WWW.EXFILE.COM, INC. -- 888-775-4789 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.2 TO FORM 8-K


    EXHIBIT
      10.2

    


     

     

    THIRD
      AGREEMENT AND

    AMENDMENT
      TO TRUST AGREEMENT

    


    


    THIS
      THIRD AGREEMENT AND AMENDMENT to the Trust Agreement for the BOSTON SCIENTIFIC
      CORPORATION 401(k) RETIREMENT SAVINGS PLAN (the “Plan”) entered into by and
      between BOSTON SCIENTIFIC CORPORATION (the “Employer”) and VANGUARD FIDUCIARY
      TRUST COMPANY (the “Trustee”), is effective as of the _____day of December,
      2007.

    


    WITNESSETH

    


    WHEREAS,
      the Employer has adopted and
      is maintaining the Plan for the exclusive benefit of the employees of the
      Employer and its affiliates;

    


    WHEREAS,
      the Employer and the Trustee
      entered into the agreement of trust effective as of July 1, 1997 (the “Trust
      Agreement”); and

    


    WHEREAS,
      as provided for under Article
      X of the Trust Agreement, the Employer and Trustee deem it necessary and
      desirable to amend the Trust Agreement as provided herein.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants contained herein, the
      parties hereto, intending to be legally bound, hereby agree and declare as
      follows:

    


    
      	
              1.   
                 

            	
              Article
                IV is replaced in its entirety with the
                following:

            


    

    


    “ARTICLE
      IV

    VOTING
      AND OTHER RIGHTS OF COMPANY STOCK

    


    Section
      4.1.  Each
      Participant or Beneficiary of a deceased Participant (referred to herein
      collectively as Participant) shall have the right to direct the Trustee as
      to
      the manner of voting and the exercise of all other rights which a shareholder
      of
      record has with respect to shares (and fractional shares) of Company Stock
      which
      have been allocated to the Participant’s separate account including, but not
      limited to, the right to sell or retain shares in a public or private tender
      offer.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      4.2.  All shares (and
      fractional shares) of Company Stock for which the Trustee has not received
      timely Participant directions shall be voted or exercised by the Trustee in
      the
      same proportion as the shares (and fractional shares) of Company Stock for
      which
      the Trustee received timely Participant directions, except in the case where
      to
      do so would be inconsistent with the provisions of Title I of
      ERISA.  All reasonable efforts shall be made to inform each
      Participant that shares of Company Stock for which the Trustee does not receive
      Participant direction shall be voted pro rata in proportion to the shares for
      which the Trustee has received Participant direction.

    


    Section
      4.3.  Notwithstanding
      anything to the contrary, in the event of a tender offer for Company Stock,
      the
      Trustee shall interpret a Participant’s silence as a direction not to tender the
      shares of Company Stock allocated to the Participant’s separate account and,
      therefore, the Trustee shall not tender any shares (or fractional shares) of
      Company Stock for which it does not receive timely directions to tender such
      shares (or fractional shares) from Participants, except in the case where to
      do
      so would be inconsistent with the provisions of Title I of
      ERISA.  Furthermore, tender offer materials provided to Participants
      shall specifically inform Participants that the Trustee shall interpret a
      Participant’s silence as a direction not to tender the Participant’s shares of
      Company Stock.

    


    Section
      4.4.  Each
      Participant exercising his authority under this Article shall be considered
      a
      named fiduciary of the Plan within the meaning of ERISA section 402(a)(2) with
      respect to the voting directions or response to an offer provided by the
      Participant (including in the case where a Participant’s silence is treated by
      the Trustee as a direction not to tender as provided under Section 4.3
      hereof).

    


    Section
      4.5.  Information
      relating to the purchase, holding and sale of securities and the exercise of
      voting, tender and other similar rights with respect to Company Stock by
      Participants and beneficiaries shall be maintained in accordance with procedures
      that are designed to safeguard the confidentiality of such information, except
      to the extent necessary to comply with Federal laws or State laws not preempted
      by ERISA.  The Trustee shall be the fiduciary who is responsible for
      ensuring that such procedures are sufficient to safeguard the confidentiality
      of
      the information described above, and that such procedures are
      followed.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      4.6.  Notwithstanding
      any provision contained in the Plan to the contrary, this Article IV shall
      govern the procedures to be followed in connection with the voting of Company
      Stock held by the Plan and the disposition of Company Stock pursuant to any
      tender or exchange offer therefor.  In the event of any conflict or
      inconsistency between the provisions of this Article IV and any other provisions
      of this Agreement, the provisions of this Article IV shall
      control.”

    


    
      	
              2.  
                 

            	
              Unless
                specifically defined herein, all terms with an initial capitalized
                letter
                shall have the meaning assigned to them in the Trust
                Agreement.

            


    

    


    IN
      WITNESS WHEREOF, the parties
      hereto have caused this Amendment to be executed on their behalf by their duly
      authorized officers as of the date first written above.

     

     

     

    
      	ATTEST:	 	 	BOSTON
              SCIENTIFIC
              CORPORATION	 
	 	 	 	 	 
	 	 	 	 	 
	
            	 	 	
              By:

            	 
	 	 	 	 	 
	 	 	 	 	 
	
            	 	 	
               

            	 
	
               

            	 	 	
              Title:

            	 


    

     

     

     

    
       

      
        	ATTEST:	 	 	VANGUARD
                FIDUCIARY TRUST
                COMPANY	 
	 	 	 	 	 
	 	 	 	 	 
	
              	 	 	
                By:

              	 
	 	 	 	 	 
	 	 	 	 	 
	
              	 	 	
                 

              	 
	
                 

              	 	 	
                Title:       
                  Principal