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                                                                   EXHIBIT 10.17

                          BOSTON SCIENTIFIC CORPORATION
                          2003 LONG-TERM INCENTIVE PLAN

1.       ADMINISTRATION

         Subject to the express provisions of the Plan, the Administrator has
the authority to interpret the Plan; determine eligibility for and grant Awards;
determine, modify or waive the terms and conditions of any Award; prescribe
forms, rules and procedures (which it may modify or waive); and otherwise do all
things necessary to implement the Plan. Once a written agreement evidencing an
Award hereunder has been provided to a Participant, the Administrator may not,
without the Participant's consent, alter the terms of the Award so as to affect
adversely the Participant's rights under the Award, unless the Administrator
expressly reserved the right to do so in writing at the time of such delivery.
In the case of any Award intended to be eligible for the performance-based
compensation exception under Section 162(m), the Administrator shall exercise
its discretion consistent with qualifying the Award for such exception.

          Notwithstanding any provision herein to the contrary, the
Administrator may modify the terms of the Plan or may create one or more
subplans, in each case on such terms as it deems necessary or appropriate, to
provide for awards to non-U.S. participants; provided, that no such action by
the Administrator shall increase the total number of shares issuable hereunder.

2.       LIMITS ON AWARD UNDER THE PLAN

         a.       NUMBER OF SHARES. A maximum of 25,000,000 shares of Stock may
be delivered in satisfaction of Awards under the Plan. For purposes of the
preceding sentence, shares that have been forfeited in accordance with the terms
of the applicable Award and shares held back in satisfaction of the exercise
price or tax withholding requirements from shares that would otherwise have been
delivered pursuant to an Award shall not be considered to have been delivered
under the Plan. Also, the number of shares of Stock delivered under an Award
shall be determined net of any previously acquired Shares tendered by the
Participant in payment of the exercise price or of withholding taxes.

         b.       TYPE OF SHARES. Stock delivered by the Company under the Plan
may be authorized but unissued Stock or previously issued Stock acquired by the
Company and held in treasury. No fractional shares of Stock will be delivered
under the Plan.

         c.       STOCK-BASED AWARD LIMITS. The maximum number of shares of
Stock for which Stock Options may be granted to any person in any calendar year,
the maximum number of shares of Stock subject to SARs granted to any person in
any calendar year and the aggregate maximum number of shares of Stock subject to
other Awards that may be delivered (or the value of which may be paid) to any
person in any calendar year shall each be 2,000,000. Subject to these
limitations, each person eligible to participate in the Plan shall be eligible
in any year to receive Awards covering up to the full number of shares of Stock
then available for Awards under the Plan.

         d.       OTHER AWARD LIMITS. No more than $2,500,000 may be paid to any
individual with respect to any Cash or Other Performance Award (other than an
Award expressed in terms of shares of Stock or units representing Stock, which
shall instead be subject to the limit set forth in Section 2.c. above). In
applying the dollar limitation of the preceding sentence: (A) multiple Cash or
Other Performance Awards to the same individual that are determined by reference
to performance periods of one year or less ending with or within the same fiscal
year of the Company shall be subject in the aggregate to one $2,500,000 limit,
and (B) multiple Cash or Other Performance Awards to the same individual that
are determined by reference to one or more multi-year performance periods ending
in the same fiscal year of the Company shall be subject in the aggregate to
separate $2,500,000 limits.

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3.       ELIGIBILITY AND PARTICIPATION

         The Administrator will select Participants from among those key
Employees, directors and other individuals or entities providing services to the
Company or its Affiliates who, in the opinion of the Administrator, are in a
position to make a significant contribution to the success of the Company and
its Affiliates. Eligibility for ISOs is further limited to those individuals
whose employment status would qualify them for the tax treatment described in
Sections 421 and 422 of the Code.

4.       RULES APPLICABLE TO AWARDS

         a.       ALL AWARDS

                  (1) TERMS OF AWARDS. The Administrator shall determine the
terms of all Awards subject to the limitations provided herein.

                  (2) Performance Criteria. Where rights under an Award depend
in whole or in part on satisfaction of Performance Criteria, actions by the
Company that have an effect, however material, on such Performance Criteria or
on the likelihood that they will be satisfied will not be deemed an amendment or
alteration of the Award.

                  (3) ALTERNATIVE SETTLEMENT. The Company may at any time
extinguish rights under an Award in exchange for payment (subject in each case
to the limitations of Section 2) in cash, Stock or other property on such terms
as the Administrator determines. In those jurisdictions where forfeiture is not
permitted under applicable law, the Company shall have right to repurchase, and
the Participant shall have the obligation to sell and deliver, any and all
Stock-based Awards held by the Participant at a price per share equal to the par
value of the Company's Common Stock; in this event, the Participant hereby
authorizes the Company to perform on his or her behalf all legal actions
necessary to transfer ownership of the Stock-based Award back to the Company.

                  (3) TRANSFERABILITY OF AWARDS. Awards may be transferred only
as follows: (i) ISOs may not be transferred other than by will or by the laws of
descent and distribution and during a Participant's lifetime may be exercised
only by the Participant (or in the event of the Participant's incapacity, by the
person or persons legally appointed to act on the Participant's behalf); (ii)
Stock Options other than ISOs may be transferred by will or by the laws of
descent and distribution and, except as otherwise determined by the
Administrator, may also be transferred during the Participant's lifetime,
without payment of consideration, to one or more Family Members of the
Participant; (iii) Awards of Unrestricted Stock shall be subject only to such
transfer restrictions under the Plan as are specified by the Administrator; and
(iv) Awards other than Stock Options and other than Unrestricted Stock may not
be transferred except as the Administrator otherwise determines. If an Award is
claimed or exercised by a person or persons other than the Participant, the
Company shall have no obligation to deliver Stock, cash or other property
pursuant to such Award or otherwise to recognize the transfer of the Award until
the Administrator is satisfied as to the authority of the person or persons
claiming or exercising such Award.

                  (5) VESTING, ETC. Without limiting the generality of Section
1, the Administrator may determine the time or times at which an Award will vest
(i.e., become free of forfeiture restrictions) or become exercisable and the
terms on which an Award requiring exercise will remain exercisable. Unless the
Administrator expressly provides otherwise, upon the cessation of the
Participant's employment or other service relationship with the Company and its
Affiliates (i) all Awards (other than Stock Options, SARs and Restricted Stock)
held by the Participant or by a permitted transferee under Section 4.a.(4)
immediately prior to such cessation of employment or other service relationship
will be immediately forfeited if not then vested and, where exercisability is
relevant, will immediately cease to be exercisable, and (ii) Stock Options, SARs
and Restricted Stock shall be treated as follows:

                           (A) immediately upon the cessation of a Participant's
         employment or other service relationship with the Company and its
         Affiliates by reason of the Participant's Disability,

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         or with respect to a Participant who is an employee or director of the
         Company or its Affiliates, by reason of such Participant's Retirement,
         all Stock Options, SARs and Restricted Stock Awards held by the
         Participant (or by a permitted transferee under Section 4.a.(4))
         immediately prior to such Disability or, as applicable, Retirement,
         will become vested and, where exercisability is relevant, will be
         exercisable until the expiration of the stated term of the Stock Option
         or SAR, unless otherwise determined by the Administrator at or after
         grant;

                            (B) all Stock Options, SARs and Restricted Stock
         Awards held by a Participant (or by a permitted transferee under
         Section 4.a.(4)) immediately prior to the Participant's death will
         become vested and, where exercisability is relevant, will be
         exercisable until the expiration of the stated term of the Stock Option
         or SAR, unless otherwise determined by the Administrator on or after
         grant;

                            (C) except as provided in (D) below, all Stock
         Options, SARs and Restricted Stock Awards held by a Participant (or by
         a permitted transferee under Section 4.a.(4)) immediately prior to the
         cessation (other than by reason of death or Disability, or with respect
         to a Participant who is an employee or director of the Company or its
         Affiliates, Retirement) of the Participant's employment or other
         service relationship with the Company and its Affiliates, to the extent
         then not vested shall terminate, and to the extent then exercisable,
         will remain exercisable for the lesser of twelve months or until the
         expiration of the stated term of the Stock Option or SAR unless
         otherwise determined by the Administrator at or after grant;"

                           (D) all Stock Options, SARs and Restricted Stock
         Awards held by the Participant (or by a permitted transferee under
         Section 4.a.(4)) whose cessation of employment or other service
         relationship is determined by the Administrator in its sole discretion
         to be for cause or to result from reasons which cast such discredit on
         the Participant as to justify immediate termination of the Award shall
         immediately terminate upon such cessation. For this purpose, "cause"
         means a felony conviction of a Participant or the failure of a
         Participant to contest prosecution for a felony, or a Participant's
         misconduct or dishonesty which is harmful to the business or reputation
         of the Company.

Unless the Administrator expressly provides otherwise, a Participant's
"employment or other service relationship with the Company and its Affiliates"
will be deemed to have ceased when the individual is no longer employed by or in
a service relationship with the Company or its Affiliates. Except as the
Administrator otherwise determines, with respect to a Participant who is an
employee or director of the Company or its Affiliates, such Participant's
"employment or other service relationship with the Company and its Affiliates"
will not be deemed to have ceased during a military, sick or other bona fide
leave of absence if such absence does not exceed 180 days or, if longer, so long
as the Participant retains a right by statute or by contract to return to
employment or other service relationship with the Company and its Affiliates.

                  (6) TAXES. The Administrator will make such provision for the
withholding of taxes as it deems necessary. The Administrator may, but need not,
hold back shares of Stock from an Award or permit a Participant to tender
previously-owned shares of Stock in satisfaction of tax withholding
requirements. In no event shall shares of Stock be tendered or held back by the
Company in excess of the minimum amount required to be withheld for Federal,
state, and other taxes.

                  (7) DIVIDEND EQUIVALENTS, ETC. The Administrator may provide
for the payment of amounts in lieu of cash dividends or other cash distributions
with respect to Stock subject to an Award if and in such manner as it deems
appropriate.

                  (8) RIGHTS LIMITED. Nothing in the Plan shall be construed as
giving any person the right to continued employment or service with the Company
or its Affiliates, or any rights as a shareholder except as to shares of Stock
actually issued under the Plan. The loss of existing or potential profit in

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Awards will not constitute an element of damages in the event of termination of
employment or service for any reason, even if the termination is in violation of
an obligation of the Company or Affiliate to the Participant.

                  (9) SECTION 162(m). The Administrator in its discretion may
grant Performance Awards that are intended to qualify for the performance-based
compensation exception under Section 162(m) and Performance Awards that are not
intended so to qualify. In the case of an Award intended to be eligible for the
performance-based compensation exception under Section 162(m), the Plan and such
Award shall be construed to the maximum extent permitted by law in a manner
consistent with qualifying the Award for such exception. In the case of a
Performance Award intended to qualify as performance-based for the purposes of
Section 162(m), the Administrator shall preestablish in writing one or more
specific Performance Criteria no later than 90 days after the commencement of
the period of service to which the performance relates (or at such earlier time
as is required to qualify the Award as performance-based under Section 162(m)).
Prior to payment of any Performance Award intended to qualify as
performance-based under Section 162(m), the Administrator shall certify whether
the Performance Criteria have been attained, and such determination shall be
final and conclusive. In the case of a Performance Award intended to qualify as
performance-based for the purposes of Section 162(m), the provisions of this
Section 4.a.(9) shall be construed in a manner that is consistent with the
regulations under Section 162(m).

         b.       AWARDS REQUIRING EXERCISE

                  (1) TIME AND MANNER OF EXERCISE. Unless the Administrator
expressly provides otherwise, (a) an Award requiring exercise by the holder will
not be deemed to have been exercised until the Administrator receives a written
notice of exercise (in form acceptable to the Administrator) signed by the
appropriate person and accompanied by any payment required under the Award; and
(b) if the Award is exercised by any person other than the Participant, the
Administrator may require satisfactory evidence that the person exercising the
Award has the right to do so.

                  (2) EXERCISE PRICE. The Administrator shall determine the
exercise price of each Stock Option; provided, that each Stock Option must have
an exercise price that is not less than the fair market value of the Stock
subject to the Stock Option, determined as of the date of grant, except as
necessary to maintain the intrinsic value of substitute Stock Options in
connection with a merger or acquisition consummated by the Company. An ISO
granted to an Employee described in Section 422(b)(6) of the Code must have an
exercise price that is not less than 110% of such fair market value. Where
shares of Stock issued under an Award are part of an original issue of shares,
the Award shall require an exercise price equal to at least the par value of
such shares. Except for certain provisions contained in Section 5 below, the
exercise price for any Stock Option grant under the Plan may not be decreased
after the grant of the Option without the approval of the stockholders of the
Company.

                  (3) PAYMENT OF EXERCISE PRICE, IF ANY. Where the exercise of
an Award is to be accompanied by payment, the Administrator may determine the
required or permitted forms of payment, subject to the following: all payments
will be by cash or check acceptable to the Administrator, unless one of the
following forms of payment is permitted by the Administrator in its discretion
in any specific instance (with the consent of the optionee of an ISO, unless
such permitted form of payment is expressly provided for in the grant), (i)
through the delivery of shares of Stock which have been outstanding for at least
six months (unless the Administrator approves a shorter period) and which have a
fair market value equal to the exercise price, (ii) by delivery to the Company
of a promissory note of the person exercising the Award, payable on such terms
as are specified by the Administrator, (iii) by delivery of an unconditional and
irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price, or (iv) by any combination of the
foregoing permissible forms of payment.

                  (4) GRANT OF STOCK OPTIONS. Each Stock Option awarded under
the Plan shall be deemed to have been awarded as a non-ISO (and to have been so
designated by its terms) unless the Administrator expressly provides that the
Stock Option is to be treated as an ISO. No ISO may be granted under the Plan
after February 25, 2013, but ISOs previously granted may extend beyond that
date.

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         c.       AWARDS NOT REQUIRING EXERCISE

         Awards of Restricted Stock and Unrestricted Stock may be made in return
for either (i) services determined by the Administrator to have a value not less
than the par value of the Awarded shares of Stock, or (ii) cash or other
property having a value not less than the par value of the Awarded shares of
Stock plus such additional amounts (if any) as the Administrator may determine
payable in such combination and type of cash, other property (of any kind) or
services as the Administrator may determine.

5.       EFFECT OF CERTAIN TRANSACTIONS

         a.       CHANGE IN CONTROL

         Except as the Administrator may otherwise determine in connection with
the grant of an Award, immediately prior to a Change in Control each Award shall
vest (and if relevant shall become exercisable), all Performance Criteria and
other conditions to an Award shall be deemed satisfied, and all Award deferrals
shall be accelerated. In addition, all Stock-based Awards (all Stock Options,
SARs, Restricted Stock, Deferred Stock, including any Performance Awards
consisting of any of the foregoing), except to the extent consisting of
outstanding shares of Stock that are then free of any restrictions under the
Plan, shall terminate immediately prior to the Change in Control unless assumed
in accordance with the immediately following sentence. If there is a surviving
or acquiring entity, the Administrator may provide for a substitution or
assumption of Awards by the acquiring or surviving entity or an affiliate
thereof, on such terms as the Administrator determines. If there is no surviving
or acquiring entity, or if the Administrator does not provide for a substitution
or assumption of an Award, the Award shall vest (and to the extent relevant
become exercisable) on a basis that gives the holder of the Award a reasonable
opportunity to participate as a stockholder in the Change in Control.

         b.       CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK

                  (1) BASIC ADJUSTMENT PROVISIONS. In the event of a stock
dividend, stock split or combination of shares, recapitalization or other change
in the Company's capital structure, the Administrator will make appropriate
adjustments to the maximum number of shares that may be delivered under the Plan
under Section 2.a. and to the maximum share limits described in Section 2.b.,
and will also make appropriate adjustments to the number and kind of shares of
stock or securities subject to Awards then outstanding or subsequently granted,
any exercise prices relating to Awards and any other provision of Awards
affected by such change.

                  (2) CERTAIN OTHER ADJUSTMENTS. The Administrator may also make
adjustments of the type described in paragraph (1) above to take into account
distributions to common stockholders other than those provided for in Section
5.a. and 5.b.(1), or any other event, if the Administrator determines that
adjustments are appropriate to avoid distortion in the operation of the Plan and
to preserve the value of Awards made hereunder; provided, that no such
adjustment shall be made to the maximum share limits described in Section 2.c.
or 2.d., or otherwise to an Award intended to be eligible for the
performance-based exception under Section 162(m), except to the extent
consistent with that exception, nor shall any change be made to ISOs except to
the extent consistent with their continued qualification under Section 422 of
the Code.

                  (3) CONTINUING APPLICATION OF PLAN TERMS. References in the
Plan to shares of Stock shall be construed to include any stock or securities
resulting from an adjustment pursuant to Section 5.b.(1) or 5.b.(2) above.

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6.       LEGAL CONDITIONS ON DELIVERY OF STOCK

         The Company will not be obligated to deliver any shares of Stock
pursuant to the Plan or to remove any restriction from shares of Stock
previously delivered under the Plan until the Company's counsel has approved all
legal matters in connection with the issuance and delivery of such shares; if
the outstanding Stock is at the time of delivery listed on any stock exchange or
national market system, the shares to be delivered have been listed or
authorized to be listed on such exchange or system upon official notice of
issuance; and all conditions of the Award have been satisfied or waived. If the
sale of Stock has not been registered under the Securities Act of 1933, as
amended, the Company may require, as a condition to exercise of the Award, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act. The Company may require that any
certificates evidencing Stock issued under the Plan bear an appropriate legend
reflecting any restriction on transfer applicable to such Stock.

7.       AMENDMENT AND TERMINATION

         Subject to the provisions of Section 1, the Administrator may at any
time or times amend the Plan or any outstanding Award for any purpose which may
at the time be permitted by law, or may at any time terminate the Plan as to any
further grants of Awards.

8.       NON-LIMITATION OF THE COMPANY'S RIGHTS

         The existence of the Plan or the grant of any Award shall not in any
way affect the Company's right to award a person bonuses or other compensation
in addition to Awards under the Plan.

9.       GOVERNING LAW

         The Plan shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.

10.      DEFINED TERMS

The following terms, when used in the Plan, shall have the meanings and be
subject to the provisions set forth below:

         "ADMINISTRATOR": The Board or, if one or more has been appointed, the
Committee, including their delegates (subject to such limitations on the
authority of such delegates as the Board or the Committee, as the case may be,
may prescribe). The senior Legal and Human Resources representatives of the
Company shall also be the Administrator, but solely with respect to ministerial
tasks related hereto.

         "AFFILIATE": Any corporation or other entity owning, directly or
indirectly, 50% or more of the outstanding Stock of the Company, or in which the
Company or any such corporation or other entity owns, directly or indirectly,
50% of the outstanding capital stock (determined by aggregate voting rights) or
other voting interests.

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         "AWARD": Any or a combination of the following:

                  (i) Stock Options.

                  (ii) SARs.

                  (iii) Restricted Stock.

                  (iv) Unrestricted Stock.

                  (v) Deferred Stock.

                  (vi) Other Stock-Based Awards.

                  (vii) Cash Performance Awards.

                  (viii) Other Performance Awards.

                  (ix) Grants of cash, or loans, made in connection with other
         Awards in order to help defray in whole or in part the economic cost
         (including tax cost) of the Award to the Participant.

         "BOARD":  The Board of Directors of the Company.

         "CASH PERFORMANCE AWARD": A Performance Award payable in cash. The
right of the Company under Section 4.a.(3) to extinguish an Award in exchange
for cash or the exercise by the Company of such right shall not make an Award
otherwise not payable in cash a Cash Performance Award.

         "CHANGE IN CONTROL":  Any of:

         (i) an acquisition, consolidation or merger in which the Company is not
the surviving corporation or with respect to which all or substantially all of
the beneficial owners of the outstanding stock of the Company and the combined
voting power of the outstanding voting securities of the Company entitled to
vote generally in the election of directors immediately prior to such
transaction do not own beneficially, directly or indirectly, and in
substantially the same proportion, more than 60% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such
transaction;

         (ii) a sale or transfer of all or substantially all the Company's
assets;

         (iii) a dissolution or liquidation of the Company; or

         (iv) continuing directors constitute less than a majority of the Board,
where a "continuing director" includes (A) each person who was a director of the
Company as of the close of business on May 6, 2003, and (B) each person who
subsequently becomes a director of the Company with approval by a vote of at
least a majority of the "continuing directors" in office at the time of such
person's election or nomination as a director unless that person became a
director in connection with an actual or threatened election contest.

Notwithstanding clauses (i) through (iv) above, none of the following shall
constitute a "Change in Control" for purposes of this definition:

         (x) the shares of common stock of the Company or the voting securities
of the Company entitled to vote generally in the election of directors are
acquired directly from the Company in a capital raising transaction;

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         (y) the shares of common stock of the Company or the voting securities
of the Company entitled to vote generally in the election of directors are
acquired by any employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company; or

         (z) (A) the beneficial owners of the outstanding shares of common stock
of the Company, and of the securities of the Company entitled to vote generally
in the election of directors, immediately prior to such transaction beneficially
own, directly or indirectly, in substantially the same proportions immediately
following such transaction more than 60% of the outstanding shares of common
stock and of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the corporation
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) resulting from such
transaction and (B) at least a majority of the members of the board of directors
of the corporation resulting from such transaction were members of the board of
directors at the time of the execution of the initial agreement, or of the
action of the Board, authorizing such transaction.

         "CODE": The U.S. Internal Revenue Code of 1986 as from time to time
amended and in effect, or any successor statute as from time to time in effect.

         "COMMITTEE": One or more committees of the Board (including any
subcommittee thereof) appointed or authorized to make Awards and otherwise to
administer the Plan. In the case of Awards granted to executive officers of the
Company, the Committee shall be comprised solely of two or more outside
directors within the meaning of Section 162(m).

         "COMPANY": Boston Scientific Corporation.

         "DEFERRED STOCK": A promise to deliver Stock or other securities in the
future on specified terms.

         "DISABILITY": Permanent and total disability as determined under the
Company's long-term disability program for employees then in effect.

         "EMPLOYEE": Any person who is employed by the Company or an Affiliate.

         "FAMILY MEMBER": An individual or entity included as a "family member"
within the meaning of the Security and Exchange Commission's Form S-8,
Registration Statement Under The Securities Act of 1933.

         "ISO": A Stock Option intended to be an "incentive stock option" within
the meaning of Section 422 of the Code.

         "PARTICIPANT": An Employee, director or other person providing services
to the Company or its Affiliates who is granted an Award under the Plan.

         "PERFORMANCE AWARD":  An Award subject to Performance Criteria.

         "PERFORMANCE CRITERIA": Specified criteria the satisfaction of which is
a condition for the exercisability, vesting or full enjoyment of an Award. For
purposes of Performance Awards that are intended to qualify for the
performance-based compensation exception under Section 162(m), a Performance
Criterion shall mean an objectively determinable measure of performance relating
to any of the following (determined either on a consolidated basis or, as the
context permits, on a divisional, subsidiary, line of business, project or
geographical basis or in combinations thereof): (i) sales; revenues; assets;
liabilities; costs; expenses; earnings before or after deduction for all or any
portion of interest, taxes, depreciation, amortization or other items, whether
or not on a continuing operations or an aggregate or per share basis; return on
equity, investment, capital or assets; one or more operating ratios; borrowing
levels, leverage ratios or credit rating; market share; capital expenditures;
cash flow; working capital requirements; stock price; stockholder return; sales,
contribution or gross margin, of particular products or services; particular
operating or financial ratios; customer acquisition, expansion and retention; or
any combination

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of the foregoing; or (ii) acquisitions and divestitures (in whole or in part);
joint ventures and strategic alliances; spin-offs, split-ups and the like;
reorganizations; recapitalizations, restructurings, financings (issuance of debt
or equity) and refinancings; transactions that would constitute a change of
control; or any combination of the foregoing. A Performance Criterion measure
and targets with respect thereto determined by the Administrator need not be
based upon an increase, a positive or improved result or avoidance of loss.

         "PLAN": The Boston Scientific Corporation 2000 Incentive Plan as set
forth herein, as from time to time amended and in effect.

         "RESTRICTED STOCK": An Award of Stock subject to forfeiture to the
Company if specified conditions are not satisfied.

         "RETIREMENT": Unless the Administrator expressly provides otherwise,
cessation of employment or other service relationship with the Company and its
Affiliates if, as of the date of such cessation, (i) the Participant has
attained age 50, (ii) the Participant has accrued at least five years of service
with the Company and its Affiliates, and (iii) the sum of the Participant's age
and years of service as of such date equals or exceeds 62.

         "SECTION 162(m)": Section 162(m) of the Code.

         "SARs": Rights entitling the holder upon exercise to receive cash or
Stock, as the Administrator determines, equal to a function (determined by the
Administrator using such factors as it deems appropriate) of the amount by which
the Stock has appreciated in value since the date of the Award.

         "STOCK": Common Stock of the Company, par value $.01 per share.

         "STOCK OPTIONS": Options entitling the recipient to acquire shares of
Stock upon payment of the exercise price.

         "UNRESTRICTED STOCK": An Award of Stock not subject to any restrictions
under the Plan.