grant and Acceptance of Award. The Company hereby awards to the
Participant that number of shares set forth on the Signature Page of this
Agreement (the "Restricted Stock") of the Company's common stock, par value $.01
per share (the "Common Stock"), subject to the restrictions set forth below.
This award is granted pursuant to and is subject to the terms and conditions of
this Agreement and the provisions of the Plan. The Participant hereby accepts
the award of the Restricted Stock.

         2. Restrictions on Shares. Shares of Restricted Stock awarded hereunder
shall be subject to the forfeiture restrictions described in Section 7 hereof
and the limits on transferability described in Section 14 below.

         3. Lapse of Restrictions. Except as otherwise provided in Section 5
hereof (relating to death of the Participant), Section 6 hereof (relating to
Retirement or Disability of the Participant) and Section 8 hereof (relating to
Change in Control of the Company), shares of Restricted Stock awarded hereunder
shall become free of the forfeiture restrictions described in Section 7 hereof
in installments as equal as possible without fractional shares on each of the
following three anniversaries of the date first set forth above.

         4. Participant's Rights in Restricted Stock. The shares of Restricted
Stock awarded hereunder shall be evidenced in the manner as the Company may
determine. Any shares issued shall be registered in the name of the Participant
and certificates representing those shares may be held by the Company and not be
delivered to the Participant until the lapse of all forfeiture restrictions with
respect to the shares. The Participant agrees to deliver a stock power, endorsed
in blank, relating to the shares of Restricted Stock awarded hereunder, if so
requested by the Company. During the period
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that shares of Restricted Stock are subject to forfeiture, subject, however, to
Section 14 of this Agreement (relating to limits on transferability), the
Participant will have all the rights of a stockholder of the Company with
respect to the shares, including the right to receive dividends and the right to
vote the shares.

         5. Death. Upon the death of the Participant while employed or engaged
as a director with the Company and its affiliates or subsidiaries, any shares of
Restricted Stock awarded hereunder that remain subject to forfeiture shall be
free of restrictions.

         6. Retirement or Disability. In the event of the Participant's
Retirement or Disability, any shares of Restricted Stock awarded hereunder that
remain subject to forfeiture shall be free of restrictions.

         7. Other Termination of Employment -- Forfeiture of Award. If the
employment of the Participant with the Company and its affiliates or
subsidiaries is terminated or Participant separates from the Company and its
affiliates or subsidiaries for any reason other than death, Retirement or
Disability, any shares of Restricted Stock awarded hereunder that remain subject
to forfeiture shall be immediately and automatically forfeited to the Company.

         8. Change in Control of the Company. In the event of a Change in
Control of the Company, any shares of Restricted Stock awarded hereunder that
remain subject to forfeiture shall be free of restrictions.

         9. Consideration for Restricted Stock. The shares of Restricted Stock
are being issued for no cash consideration.

         10. Legend on Certificate. The certificates representing the shares of
Restricted Stock awarded hereunder, if delivered to the Participant prior to the
lapse of the forfeiture restrictions, shall bear a legend substantially in the
following form:

         The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including
         forfeiture) of a Boston Scientific Corporation Long-Term Incentive Plan
         and a Restricted Stock Award Agreement entered into between the
         registered owner and Boston Scientific Corporation. Copies of the Plan
         and Agreement are on file in the offices of Boston Scientific
         Corporation at One Boston Scientific Place, Natick, MA 01760-1537.

         11. Delivery of Stock. The Company shall not be obligated to deliver
any shares of Restricted Stock awarded hereunder until (i) all federal and state
laws and regulations as the Company may deem applicable have been complied with;
(ii) the shares have been listed or authorized for listing upon official notice
to the New York Stock Exchange, Inc. or have otherwise been accorded trading
privileges; and (iii) all
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other legal matters in connection with the issuance and delivery of such shares
have been approved by the Company's legal department.

         12. Tax Withholding. The Participant shall be responsible for the
payment of any federal, state or local taxes of any kind required by law to be
paid with respect to the shares of Restricted Stock awarded hereunder,
including, without limitation, the payment of any applicable withholding, FICA
and similar taxes or obligations. Except as otherwise provided in this Section,
upon the lapse of any forfeiture restriction with respect to the Restricted
Stock awarded hereunder, the Company shall hold back from the unrestricted
shares for which certificates are to be delivered to the Participant, and shall
cause to be transferred to the Company, whole shares of Common Stock having a
Fair Market Value on the day of lapse as nearly as possible equal to (rounded to
the next whole share) the Company's withholding, FICA and similar tax
obligations with respect to the Restricted Stock. To the extent of the Fair
Market Value of the withheld shares, Participant shall be deemed to have
satisfied Participant's responsibility under this Section 12 to pay these
obligations. The Participant shall satisfy Participant's responsibility to pay
any other withholding or similar tax obligations with respect to the Restricted
Shares, and (subject to such rules as the Committee may prescribe) may satisfy
Participant's responsibility to pay the tax obligations described in the
immediately preceding sentence, by so indicating to the Company in writing at
least thirty (30) days prior to the lapse of the applicable forfeiture
restriction and paying the amount of these tax obligations in cash to the
Company within ten (10) business days following the lapse or by making other
arrangements satisfactory to the Committee for the payment of these tax
obligations. In no event shall whole shares be withheld by or delivered to the
Company in satisfaction of tax withholding requirements in excess of the maximum
statutory tax withholding required by law. The Participant agrees to indemnify
the Company against any and all liabilities, damages, costs and expenses that
the Company may hereafter incur, suffer or be required to pay with respect to
the payment or withholding of any taxes. The obligations of the Company under
this Agreement and the Plan shall be conditional upon such payment or
arrangements, and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Participant. Without limiting the foregoing, if the Participant elects pursuant
to Internal Revenue Code Section 83(b) to recognize taxable income in connection
with the grant of this Award, Participant must notify the Company of such
election in writing within thirty (30) days of the date hereof and must pay in
cash to the Company the amount of withholding and other tax obligations
associated with the election or make other arrangements satisfactory to the
Company for the payment thereof.

         13. Investment Intent. The Participant acknowledges that the
acquisition of the Restricted Stock is for investment purposes without a view to
distribution thereof.

         14. Limits on Transferability. Until the restrictions imposed upon the
Restricted Stock by this Agreement lapse in accordance with the terms of this
Agreement
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or by action of the Committee, the shares of Restricted Stock awarded and
accepted hereby are not transferable and shall not be sold, transferred,
assigned, pledged, gifted, hypothecated or otherwise disposed of or encumbered
by the Participant. Transfers of shares of Common Stock by the Participant are
subject to the Company's Stock Trading Policy.

         15. Award Subject to the Plan. The award made pursuant to this
Agreement is made subject to the Plan. The terms and provisions of the Plan as
it may be amended from time to time are hereby incorporated herein by reference.
In the event of a conflict between any term or provision contained in this
Agreement and a term or provision of the Plan, the applicable terms and
conditions of the Plan will govern and prevail. However, no amendment of the
Plan after the date hereof may adversely alter or impair the award of the
Restricted Stock pursuant to this Agreement.

         16. No Rights to Continued Employment. The grant of the award of
Restricted Stock hereunder shall not confer upon the Participant any right to
continued employment or other association with the Company or any of its
affiliates or subsidiaries; and this Agreement shall not be construed in any way
to limit the right of the Company or any of its subsidiaries or affiliates to
terminate the employment or other association of the Participant with the
Company or to change the terms of such employment or association at any time.

         17. Legal Notices. Any legal notice necessary under this Agreement
shall be addressed to the Company in care of its General Counsel at the
principle executive offices of the Company and to the Participant at the address
appearing in the personnel records of the Company for such Participant or to
either party at such other address as either party may designate in writing to
the other. Any such notice shall be deemed effective upon receipt thereof by the
addressee.

         18. Governing Law. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of The Commonwealth of
Massachusetts (without regard to the conflict of laws principles thereof) and
applicable federal laws.

         19. Headings. The headings contained in this Agreement are for
convenience only and shall not affect the meaning or interpretation of this
Agreement.

         20. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to the one and the same instrument.
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                                 SIGNATURE PAGE

         IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Participant have executed and delivered this Agreement as a sealed
instrument as of the date and year first above written.



PLAN: [  ] LONG-TERM INCENTIVE PLAN
Number of Shares:  [  ]



                                            BOSTON SCIENTIFIC CORPORATION


                                            By:_________________________________
                                            Name:
                                            Title:




                                            PARTICIPANT


                                            ____________________________________
                                            [Name]