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                                                                   EXHIBIT 10.12

                                    FORM OF
                         BOSTON SCIENTIFIC CORPORATION
                         401(k) RETIREMENT SAVINGS PLAN

                                SECOND AMENDMENT

         Pursuant to Section 10.1 of the Boston Scientific Corporation 401(k)
Retirement Savings Plan as amended and restated effective January 1, 2001 (the
"Plan"), and as further amended by the First Amendment thereto, Boston
Scientific Corporation hereby amends the Plan as follows:

         1. Section 3.1 is amended by adding the following sentence to the end
thereof: "The Plan shall not be treated as failing to satisfy the provisions of
the Plan implementing the requirements of section 401(k)(3), 401(k)(11),
401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making
of such catch-up Elective Contributions."

         2. Section 3.3 is amended, effective January 1, 2004, by deleting such
Section in its entirety and substituting the following therefor:

         "3.3     MATCHING CONTRIBUTIONS.

                  (a) On a bi-weekly basis, each Participating Employer will
         make a Matching Contribution to the Trust for the benefit of each
         Participant on whose behalf it made Elective Contributions for the
         period. The amount of Matching Contribution made by a Participating
         Employer for the period shall be equal to (i) 200% of the Elective
         Contributions made on behalf of the Participant for the period which do
         not exceed 1% of the Participant's Compensation for the period, plus
         (ii) 100% of the Elective Contributions made on behalf of the
         Participant for the period which exceed 1% but do not exceed 2% of the
         Participant's Compensation for the period, plus (iii) 50% of the
         Elective Contributions made on behalf of the Participant for the period
         which exceed 2% but do not exceed 4% of the Participant's Compensation
         for the period. For purposes of this Section 3.3, catch-up Elective
         Contributions described in Section 3.1 shall not be taken into account.

                  (b) If (i) a Participant is an Eligible Employee on the last
         day of the Plan Year, and (ii) the aggregate Matching Contributions
         made by his or her Participating Employer under paragraph (a) above to
         the Trust for the benefit of such Participant with respect to such Plan
         Year are less than the lesser of (1) 200% of the Participant's Elective
         Contributions for such Plan Year which do not exceed 1% of the
         Participant's Compensation for such Plan Year plus 100% of the
         Participant's Elective Contributions for such Plan Year which exceed 1%
         but do not exceed 2% of the Participant's Compensation for such Plan
         Year plus 50% of the Participant's Elective Contributions for such Plan
         Year which exceed 2% but do not exceed 4% of the Participant's
         Compensation for such Plan Year; or (2) 4% of such Participant's
         Compensation for such Plan Year, then the Participating Employer shall
         make a further contribution to the Trust, for the benefit of such
         Participant, to be credited to his or her Matching Contribution
         Account, such that the aggregate Matching Contributions made by the
         Participating Employer for the benefit of such Participant for the Plan
         Year under this Section shall equal the lesser of the amounts set forth
         in clauses (1) and (2) above."

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         3. Article 8 is amended, effective January 1, 2003, by adding a new
Section 8.9, which Section reads in its entirety as follows:

         "8.9     MINIMUM DISTRIBUTION REQUIREMENTS. This Section 8.9 will apply
for purposes of determining required minimum distributions for calendar years
beginning on or after January 1, 2003, and takes precedence over any other
provisions of the Plan to the contrary.

                  (a) Time and Manner of Distribution.

                           (1) Required Beginning Date. The payment of benefits
                  to the Participant will commence no later than the
                  Participant's Required Beginning Date.

                           (2) Death of Participant Before Distributions Begin.
                  If the Participant dies before distributions begin, the
                  Participant's entire interest will be distributed, or begin to
                  be distributed, no later than as follows:

                                    (A) If the Participant's surviving spouse is
                           the Participant's sole designated Beneficiary, then
                           distributions to the surviving spouse will begin by
                           December 31 of the calendar year immediately
                           following the calendar year in which the Participant
                           died, or by December 31 of the calendar year in which
                           the Participant would have attained age 70 1/2, if
                           later.

                                    (B) If the Participant's surviving spouse is
                           not the Participant's sole designated Beneficiary,
                           then distributions to the designated Beneficiary will
                           begin by December 31 of the calendar year immediately
                           following the calendar year in which the Participant
                           died.

                                    (C) If there is no designated Beneficiary as
                           of September 30 of the year following the year of the
                           Participant's death, the Participant's entire
                           interest will be distributed by December 31 of the
                           calendar year containing the fifth anniversary of the
                           Participant's death.

                                    (D) If the Participant's surviving spouse is
                           the Participant's sole designated Beneficiary and the
                           surviving spouse dies after the Participant but
                           before distributions to the surviving spouse begin,
                           this Section 8.9(a)(2), other than Section
                           8.9(a)(2)(A), will apply as if the surviving spouse
                           were the Participant.

                  For purposes of this Section 8.9(a)(2) and Section 8.9(c),
                  unless Section 8.9(a)(2)(D) applies, distributions are
                  considered to begin on the Participant's Required Beginning
                  Date. If Section 8.9(a)(2)(D) applies, distributions are
                  considered to begin on the date distributions are required to
                  begin to the surviving spouse under Section 8.9(a)(2)(A). If
                  distributions under an annuity purchased from an insurance
                  company irrevocably commence to the Participant before the
                  Participant's Required Beginning Date (or to the Participant's
                  surviving spouse before the date distributions are required to
                  begin to the surviving spouse under

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                  Section 8.9(a)(2)(A), the date distributions are considered to
                  begin is the date distributions actually commence.

                           (3) Forms of Distribution. Unless the Participant's
                  interest is distributed in the form of an annuity purchased
                  from an insurance company or in a single sum on or before the
                  Required Beginning Date, as of the first distribution calendar
                  year distributions will be made in accordance with Sections
                  8.9(b) and (c). If the Participant's interest is distributed
                  in the form of an annuity purchased from an insurance company,
                  distributions thereunder will be made in accordance with the
                  requirements of section 401(a)(9) of the Code and the Treasury
                  regulations.

                  (b) Required Minimum Distributions During a Participant's
Lifetime.

                           (1) Amount of Required Minimum Distribution For Each
                  Distribution Calendar Year. During the Participant's lifetime,
                  the minimum amount that will be distributed for each
                  distribution calendar year is the lesser of:

                                    (A) the quotient obtained by dividing the
                           Participant's account balance by the distribution
                           period in the Uniform Lifetime Table set forth in
                           section 1.401(a)(9)-9 of the Treasury regulations,
                           using the Participant's age as of the Participant's
                           birthday in the distribution calendar year; or

                                    (B) if the Participant's sole designated
                           Beneficiary for the distribution calendar year is the
                           Participant's spouse, the quotient obtained by
                           dividing the Participant's account balance by the
                           number in the Joint and Last Survivor Table set forth
                           in section 1.401(a)(9)-9 of the Treasury regulations,
                           using the Participant's and spouse's attained ages as
                           of the Participant's and spouse's birthdays in the
                           distribution calendar year.

                           (2) Lifetime Required Minimum Distributions Continue
                  Through Year of Participant's Death. Required minimum
                  distributions will be determined under this Section 8.9(b)
                  beginning with the first distribution calendar year and up to
                  and including the distribution calendar year that includes the
                  Participant's date of death.

                  (c) Required Minimum Distributions After Participant's Death.

                           (1) Death On or After Date Distributions Begin.

                                    (A) Participant Survived by Designated
                           Beneficiary. If the Participant dies on or after the
                           date distributions begin and there is a designated
                           Beneficiary, the minimum amount that will be
                           distributed for each distribution calendar year after
                           the year of the Participant's death is the quotient
                           obtained by dividing the Participant's account
                           balance by the longer of the remaining life
                           expectancy of the Participant or the remaining life
                           expectancy of the Participant's designated
                           Beneficiary, determined as follows:

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                                            (i) The Participant's remaining life
                                    expectancy is calculated using the age of
                                    the Participant in the year of death,
                                    reduced by one for each subsequent year.

                                            (ii) If the Participant's surviving
                                    spouse is the Participant's sole designated
                                    Beneficiary, the remaining life expectancy
                                    of the surviving spouse is calculated for
                                    each distribution calendar year after the
                                    year of the Participant's death using the
                                    surviving spouse's age as of the spouse's
                                    birthday in that year. For distribution
                                    calendar years after the year of the
                                    surviving spouse's death, the remaining life
                                    expectancy of the surviving spouse is
                                    calculated using the age of the surviving
                                    spouse as of the spouse's birthday in the
                                    calendar year of the spouse's death, reduced
                                    by one for each subsequent calendar year.

                                            (iii) If the Participant's surviving
                                    spouse is not the Participant's sole
                                    designated Beneficiary, the designated
                                    Beneficiary's remaining life expectancy is
                                    calculated using the age of the Beneficiary
                                    in the year following the year of the
                                    Participant's death, reduced by one for each
                                    subsequent year.

                                    (B) No Designated Beneficiary. If the
                           Participant dies on or after the date distributions
                           begin and there is no designated Beneficiary as of
                           September 30 of the year after the year of the
                           Participant's death, the minimum amount that will be
                           distributed for each distribution calendar year after
                           the year of the Participant's death is the quotient
                           obtained by dividing the Participant's account
                           balance by the Participant's remaining life
                           expectancy calculated using the age of the
                           Participant in the year of death, reduced by one for
                           each subsequent year.

                           (2) Death Before Date Distributions Begin.

                                    (A) Participant Survived by Designated
                           Beneficiary. If the Participant dies before the date
                           distributions begin and there is a designated
                           Beneficiary, the minimum amount that will be
                           distributed for each distribution calendar year after
                           the year of the Participant's death is the quotient
                           obtained by dividing the Participant's account
                           balance by the remaining life expectancy of the
                           Participant's designated Beneficiary, determined as
                           provided in Section 8.9(c)(1).

                                    (B) No Designated Beneficiary. If the
                           Participant dies before the date distributions begin
                           and there is no designated Beneficiary as of
                           September 30 of the year following the year of the
                           Participant's death, distribution of the
                           Participant's entire interest will be completed by
                           December 31 of the calendar year containing the fifth
                           anniversary of the Participant's death.

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                                    (C) Death of Surviving Spouse Before
                           Distributions to Surviving Spouse Are Required to
                           Begin. If the Participant dies before the date
                           distributions begin, the Participant's surviving
                           spouse is the Participant's sole designated
                           Beneficiary, and the surviving spouse dies before
                           distributions are required to begin to the surviving
                           spouse under Section 8.9(a)(2)(A), this Section
                           8.9(c)(2) will apply as if the surviving spouse were
                           the Participant.

                  (d) Requirements of Treasury Regulations Incorporated. All
         distributions required under this Section 8.9 will be determined and
         made in accordance with the Treasury regulations under section
         401(a)(9) of the Code.

                  (e) Definitions: For purposes of this Section 8.9, the
         following definitions shall apply:

                           (1) Designated Beneficiary. The individual who is
                  designated as the Beneficiary under Section 14.3 of the Plan
                  and is the designated Beneficiary under section 401(a)(9) of
                  the Code and section 1.401(a)(9)-4 of the Treasury
                  regulations.

                           (2) Distribution calendar year. A calendar year for
                  which a minimum distribution is required. For distributions
                  beginning before the Participant's death, the first
                  distribution calendar year is the calendar year immediately
                  preceding the calendar year which contains the Participant's
                  Required Beginning Date. For distributions beginning after the
                  Participant's death, the first distribution calendar year is
                  the calendar year in which distributions are required to begin
                  under Section 8.9(a)(2). The required minimum distribution for
                  the Participant's first distribution calendar year will be
                  made on or before the Participant's Required Beginning Date.
                  The required minimum distribution for other distribution
                  calendar years, including the required minimum distribution
                  for the distribution calendar year in which the Participant's
                  Required Beginning Date occurs, will be made on or before
                  December 31 of that distribution calendar year.

                           (3) Life Expectancy. Life expectancy as computed by
                  use of the Single Life Table in section 1.401(a)(9)-9 of the
                  Treasury regulations.

                           (4) Participant's account balance. The account
                  balance as of the last valuation date in the calendar year
                  immediately preceding the distribution calendar year
                  (valuation calendar year) increased by the amount of any
                  contributions made and allocated or forfeitures allocated to
                  the account balance as of dates in the valuation calendar year
                  after the valuation date and decreased by distributions made
                  in the valuation calendar year after the valuation date. The
                  account balance for the valuation calendar year includes any
                  amounts rolled over or transferred to the plan either in the
                  valuation calendar year or in the distribution calendar year
                  if distributed or transferred in the valuation calendar year.

                           (5) Required Beginning Date. The date specified in
                  Section 14.34 of the Plan."

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         4. Section 11.3(a) is amended, effective January 1, 2003, by deleting
the first sentence thereof and by substituting the following therefore:

                  "(a) In general. The maximum amount of Elective Contributions
         made on behalf of any Participant for any calendar year, when added to
         the amount of elective deferrals under all other plans, contracts and
         arrangements of an Affiliated Employer with respect to the Participant
         for the calendar year, shall in no event exceed the maximum applicable
         limit in effect for the calendar year under Code section 402(g)(1),
         provided, however, that catch-up Elective Contributions described in
         Section 3.1 shall not be taken into account for purposes of compliance
         with Code section 402(g)(1)."

         5. Section 14.8 is amended, effective January 1, 2004, by deleting such
Section in its entirety and substituting the following therefor:

         "14.8    'COMPENSATION' means,

                  (a) for purposes of determining the Code section 415 limits,
         the amount of any minimum contribution under the special top-heavy
         provisions, and determining the status of an individual as a 'highly
         compensated employee' or a 'key employee', the Participant's wages as
         defined in Code section 3401(a) for purposes of income tax withholding
         at the source, but (i) determined without regard to any rules that
         limit the remuneration included in wages based on the nature or
         location of the employment or the services performed, and (ii)
         increased by any such amounts that would have been received by the
         individual from the Employer but for an election under Code section
         125, 132(f)(4), 401(k), 402(h) or 403(b);

                  (b) for purposes of the limits under Sections 11.4 and 11.5,
         'compensation' as defined under Code section 414(s) and the Treasury
         regulations thereunder; and

                  (c) for all other purposes under the Plan, the same as in (a)
         above, reduced by all of the following items (even if includable in
         gross income): cost-of-living adjustments, reimbursements or other
         expense allowances, pay in lieu of vacation upon termination of
         employment, bonuses, deferred compensation, payments under the
         Supplemental Severance Plan, amounts received upon the exercise of
         options to purchase Company Stock, and moving expenses, provided
         however that any elective contributions made by the Participating
         Employer that are not includible in gross income by reason of Code
         section 125 or 402(e)(3) shall in all cases be includible as
         "Compensation" for purposes of this paragraph (c). Notwithstanding the
         foregoing, for purposes of allocating Discretionary Contributions for a
         Plan Year, commissions paid to any field sales commissioned Employee
         who is a Highly Compensated Employee for such Plan Year shall be taken
         into consideration only to the extent of the lesser of (i) fifty
         percent of the amount of the commissions so paid, or (ii) the amount,
         not in excess of the commissions so paid, which when added to all other
         amounts paid such Employee and qualifying as Compensation results in an
         aggregate amount of Compensation of $90,000 or less.

                  (d) Compensation shall include only that compensation which is
         actually paid to the Participant during the applicable Plan Year. For
         all purposes under the Plan,

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         Compensation for any individual will be limited for any Plan Year as
         provided under Code section 401(a)(17) (which for the 2003 Plan Year is
         $200,000 and for the 2004 Plan Year is $205,000). If the period for
         determining Compensation used in calculating a Participant's allocation
         for a determination period is shorter than 12 months, the annual
         Compensation limit shall be an amount equal to the otherwise applicable
         limit multiplied by a fraction, the numerator of which is the number of
         months in the period, and the denominator of which is 12."

                                    * * * * *

         IN WITNESS WHEREOF, Boston Scientific Corporation has caused this
amendment to be executed in its name and on its behalf this _____ day of
December, 2003.

                                                   BOSTON SCIENTIFIC CORPORATION

                                                   By: _________________________

                                                   Title: ______________________

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