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    EXHIBIT 10.2

    
 

    BOSTON
SCIENTIFIC CORPORATION

    401(k)
RETIREMENT SAVINGS PLAN

    


    SEVENTH
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:

    


    1. Effective
June 1, 2008, Section 8.1 is deleted in its entirety and replaced with the
following:

     

    "8.1                
      Severance
From Employment for Reasons Other Than Death.  Following a
Participant's severance from employment of an Affiliated Employer for any reason
other than death, the Participant will receive the vested portion of his or her
Accounts in cash (or, effective June 1, 2008, if any portion of the
Participant’s vested Accounts is invested in the Company Stock fund, in shares
of Company Stock) or, if the Participant elects and the value of such portion
exceeds $5,000, in monthly, quarterly, semi-annual, or annual installments,
fixed installments or variable installments over a period certain not to exceed
the Participant's life expectancy or  the joint life and last survivor
expectancy of the Participant and his or her Beneficiary.  An election
to receive monthly, quarterly, semi-annual, or annual installment distributions
in lieu of a single sum, and the period over which such installments are to be
made, shall be made by the Participant on a form approved by the
Committee.  Notwithstanding the foregoing, for Plan Years beginning on
or after January 1, 2002, the installment options described above shall be
available only with respect to a Participant whose annuity starting date is
earlier than the earlier of (i) the 90th day
after notice that such benefit forms will no longer be available is provided in
accordance with Regulation section 1.411(d)-4, Q&A-2(e)(1) and (ii) the
first day of the second Plan Year following the Plan Year in which the form of
optional benefit is eliminated by amendment.”

     

    2. Effective
June 1, 2008, Section 8.2 is deleted in its entirety and replaced with the
following:

     

    "8.2.                      Time of
Distributions.  Distribution with
respect to a Participant's severance from employment for any reason other than
death will be made in accordance with this Section 8.2.

     

    (a)           If
the Participant has attained Normal Retirement Age or the vested portion
of the Participant’s Accounts is valued at $5,000 or less (or, effective March
28, 2005, valued at $1,000 or less), distribution of such vested portion will be
made in cash (or, effective June 1, 2008, if any portion of the Participant’s
vested Accounts is invested in the Company Stock fund, in shares of Company
Stock) as soon as practicable after severance from employment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)           Effective
March 28, 2005, if the Participant has not yet attained Normal Retirement Age
and the vested portion of the Participant’s Accounts is valued in excess of
$1,000 but less than or equal to $5,000, the Participant may elect to receive
distribution of the vested portion of his or her Accounts in cash (or, effective
June 1, 2008, if any portion of the Participant’s vested Accounts is invested in
the Company Stock fund, in shares of Company Stock) or to have such amount
distributed directly to an eligible retirement plan in accordance with
Section 8.6.  In the event that the Participant fails to make such an
election pursuant to the procedures provided by the Committee, the Committee
will distribute the vested portion of the Participant’s Accounts in a direct
rollover to an individual retirement plan designated by the
Committee.

     

    (c)           If
the Participant has not yet attained Normal Retirement Age and the vested
portion of the Participant’s Accounts is valued in excess of $5,000,
distribution of such vested portion may not be made under this paragraph
unless

     

    (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

     

    (ii)          the
Participant consents to the distribution in writing after the information
described above has been provided to him or her, and files such consent with the
Committee.

     

    Notwithstanding
the foregoing, such distribution may commence less than 30 days after the
required notification described above is given, provided that (i) the Committee
clearly informs the Participant that the Participant has a right to a period of
at least 30 days after receiving the notice to consider whether or not to elect
a distribution; and (ii) the Participant, after receiving the notice, elects a
distribution.

    


    For
purposes of this Section 8.2, the vested portion of a Participant’s Accounts
will be considered to be valued in excess of $1,000 or $5,000, as the case may
be, if the value of the vested portion of such Accounts (excluding Rollover
Contributions and any earnings thereon) exceeds such amount at the time of the
distribution in question.  Distribution under this Section in all
events will be made no later than the 60th day after the close of the Plan Year
in which occurs the later of the Participant's severance from employment or the
Participant's attainment of the Normal Retirement
Age.  Notwithstanding the foregoing, periodically the Committee will
distribute the vested portion of terminated Participants’ Accounts that no
longer have a value in excess of $1,000, and will cause the direct rollover to
individual retirement plans of the vested portion of terminated Participants’
Accounts that are valued in excess of $1,000 but less than or equal to
$5,000.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. Effective
June 1, 2008, Section 8.4 is deleted in its entirety and replaced with the
following:

     

    "8.4                      Distributions After a
Participant's Death.

     

    (a)           Death Prior to Severance
From Employment. If a Participant dies prior to his or her severance from
the service of the Participating Employers, the Participant's Beneficiary will
receive the Participant's Accounts in either of the following forms, as elected
by the Beneficiary on a form approved by the Committee:

     

     (i)  in
cash (or, effective June 1, 2008, if any portion of the Participant’s vested
Accounts is invested in the Company Stock fund, in shares of Company Stock) as
soon as practicable following the Participant's death (but in no event later
than December 31 of the calendar year following the year of the Participant's
death); or

     

     (ii)  in
monthly, quarterly, semi-annual, or annual installments over a period certain
not to exceed the life expectancy of the Beneficiary, such installments to begin
not later than December 31 of the calendar year following the year of the
Participant's death and to be made in amounts determined in the same manner as
under Section 8.3(b) above.

     

    (b)           Death After Severance From
Employment. If a Participant dies after severance from employment but
before the complete distribution of his or her Accounts has been made, the
Participant's Beneficiary will receive the vested portion of the Participant's
Accounts.  Distribution will be made in cash (or, effective June 1,
2008, if any portion of the Participant’s vested Accounts is invested in the
Company Stock fund, in shares of Company Stock) as soon as practicable following
the Participant's death (but no later than December 31 of the calendar year
following the year of the Participant's death) provided, however, that if
distribution to the Participant had begun following his or her severance from
employment in a form elected by the Participant, distribution will continue to
be made to the Beneficiary at least as rapidly in such form unless the
Beneficiary elects to receive the distribution in cash (or, effective June 1,
2008, if any portion of the Participant’s vested Accounts is invested in the
Company Stock fund, in shares of Company Stock) as soon as practicable following
the Participant's death.  Any such election must be made on a form
approved by the Committee and must be received by the Committee within such
period following the Participant's death as the Committee may
prescribe.

     

    Any
distribution to a Beneficiary under this Section shall be determined as of the
Valuation Date that authorized distribution directions are received by the
Trustee.”

    


    4. Effective
January 1, 2008, subsection (c) of Section 11.2 is deleted in its entirety and
replaced with the following:

     

    “(c)                    Except
as permitted by Code section 414(v), the annual additions made on behalf of the
Participant for any limitation year, when added to the annual additions, if any,
to his or her account for such year under all other plans maintained by the
Affiliated Employers (as determined under Regulation section 1.415(f)-1), shall
not exceed the lesser of (i) the dollar limit under Code section 415(c)(1)(A),
as adjusted for increases in the cost of living under Code section 415(d), or
(ii) 100 percent of the Participant’s Compensation 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    for such
limitation year from the Affiliated Employers.  The compensation limit
referred to in (ii) above shall not apply to an individual medical benefit
account (as defined in Code section 415(l)) or a post-retirement medical
benefits account for a key employee (as defined in Code section
419A(d)(1)).”

     

    5. Effective
January 1, 2008, subsection (f) of Section 11.2 is deleted in its entirety and
replaced with the following:

     

    “(f)                    Return of excess
contributions.  If, as a result of a reasonable error in
estimating a Participant's Compensation for a Plan Year or limitation year, a
reasonable error in determining the amount of elective deferrals (within the
meaning of Code section 402(g)(3)) that may be made with respect to any
individual under the limits of Code section 415, or under such other facts and
circumstances as may be permitted under regulation or by the Internal Revenue
Service, the annual addition under the Plan for a Participant would cause the
Code section 415 limitations for a limitation year to be exceeded, the excess
amounts shall be corrected as determined by the Committee in a manner permitted
under the correction programs under Revenue Procedure 2008-50 or other
subsequently offered Internal Revenue Service correction programs.”

     

    6. Effective
January 1, 2008, Section 14.8 is deleted in its entirety and replaced with the
following:

     

                  "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 a severance plan, amounts received upon
the exercise of options to purchase Company Stock, and moving
expenses.  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 and prior to the Participant’s severance from
employment, except as provided in Regulation section
1.415(c)-(2)(e)(3).  For all purposes under the Plan, Compensation for
any individual will be limited for any Plan Year as provided under Code section
401(a)(17).  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.  For a Participant's initial year of participation in the Plan,
Compensation will be recognized for the entire Plan Year."

     

    7. Effective
January 1, 2008, Section 14.21 is deleted in its entirety and replaced with the
following:

     

                 
"14.21         
         'Leased Employee' means
any person who is not an employee of a Participating Employer (including, for
purposes of this paragraph, Affiliated Employers) and who provides services to
the Participating Employer, provided that (i) the services are provided
pursuant to an agreement between the Participating Employer and any other person
("leasing organization"); (ii) the person has performed the services for
the Company on a substantially full-time basis for a period of at least 1 year;
and (iii) the services are performed under the primary direction and
control of the Participating Employer; provided that, an individual shall not be
considered a Leased Employee of the Participating Employer if (i) the
employee is covered by a money purchase plan maintained by the leasing
organization providing:  (1) a nonintegrated employer
contribution rate of at least 10 percent of "compensation," as that term is
defined in Section 14.8(a), (2) immediate participation, and (3) full
and immediate vesting; and (ii) leased employees do not constitute more
than 20 percent of the Participating Employer’s non-highly compensated
workforce.”

     

    8. Effective
June 1, 2008, Schedule A is amended by adding Guidant Corporation as a
Participating Employer under the Plan, which corporation’s state of
incorporation is Indiana.

     

    9. Effective
June 1, 2008, Schedule B is amended by adding a new Section 13 which Section
reads in its entirety as follows:

     

    “13.                      The Guidant Employee Savings
and Stock Ownership Plan

    


    Effective
as of the close of June 1, 2008, The Guidant Employee Savings and Stock
Ownership Plan and Trust (the “Guidant ESSOP”) shall be merged into this
Plan.

    


    Special
Participation rules (Section 2.1(c)): Yes

    


    (i)  Any
individual who is a participant in the Guidant ESSOP on May 31, 2008 shall
become a Participant in the Plan as of June 1, 2008.

    


    (ii)  Any
individual who is an active employee of Guidant Corporation on May 31, 2008, but
who has not yet become a participant in the Guidant ESSOP as of such date, shall
become eligible to participate in the Plan as of June 1, 2008 and shall be
subject to the Plan’s automatic election rules under Section 3.2.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (iii)  Each
other employee of Guidant Corporation shall be subject to the Plan’s general
participation rules under Section 2.1.

    


    Special
Matching Contribution Rules (Section 3.3):  Yes

    


    In order
to allocate the Financed Shares remaining in the Guidant ESSOP’s Suspense
Account (as such terms are defined in the Guidant ESSOP) solely to individuals
who were participants in the Guidant ESSOP as of May 31, 2008, all Matching
Contributions under this Plan to individuals who were participants in the
Guidant ESSOP as of May 31, 2008 shall be made in Shares instead of cash until
such time as the Financed Shares are exhausted; provided, however, that any
Participants in the Plan who receive Matching Contributions in the form of
Shares shall have the same diversification rights with respect to such Shares as
provided in Sections 5.06(b) and 19.14(b) of the Guidant ESSOP as in effect on
May 31, 2008.  This portion of the Plan shall be deemed to be an
employee stock ownership plan under Code section 4975(e)(7) and ERISA
section 407(d)(6), and shall be administered in a manner consistent with
the requirements applicable thereto, including without limitation those
applicable to Shares purchased with the proceeds of an Exempt Loan.

    


    Special
Rules re allocation of transferred accounts

    (Section
4.6(a)):  Yes

    


    In order
to administer special in-service withdrawal, diversification and distribution
options with respect to Minimum Matching Contributions, Additional Matching
Contributions and Basic Contributions made to Guidant ESSOP Participants’ ESOP
Accounts (as such terms are defined in the Guidant ESSOP as of May 31, 2008),
such amounts (and earnings thereon) shall be transferred into separate accounts
or subaccounts under this Plan.

    


    Special
Vesting rules (Sections 5.6 and 14.40):  Yes

    


    Any
individual who is a participant in, and who has a forfeitable interest under,
the Guidant ESSOP as of May 31, 2008 shall, as of the date on which he or she
returns to the employ of an Affiliated Employer, have a 100% nonforfeitable
interest in the portions of his or her Accounts under this Plan that are
attributable to the transfer of such forfeitable interest; provided, that such
return to the employ of an Affiliated Employer occurs prior to the date on which
the individual incurs (or would have incurred) five consecutive One Year Periods
of Severance within the meaning of Sections 10.01(a) and 19.08(b) of the Guidant
ESSOP.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Special
in-service withdrawal rules (Section 6.10(a)):  Yes

    


    The
Guidant ESSOP PAYSOP, ESOP Pre-Split Matching, Company Matching, Intermedics
Matching Accounts (as such terms are defined in the Guidant ESSOP as of May 31,
2008) may be withdrawn in-service at any time, but not more than once per
year.

    


    Post-retirement,
pre-distribution withdrawals shall be permitted consistent with Sections
10.01(b)(3) and 19.13(d) of the Guidant ESSOP as of May 31, 2008.

    


    QJSA
rules applicable (Section 8.7):  No

    


    Optional
forms of payment to preserve

    (Sections
8.1 and 8.7):  Yes

    


    Distributions
rights that were applicable to a Participant’s ESOP Account, if any, under the
Guidant ESSOP, as of May 31, 2008, shall continue to apply to the portion of
such Participant’s Account under this Plan that is attributable to the transfer
of his or her ESOP Account from the Guidant ESSOP.

    


    Special
Normal Retirement Agreement (Section 14.23):  Yes

    


    The
Normal Retirement Age shall be age 65 with respect to a Participant’s accounts
transferred from the Guidant ESSOP.”

    


    *  *  *  *  *

     

    


    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: 
      ____________________________