WWW.EXFILE.COM -- 888-775-4789 -- BOSTON SCIENTIFIC -- FORM 8-K -- EXHIBIT 10.4 -- 16230


    EXHIBIT 10.4

     

     

    BOSTON
SCIENTIFIC CORPORATION

    EXCESS
BENEFIT PLAN

    


    FIRST
AMENDMENT

    


    Pursuant
to Article 9 of the Boston Scientific Corporation Excess Benefit Plan, as
effective January 1, 2005 (the “Plan”), Boston Scientific Corporation hereby
amends the Plan as follows:

    


    1. Effective
January 1, 2008, Section 2.13 is amended in its entirety to read as
follows:

     

    “2.13                      “Separation from
Service” means a "separation from service" (as that term is defined at
Section 1.409A-1(h) of the Treasury Regulations) from the Company and from all
other corporations and trades or businesses, if any, that would be treated as a
single "service recipient" with the Company under Section 1.409A-1(h)(3) of the
Treasury Regulations.  The Administrator may, but need not, elect in
writing, subject to the applicable limitations under Section 409A, any of the
special elective rules prescribed in Section 1.409A-1(h) of the Treasury
Regulations for purposes of determining whether a “separation from service” has
occurred.  Any such written election shall be deemed part of the
Plan.”

     

    2. Effective
January 1, 2008, Section 2.14 is amended in its entirety to read as
follows:

     

    “2.14                      “Special Discretionary
Contribution” means the discretionary contribution to the 401(k) Plan
described in section 3.14 thereunder, which discretionary contribution was a
one-time special contribution made in 2005 in respect of the 401(k) Plan’s 2004
plan year.”

     

    3. Effective
January 1, 2008, Section 4.1 is amended by inserting the words “during 2005”
immediately following the words “As of the date”.

     

    4. Effective
January 1, 2008, the last sentence of Section 6.2 is amended to read as
follows:  “If an Eligible Employee’s termination of employment occurs
before the Eligible Employee becomes a Participant under the Plan, the Eligible
Employee will be treated as a Participant who has had a Separation from Service
and the amount of the Participant’s Special Discretionary Credit will be paid,
subject to Section 6.4, in cash in a single lump sum to the Participant as soon
as practicable after the Special Discretionary Credit is credited to the
Participant’s Account and in any case no later than December 31,
2005.”

     

    5. Effective
January 1, 2008, Section 6.3 is amended in its entirety to read as
follows:

     

    “6.3                
       Distribution after a
Participant’s death.  Upon the death of the Participant, an
amount equal to the balance of his or her Account will be paid in cash in a
single lump sum to his or her Beneficiary within 90 days of the Participant’s
death.  If an Eligible Employee dies before becoming a Participant,
the amount of the Participant’s Special Discretionary Credit will be paid in
cash in a single lump sum to the Participant’s Beneficiary as soon as
practicable after the Special Discretionary Credit is credited to the
Participant’s Account and in any case no later than December 31,
2005.”

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. Effective
January 1, 2008, Section 6.4 is deleted in its entirety and replaced with the
following:

     

    “6.4               
        Key
Employees.  Notwithstanding anything in the Plan to the
contrary, in the case of a Participant who is an individual determined by the
Administrator or its delegate to be a "specified employee" as defined in
subsection (a)(2)(B)(i) of section 409A of the Code, payment of such
Participant's benefit owing to a Separation from Service with the Company shall
not be made or commence until the date which is six (6) months and one (1) day
after the date of such Separation from Service or, if earlier than the end of
such period, the date of death of such Participant.  The Administrator
may, but need not, elect in writing, subject to the applicable limitations under
section 409A of the Code, any of the special elective rules prescribed in
section 1.409A-1(i) of the Treasury Regulations for purposes of determining
“specified employee” status.  Any such written election shall be
deemed part of the Plan.”

     

    7. Effective
January 1, 2008, Article 9 is amended by adding the following sentence to the
end thereto:  “Upon any termination of the Plan as a whole or with
respect to any Participant or group of Participants, payments will be
accelerated only to the extent permitted by section 409A of the
Code.”

     

    *  *  *  *  *

     

    


    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: 
      ____________________________