EXHIBIT 10.8
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Boston
Scientific                                   PERFORMANCE INCENTIVE PLAN ("PLAN")
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I.     PURPOSE OF THE PLAN

       The purpose of the Plan is to align Boston Scientific and employee
       interests by providing incentives for the achievement of key business
       milestones and individual performance objectives that are critical to the
       success of Boston Scientific. To this end, individual performance
       objectives are established during the annual goal setting process. All
       incentive eligible employees are required to develop a set of written,
       measurable, annual goals that are agreed to and approved by their direct
       manager as part of the Performance Achievement and Development Review
       (PADR) process. Goal setting must be completed no later than the end of
       the first quarter of each calendar year.

II.    ELIGIBLE PARTICIPANTS

       The Plan year runs from January 1 - December 31. The Plan covers all
       United States employees determined by Boston Scientific to be regular
       salaried exempt (excluding all term employees) employees who are
       ineligible for commissions under any sales compensation plan. The Plan
       also covers those Boston Scientific International and
       expatriate/inpatriate employees selected by Boston Scientific for
       participation. The Plan does not include any other employees, including
       those in positions covered by sales compensation plans. The plan also
       does not include any employees who are eligible for any other Boston
       Scientific incentive plan or program unless the terms of that plan or
       program expressly permit participation in both that plan or program and
       this Plan. Employees who meet the above eligibility criteria and who have
       at least two full months of eligible service during the Plan year may
       participate in the Plan on a prorated basis, proration to be based on the
       percentage of time the employee was eligible to participate under all
       applicable criteria and in the following circumstances: if (1) they have
       less than one year of eligibility during the Plan year; (2) their
       incentive target percent has changed during the Plan year; or (3) they
       have changed their business unit during the Plan year. Employees who have
       less than two full months of eligible service during the Plan year are
       not eligible to participate in the Plan. Boston Scientific may review
       Plan participation eligibility criteria from time to time and may revise
       such criteria at any time, even within a Plan year, with or without
       notice and within its sole discretion.

       EMPLOYEES AND MANAGERS OF THOSE EMPLOYEES who do not complete the annual
       PADR goal setting process by the end of the first quarter of a given
       calendar incentive year will be ineligible to participate in the Plan for
       that year.

III.   BOSTON SCIENTIFIC PERFORMANCE MEASURES AND INCENTIVE POOL FUNDING

       For each quarter of the calendar year, the Boston Scientific Executive
       Committee will identify critical performance measures and the weighting
       of total Boston Scientific and Group/Division/Region performance (Exhibit
       I), as well as the incentive pool funding that will be established for
       each level of Boston Scientific and Group/Division/Region performance.
       Each quarter's performance will be measured against quarterly targets and
       will be evaluated and funded separately. The total annual funding will be
       the sum of each quarter's funding.

       The performance of the operating plants and distribution centers
       ("Operations") will be measured quarterly on a year to date basis against
       annual goals; that is, new goals will not be established by quarter. A
       scorecard has been developed to track leading performance metrics for
       each plant and distribution center. The total funding will be based on
       cumulative BSC sales and net income funding for each quarter, (using a
       year to date average for each of the first three quarters and the actual
       amounts for the fourth quarter), plus the latest year to date
       plant/distribution center metrics and funding. The individual objective
       weight will be adjusted year to date based on the above results. Since
       goals are set on an annual basis, over or under operations metrics
       achievement in a given quarter can be offset by subsequent quarters
       reflected in the latest year to date cumulative results.
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Boston
Scientific                                   PERFORMANCE INCENTIVE PLAN ("PLAN")
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       Except as noted herein, any payments due to plan participants will be
       made in the first quarter of the year following the plan year. Incentive
       payments may be made in more than one installment. The unweighted funding
       levels for Boston Scientific and Group/Division/Region and Operations
       performance will be based on the Performance Funding outlined in Exhibit
       II.

       The Boston Scientific Executive Committee has sole authority over
       administration and interpretation of the Plan and retains its right to
       exercise discretion as it sees fit. The Boston Scientific Executive
       Committee will recommend the level of Plan funding to the Board of
       Directors for its approval. Subject to the Board's approval, the
       incentive payment for any participant will be based upon the overall
       funding available and the employee's individual performance relative to
       other Plan eligible employees in the applicable business unit, as
       determined by Boston Scientific.

IV.    INCENTIVE TARGETS

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

       For some participants, there will be one incentive pool (see Exhibit I)
       which is funded by a weighted combination of Boston Scientific's overall
       performance and the applicable Group/Division/Region/Operations
       performance. For other participants there will be two incentive pools: 1)
       funded by a weighted combination of Boston Scientific's overall
       performance and the applicable Group/Division/Region/Operations
       performance and 2) a pool funded at a minimum of 50% (20% for Operations)
       of target incentive for eligible participants regardless of total BSC's
       and Group/Division/Region/Operations performance.

       All incentive eligible employees must have established annual goals
       agreed to by their direct manager and which link to their appropriate
       level of accountability. An individual participant's incentive payment
       will be determined based on an assessment of the overall individual
       performance contribution in the context of the applicable incentive
       pool(s).

       IT IS BOSTON SCIENTIFIC'S AIM TO PROVIDE SIGNIFICANT INCENTIVE AND REWARD
       OPPORTUNITIES TO EMPLOYEES FOR WORLD-CLASS PERFORMANCE ACHIEVEMENT. SINCE
       OUR BUSINESS GOALS (E.G. SALES, PROFIT, ETC.) ARE NORMALLY SET AT A LEVEL
       ABOVE OUR BUSINESS COMPETITORS (AGGRESSIVE BUT REALISTIC), WE HAVE SET
       OUR INCENTIVE TARGETS AGGRESSIVELY AS WELL. THE INCENTIVE POOL FOR
       CORPORATE/BUSINESS UNIT PERFORMANCE MAY BE FUNDED AS HIGH AS 120% OF
       TARGET. ABOVE MARKET REWARDS CAN BE EARNED FOR ABOVE MARKET PERFORMANCE.

       BOSTON SCIENTIFIC PERFORMANCE THAT MEETS OR THAT IS BELOW ITS BUSINESS
       TARGETS (ASSUMING PERSONAL GOALS AND OBJECTIVES ARE MET OR EXCEEDED) MAY
       STILL PROVIDE REWARDS (SALARY PLUS INCENTIVE) THAT ARE GREATER THAN OR
       EQUAL TO OUR COMPETITORS'. SEE EXHIBIT IV FOR AN INCENTIVE CALCULATION
       EXAMPLE. EXCEPT AS NOTED, NOTHING IN THIS PLAN GUARANTEES ANY INCENTIVE
       PAYMENT WILL BE MADE TO ANY INDIVIDUAL. RECEIPT OF AN INCENTIVE PAYMENT
       IN ONE YEAR DOES NOT GUARANTEE ELIGIBILITY IN ANY FUTURE YEAR.

V.     INDIVIDUAL INCENTIVE PAYMENTS

       THE INCENTIVE PAYMENT FOR ANY ELIGIBLE EMPLOYEE MAY VARY FROM THE
       APPROVED AND APPLICABLE INCENTIVE POOL FUNDING BASED ON THAT INDIVIDUAL'S
       PERFORMANCE AND ACHIEVEMENT OF OBJECTIVES RELATIVE TO OTHER ELIGIBLE
       EMPLOYEES IN THE APPLICABLE BUSINESS UNIT. HOWEVER, THE TOTAL OF
       INCENTIVE PAYMENTS TO ALL ELIGIBLE INDIVIDUALS MAY NOT EXCEED THE
       APPLICABLE FUNDING POOL(S).
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Boston
Scientific                                   PERFORMANCE INCENTIVE PLAN ("PLAN")
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VI.    PAYMENT CRITERIA

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

       Except as noted above, all incentive payments will be based on a
       participant's November 1 salary level. Except as noted above, incentive
       payments will be made in the first quarter of the year following the Plan
       year.

VII.   TERMINATION, SUSPENSION OR MODIFICATION AND INTERPRETATION OF THE PLAN

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

VIII.  OTHER

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