WWW.EXFILE.COM, INC. -- 13988 -- BOSTON SCIENTIFIC CORPORATION -- EXHIBIT 4.2 TO FORM 8-K


    EXHIBIT
      4.2

    

    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.:	
                  101137AE7

                
	 	ISIN No.:	
                  US101137AE71

                


        

      

      
 

    

    


    $350,000,000

    


    6.25%
      NOTE DUE 2035

    


    


    BOSTON
      SCIENTIFIC CORPORATION promises to pay

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

    THREE
      HUNDRED FIFTY MILLION DOLLARS ($350,000,000) on

    November
      15, 2035.

    


    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

    


    


    6.25
      %
      NOTE DUE 2035

    


    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 6.25% 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 25 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.