WWW.EXFILE.COM, INC. -- 13988 -- BOSTON SCIENTIFIC CORPORATION -- EXHIBIT 4.1 TO FORM 8-K


    EXHIBIT
      4.1

    

      This
        Security is a Registered Security in permanent global form within the meaning
        of
        the Indenture hereinafter referred to and is registered in the name of the
        Depositary or a nominee of the Depositary. This Security is exchangeable
        for
        Securities registered in the name of a person other than the Depositary or
        its
        nominee only in the limited circumstances described in the Indenture. Unless
        and
        until it is exchanged in whole or in part for Securities in definitive
        registered form, this Security may not be transferred except as a whole by
        the
        Depositary to the nominee of the Depositary or by a nominee of the Depositary
        to
        the Depositary or another nominee of the Depositary or by the Depositary
        or any
        such nominee to a successor Depositary or a nominee of such successor
        Depositary.

       

      Unless
        this Security is presented by an authorized representative of The Depository
        Trust Company (55 Water Street, New York, New York) to the issuer or its
        agent
        for registration of transfer, exchange or payment, and any Security issued
        is
        registered in the name of Cede & Co. or such other name as requested by an
        authorized representative of The Depository Trust Company and any payment
        hereon
        is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
        OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede
&
        Co., has an interest herein.

       

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        
          	No. 1 	CUSIP
                  No.:	
                  101137AF4

                
	 	ISIN No.:	
                  US101137AF47

                


        

      

      


      $400,000,000

      


      5.50%
        NOTE DUE 2015

      


      


      BOSTON
        SCIENTIFIC CORPORATION promises to pay

      to
        Cede
& Co. or registered assigns the principal sum of 

      FOUR
        HUNDRED MILLION DOLLARS ($400,000,000) on

      November
        15, 2015.

      


      Interest
        Payment Dates: May 15 and November 15 of each year, commencing May 15,
        2006.

      


      Regular
        Record Dates: May 1 and November 1.

      


      


      Reference
        is hereby made to the further provisions of this Security set forth on the
        reverse hereof, which further provisions shall for all purposes have the
        same
        effect as if set forth at this place.

      


      [SIGNATURE
        PAGE FOLLOWS]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


      IN
        WITNESS WHEREOF, the Company has caused this instrument to be duly
        executed.

      


       

      Dated:
        November ___, 2005

      
        	 	 	 
	 	BOSTON
                SCIENTIFIC CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
Name: 
                Milan Kofol 
	 	Title: 
                Vice President, Treasurer and Investor
                Relations


      

       

       

       

      [corporate
        seal]

       

      Attest:

       

      By:
        
        
          

        

      

      Name: 
        Lawrence
        J. Knopf

      Title: 
        Assistant Secretary 

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


      TRUSTEE’S
        CERTIFICATE OF AUTHENTICATION

       

      


       

      Dated:
        

       

      This
        is
        one of the Securities of the series designated therein referred to in the
        within-mentioned Indenture.

       

      
        	 	 	 
	 	
                J.P.
                  MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

                as
                  Trustee

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                
                  

                

                Authorized
                  Signatory 

              
	 	 


      

       

       

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      


      [REVERSE
        OF FORM OF SECURITY]

      


      BOSTON
        SCIENTIFIC CORPORATION

      


      


      5.50%
        NOTE DUE 2015

      


      1.  Interest.
        BOSTON
        SCIENTIFIC CORPORATION, a Delaware corporation (the “Company”), which definition
        shall include any successor thereto in accordance with the Indenture (as
        defined
        below), promises to pay, until the principal hereof is paid or made available
        for payment, interest on the principal amount set forth on the reverse side
        hereof at a rate of 5.50% per annum.
        Interest on the Securities will accrue from and including the most recent
        date
        to which interest has been paid or, if no interest has been paid, from November
        17, 2005 through but excluding the date on which interest is paid. Interest
        shall be payable in arrears on May 15 and November 15 of each year (each
        an
“Interest Payment Date”), commencing May 15, 2006. Interest will be computed on
        the basis of a 360-day year of twelve 30-day months.

       

      2.  Method
        of Payment.
        The
        Company will pay interest on the Securities to the Persons who are registered
        Holders of Securities at the close of business on the immediately preceding
        May
        1 and November 1 of each year (each, a “Regular Record Date”). Holders must
        surrender Securities to a Paying Agent to collect principal payments. The
        Company will pay principal, the Redemption Price and interest in money of
        the
        United States that at the time of payment is legal tender for payment of
        public
        and private debts. At the Company’s option, interest may be paid by check mailed
        to the registered address of the Holder or by wire transfer to an account
        designated by the Holder of this Security; provided, however, that so long
        as
        the Securities are registered in the name of The Depository Trust Company
        (“DTC”), or its nominee, all payments of principal, Redemption Price and
        interest in respect thereof will be made in immediately available
        funds.

       

      3.  Paying
        Agent and Security Registrar.
        Initially, J.P. Morgan Trust Company, National Association, will act as Paying
        Agent and Security Registrar. The Company may change any Paying Agent or
        Security Registrar without notice.

       

      4.  Indenture.
        The
        Company issued the Securities under an Indenture, dated as of November 18,
        2004
        (the “Indenture”), between the Company and J.P. Morgan Trust Company, National
        Association, as Trustee (the “Trustee”). This Security is one of an issue of
        Securities of the Company issued under the Indenture. The terms of the
        Securities include those stated in the Indenture and those made part of the
        Indenture by reference to the Trust Indenture Act of 1939 as amended from
        time
        to time (the “TIA”). The Securities are subject to all such terms, and Holders
        of the Securities are referred to the Indenture and the TIA for a statement
        of
        them. Capitalized terms used herein and not otherwise defined have the meanings
        set forth in the Indenture. The Securities constitute senior indebtedness
        of the
        Company and, as such, shall be general unsecured and unsubordinated obligations
        of the Company ranking equally with all of the Company’s unsecured and
        unsubordinated obligations. The Company may, subject to the terms of the
        Indenture and applicable law, issue additional Securities under the Indenture.
        The Securities issued on November 17, 2005 and any additional Securities
        subsequently issued shall be treated as a single class for all purposes of
        the
        Indenture. The Indenture limits the ability of 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      the
        Company to incur certain liens and to merge or consolidate with another entity
        or transfer all or substantially all of its property and assets.

       

      5.  Optional
        Redemption.
        The
        Securities are subject to redemption upon not less than 30 nor more than
        60 days
        notice mailed to the Holder, at any time prior to maturity as a whole or
        in
        part, at the election of the Company at a price equal to the greater of (i)
        100%
        of the principal amount of the Securities to be redeemed or (ii) as determined
        by a Quotation Agent, the sum of the present values of the remaining scheduled
        payments of principal and interest thereon (not including any portion of
        such
        payments of interest accrued to the date of redemption) discounted to the
        Redemption Date on a semiannual basis (assuming a 360-day year consisting
        of
        twelve 30-day months) at the Adjusted Treasury Rate plus 15 basis points,
        plus,
        in each case, accrued and unpaid interest on the Securities to the Redemption
        Date.

       

      “Adjusted
        Treasury Rate” means, with respect to any Redemption Date, the rate per year
        equal to the semiannual equivalent yield to maturity of the Comparable Treasury
        Issue, assuming a price for the Comparable Treasury Issue (expressed as a
        percentage of its principal amount) equal to the Comparable Treasury Price
        for
        such Redemption Date.

       

      “Comparable
        Treasury Issue” means the United States Treasury security selected by a
        Quotation Agent as having maturity comparable to the remaining term of the
        Securities to be redeemed that would be utilized, at the time of selection
        and
        in accordance with customary financial practice, in pricing new issues of
        corporate debt securities of comparable maturity to the remaining term of
        such
        Securities.

       

      “Quotation
        Agent” means the Reference Treasury Dealer appointed by the Trustee after
        consultation with Company.

       

      “Comparable
        Treasury Price” means, with respect to any Redemption Date, (1) the average of
        the Reference Treasury Dealer Quotations for such Redemption Date, after
        excluding the highest and lowest such Reference Treasury Dealer Quotations,
        or
        (2) if the Trustee obtains fewer than four such Reference Treasury Dealer
        Quotations, the average of all such quotations.

       

      “Reference
        Treasury Dealer” means (1) Deutsche
        Bank Securities Inc., J.P. Morgan Securities Inc. and UBS Securities
        LLC
        and
        their respective successors; provided,
        however,
        that,
        if any of the foregoing shall cease to be a primary United States Government
        securities dealer in the United States (a “Primary Treasury Dealer”), the
        Company shall substitute therefor another Primary Treasury Dealer; and (2)
        any
        other Primary Treasury Dealers selected by the Trustee after consultation
        with
        the Company.

       

      “Reference
        Treasury Dealer Quotations” means, with respect to each Reference Treasury
        Dealer and any Redemption Date, the average, as determined by the Trustee,
        of
        the bid and ask prices for the Comparable Treasury Issue (expressed in each
        case
        as a percentage of its principal amount) quoted in writing to the Trustee
        by
        such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding
        such Redemption Date.

       

      6.  Sinking
        Fund.
        No
        sinking fund is provided for the Securities.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.  Denominations,
        Transfer, Exchange.
        The
        Securities are in registered form without coupons in denominations of $1,000
        and
        integral multiples of $1,000. A Holder may transfer or exchange Securities
        in
        accordance with the Indenture. No service charge shall be made for any
        registration of transfer or exchange of Securities, but the Company may require
        payment of a sum sufficient to cover any tax or other governmental charge
        that
        may be imposed in connection with any registration of transfer or exchange
        of
        Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305
        of
        the Indenture not involving any transfer. 

       

      8.  Persons
        Deemed Owners.
        The
        registered Holder of a Security may be treated as the owner of it for all
        purposes.

       

      9.  Unclaimed
        Money.
        Subject
        to any applicable abandoned property laws, if money for the payment of principal
        or interest remains unclaimed for two years, the Trustee or Paying Agent
        will
        pay the money back to the Company at its written request. After that, Holders
        entitled to the money must look to the Company for payment as unsecured general
        creditors unless an “abandoned property” law designates another
        Person.

       

      10.  Amendment,
        Supplement, Waiver.
        The
        Company and the Trustee may, without the consent of the holders of any
        outstanding Securities, amend, waive or supplement the Indenture or the
        Securities for certain specified purposes, including, among other things,
        curing
        ambiguities, defects or inconsistencies, or making any other change that
        does
        not adversely affect the rights of any Holder in any material respect. Other
        amendments and modifications of the Indenture or the Securities may be made
        by
        the Company and the Trustee with the consent of the Holders of not less than
        a
        majority of the aggregate principal amount of the outstanding Securities
        affected, subject to certain exceptions requiring the consent of the Holders
        of
        each Security affected thereby.

       

      11.  Successor
        Corporation.
        When a
        successor corporation assumes all the obligations of its predecessor under
        the
        Securities and the Indenture and the transaction complies with the terms
        of
        Article 8 of the Indenture, the predecessor corporation, subject to certain
        exceptions, will be released from those obligations.

       

      12.  Defaults
        and Remedies.
        Events
        of Default are set forth in the Indenture. Subject to certain limitations
        in the
        Indenture, if an Event of Default (other than an Event of Default specified
        in
        Section 501(5) or Section 501(6) of the Indenture) occurs and is continuing,
        then the Holders of not less than 25% in aggregate principal amount of the
        Outstanding Securities may, or the Trustee may, declare the principal of,
        plus
        accrued interest, if any, to be due and payable immediately. If an Event
        of
        Default specified in Section 501(5) or Section 501(6) of the Indenture occurs
        and is continuing, the principal of and accrued interest on all of the
        Securities shall ipso facto become and be immediately due and payable without
        any declaration or other act on the part of the Trustee or any Holder. Holders
        of the Securities may not enforce the Indenture or the Securities except
        as
        provided in the Indenture. The Trustee may require indemnity reasonably
        satisfactory to it before it enforces the Indenture or the Securities. Subject
        to certain limitations, Holders of a majority in principal amount of the
        then
        Outstanding Securities may direct the Trustee in its exercise of any trust
        or
        power. The Company must furnish an annual compliance certificate to the
        Trustee.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      13.  No
        Recourse Against Others.
        A
        director, officer, employee, or stockholder, as such, of the Company or any
        of
        its Affiliates shall not have any liability for any obligations of the Company
        under the Securities or the Indenture or for any claim based on, in respect
        of
        or by reason of, such obligations or their creation. Each Holder of the
        Securities by accepting a Security waives and releases all such liability.
        The
        waiver and release are part of the consideration for the issue of the
        Securities.

       

      14.  Defeasance.
        The
        Indenture contains provisions (which provisions apply to this Security) for
        defeasance at any time of (a) the entire indebtedness of the Company in respect
        of this Security and (b) certain restrictive covenants and Defaults and Events
        of Default, in each case upon compliance by the Company with certain conditions
        set forth therein.

       

      15.  Authentication.
        This
        Security shall not be valid until the Trustee signs the certificate of
        authentication to this Security.

       

      16.  GOVERNING
        LAW.
        THE
        INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
        WITH THE LAWS OF THE STATE OF NEW YORK.

       

      The
        Company will furnish to any Holder of Securities upon written request and
        without charge a copy of the Indenture. Requests may be made to:

       

      BOSTON
        SCIENTIFIC CORPORATION 

      One
        Boston Scientific Place 

      Natick,
        Massachusetts 01760 

      Telephone:
        (508) 650-8000 

      Telecopy:
        (508) 650-8956

      Attention:
        Assistant General Counsel


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT
        FORM

      


      If
        you
        the holder want to assign this Security, fill in the form below and have
        your
        signature guaranteed:

      


      
        
          	
                  I
                    or we assign and transfer this Security to 

                	 


        

      

      
        	 


      

      (Insert
        assignee's social security or tax ID number) 

      
        
          	 


        

      

      
        
          	(Print
                  or type assignee's name, address and zip code) and irrevocably
                  appoint   	 


        

      

      agent
        to
        transfer this Security on the books of the Company. The agent may substitute
        another to act for him.

      
        	 


      

       

       

      Date:___________________________          Your
        signature:___________________________________________________

      (Sign
        exactly as your name appears on the other side of this Security)

      


      Signature
        Guarantee:_______________________________________________________________________________

      


      Signatures
        must be guaranteed by an “eligible guarantor institution” meeting the
        requirements of the Security Registrar, which requirements include membership
        or
        participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
        such other “signature guarantee program” as may be determined by the Security
        Registrar in addition to, or in substitution for, STAMP, all in accordance
        with
        the Securities Exchange Act of 1934, as amended.