EXHIBIT 10.6
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                          BOSTON SCIENTIFIC CORPORATION

                             NON-EMPLOYEE DIRECTOR

                        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"), a non-employee director of the Company. All
capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Company's 2000 Long-Term Incentive Plan (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
upon the expiration of Participant's current term of office as a director of the
Company. If, however, Participant elected to defer receipt of the Restricted
Stock pursuant to the Company's Non-Employee Director Deferred Compensation
Program, the Restricted Stock shall become free of the forfeiture restrictions
upon commencement of distribution of the deferred amounts in accordance with the
Participant's elections under the Deferred Compensation Plan.

         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
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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 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. Participant may elect to defer an award of
Restricted Stock under the Company's Non-Employee Director Deferred Compensation
Plan provided that Participant provides written notice to the Company of his or
her election to defer all or a portion of the shares of Restricted Stock prior
to the end of the preceding year in which the award of Restricted Stock is
granted or, if later, within 30 days after the day on which he or she becomes a
director of the Company.

         5. Death. Upon the death of the Participant while serving as a director
with the Company, 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 -- Forfeiture of Award. If service as a director
of the Company ceases or Participant separates from the Company 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.
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         In addition, certificates representing shares of Restricted Stock shall
also bear an Affiliate Legend.

         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,
and (iii) all 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. 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 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 Service. The grant of the award of
Restricted Stock hereunder shall not confer upon the Participant any right to
continued service as a director of the Company and this Agreement shall not be
construed in any way to limit the rights of the Company or its shareholders
pursuant to the organizational documents of the Company and applicable law.
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         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 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


                                            [Authorized Officer]





                                            PARTICIPANT


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                                            Name