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    EXHIBIT 10.3

      


      


      BOSTON
SCIENTIFIC CORPORATION

      2000
LONG-TERM INCENTIVE PLAN

      


      Amendment

      


      Pursuant to Section 7 of the Boston
Scientific Corporation 2000 Long-Term Incentive Plan (the “Plan”), Boston
Scientific Corporation hereby amends the Plan effective for all Awards granted
on or after January 1, 2009 as follows:

      


      
        	
                1.  

              	
                Section
      4(a)(3) of the Plan is amended to read in its entirety as
      follows:

              


      

      


      To the
extent permitted by Section 409A of the Code, 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, provided the holder of the Award consents to
such exchange.

      


      
        	
                2.  

              	
                Section
      5(a) of the Plan is amended by adding the following Section
      (10):

              


      

      


      (10)  Section
409A.  Except to the extent specifically provided otherwise by
the Administrator, Awards under the Plan are intended to satisfy the
requirements of Section 409A of the Code so as to avoid the imposition of any
additional taxes or penalties under Section 409A of the Code.  If the
Administrator determines that an Award, Award agreement, payment, transaction or
any other action or arrangement contemplated by the provisions of the Plan
would, if undertaken, cause a Participant to become subject to any additional
taxes or other penalties under Section 409A of the Code, then unless the
Administrator specifically provides otherwise, such Award, Award agreement,
payment, transaction or other action or arrangement shall not be given effect to
the extent it causes such result and the related provisions of the Plan and/or
Award agreement will be deemed modified, or, if necessary, suspended in order to
comply with the requirements of Section 409A of the Code to the extent
determined appropriate by the Administrator, in each case without the consent of
or notice to the Participant.

      


      
        	
                3.  

              	
                Section
      4(b)(2) of the Plan is amended to read in its entirety as
      follows:

              


      

      


      (2)  Exercise
Price.  The Administrator
shall determine the exercise price of each Stock Option; provided, that each Award
requiring exercise must have an exercise price that is not less than the fair
market value of the Stock subject to the Award, determined as of the date of
grant.  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.


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      IN
WITNESS WHEREOF, Boston Scientific Corporation has caused this instrument to be
signed in its name and on its behalf by its duly authorized officer this ______
day of December, 2008.

       

      
        
          	 	BOSTON
      SCIENTIFIC CORPORATION	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name: Lawrence
      J. Knopf	 
	 	 	Title: Senior
      Vice President and Deputy General Counsel