WWW.EXFILE.COM, INC. -- 888-775-4789 -- BOSTON SCIENTIFIC CORP. -- EXHIBIT 10.1 TO FORM 8-K


    EXHIBIT
      10.1

    


    


    


    BOSTON
      SCIENTIFIC CORPORATION

    401(k)
      RETIREMENT SAVINGS PLAN

    


    SIXTH
      AMENDMENT

    


    Pursuant
      to Section 10.1 of the Boston Scientific Corporation 401(k) Retirement Savings
      Plan, as amended and restated effective January 1, 2001, and as further amended
      from time to time (the “Plan”), Boston Scientific Corporation hereby amends the
      Plan as follows:

    


    Effective
      December 31, 2007, a new subsection (c) is hereby added to Section 5.2, which
      subsection reads in its entirety as follows:

     

    “(c)           Notwithstanding
      the foregoing, a Participant who is an Eligible Employee on December 31, 2007
      shall have a vested interest in 100% of his or her Discretionary Contribution
      Account, if any.”

    


    Effective
      January 1, 2007, subsection (a) of Section 6.6 is hereby deleted in its entirety
      and replaced with the following:

     

    “(a)           between
      the 30th and 180th day prior to the date distribution is to be made, the
      Committee notifies the Participant in writing that he or she may defer
      distribution until the Normal Retirement Age and provides the Participant with
      a
      written description of the consequences of failing to defer such receipt and
      of
      the material features and (if applicable) the relative values of the forms
      of
      distribution available under the Plan; and”

    


    Effective
      January 1, 2007, Section 7.7 is hereby amended by adding a new sentence at
      the
      end thereof, which sentence reads as follows:  “Notwithstanding the
      foregoing or anything in the Plan to the contrary, the Committee shall have
      sole
      and complete discretion, in the event of the disaffiliation with the Plan
      Sponsor of an Affiliated Employer, or the sale or divestiture by a Participating
      Employer of a division, business unit or business location of such Participating
      Employer, to permit in accordance with Regulation section 1.401(a)(31)-1,
      Q&A-16 the direct rollover of a note evidencing a Participant loan to a
      qualified trust described in Code section 401(a) or a qualified annuity plan
      described in Code section 403(a) that will accept such a direct rollover of
      a
      loan note; provided, however, that any such direct rollover of a note
      evidencing a Participant loan shall be subject to such rules, procedures and
      time limitations as the Committee may establish.”

     

    Effective
      January 1, 2007, clause (i) of subsection (c) of Section 8.2 is hereby deleted
      in its entirety and replaced with the following:

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “(i)           between
      the 30th and 180th day prior to the date distribution is to be made, the
      Committee notifies the Participant in writing that he or she may defer
      distribution until the Normal Retirement Age and provides the Participant with
      a
      written description of the consequences of failing to defer such receipt;
      and”

     

    
 

    *  *  *  *  *

    


     

     

     

    IN
      WITNESS WHEREOF, Boston Scientific Corporation has caused this amendment to
      be
      executed in its name and on its behalf effective as of the dates set forth
      herein by an officer or a duly authorized delegate.

     

     

     

    
 

    


    BOSTON
      SCIENTIFIC
      CORPORATION

    


    


    


    By:           ___________________________

    


    


    Title:         ___________________________

    


    


    Date:         ___________________________