EXHIBIT 10.1
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                          BOSTON SCIENTIFIC CORPORATION
                         401(K) RETIREMENT SAVINGS PLAN

                             FORM OF THIRD AMENDMENT

         Pursuant to Section 10.1 of the Boston Scientific Corporation 401(k)
Retirement Savings Plan as amended and restated effective January 1, 2001 (the
"Plan"), and as further amended from time to time, Boston Scientific Corporation
hereby amends the Plan as follows:

         1. Effective July 1, 2004, Section 2.1 is amended by deleting such
Section in its entirety and substituting the following:

         "2.1 DATE OF PARTICIPATION.

                  (a) Any individual who was a Participant on June 30, 2004 and
         is an Eligible Employee on July 1, 2004 will, subject to Section 2.2,
         continue to be a Participant.

                  (b) Any other individual will become a Participant on the
         Entry Date coinciding with or next following the latest of

                           (1) July 1, 2004;

                           (2) the date on which he or she becomes an Eligible
                               Employee;

                           (3) the date on which he or she attains age 18; and

                           (4) the 30th day after the date he or she completes
                               an Hour of Service;

         provided that (i) he or she is an Eligible Employee on such Entry Date
         and (ii) he or she has in effect on such Entry Date a compensation
         reduction authorization described in Section 3.2 which was submitted in
         the manner prescribed by the Committee. Unless otherwise provided by
         the Committee, an Employee who has satisfied the requirements of (1),
         (2), (3) and (4) above, but who has failed to satisfy the requirements
         of (i) or (ii) above, will become a Participant on the first Entry Date
         coinciding with or next following the date on which the requirements of
         both (i) and (ii) are satisfied. Notwithstanding the foregoing, an
         Employee who has satisfied the requirements of (2) and (3) above, but
         has not satisfied the other requirements of this subsection (b) will
         become a Participant on the date that a Special Discretionary
         Contribution is made to the Plan on his or her behalf pursuant to
         Section 3.14.

                  (c) Unless otherwise provided in Schedule B, in the event the
         Plan Sponsor acquires a business of another employer, through an
         acquisition of either assets or stock, an Employee who was employed by
         such other employer immediately prior to such acquisition shall have
         his or her prior service with such other employer taken into account,
         as if it were service with an Affiliated Employer, for purposes of
         (b)(4) above and Section 14.14(b).

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                  (d) An Employee who, immediately before becoming an Eligible
         Employee, has a contribution agreement in effect with an Affiliated
         Employer under a separate plan described in section 401(k) of the Code
         shall become a Participant on the payroll date coinciding with or next
         following the date he or she becomes an Eligible Employee, provided
         that he or she has a compensation reduction authorization in effect on
         such payroll date."

         2. Effective January 1, 2005, Section 3.3 is amended by deleting such
Section in its entirety and substituting the following:

         "3.3 MATCHING CONTRIBUTIONS.

                  (a) On a bi-weekly basis, each Participating Employer will
         make a Matching Contribution to the Trust for the benefit of each
         Participant on whose behalf it made Elective Contributions for the
         period. The amount of Matching Contribution made by a Participating
         Employer for the period shall be equal to (i) 200% of the Elective
         Contributions made on behalf of the Participant for the period which do
         not exceed 2% of the Participant's Compensation for the period, plus
         (ii) 50% of the Elective Contributions made on behalf of the
         Participant for the period which exceed 2% but do not exceed 6% of the
         Participant's Compensation for the period. For purposes of this Section
         3.3, catch-up Elective Contributions described in Section 3.1 shall not
         be taken into account.

                  (b) If (i) a Participant is an Eligible Employee on the last
         day of the Plan Year, and (ii) the aggregate Matching Contributions
         made by his or her Participating Employer under paragraph (a) above to
         the Trust for the benefit of such Participant with respect to such Plan
         Year are less than the lesser of (1) 200% of the Participant's Elective
         Contributions for such Plan Year which do not exceed 2% of the
         Participant's Compensation for such Plan Year plus 50% of the
         Participant's Elective Contributions for such Plan Year which exceed 2%
         but do not exceed 6% of the Participant's Compensation for such Plan
         Year, and (2) 6% of such Participant's Compensation for such Plan Year,
         then the Participating Employer shall make a further contribution to
         the Trust, for the benefit of such Participant, to be credited to his
         or her Matching Contribution Account, such that the aggregate Matching
         Contributions made by the Participating Employer for the benefit of
         such Participant for the Plan Year under this Section shall equal the
         lesser of the amounts set forth in clauses (1) and (2) above."

         3. Effective January 1, 2004, Article 3 is amended by adding a new
Section 3.14 which reads in its entirety as follows:

         "3.14 SPECIAL DISCRETIONARY CONTRIBUTION. For the Plan Year ending on
December 31, 2004, the Participating Employers shall contribute to the Plan a
Discretionary Contribution solely in accordance with this Section 3.14,
notwithstanding any provision in Section 3.4 to the contrary (such Discretionary
Contribution made pursuant to this Section to be referred to as the "Special
Discretionary Contribution").

                  (a) The Special Discretionary Contribution shall be made in
         cash and shall be credited to the Accounts of Employees who:

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                           (i) are Eligible Employees on the last day of the
                  Plan Year, or

                           (ii) have ceased to be Eligible Employees during the
                  Plan Year by reason of severance from employment after
                  attaining age 62 or on account of death or Disability;

         provided, however, that each such Employee (x) satisfies the age
         requirement of Section 2.1(b)(3) as of the last day of the Plan Year
         (or satisfied such age requirement as of the date of death, severance
         from employment, or Disability, if applicable under clause (ii) of this
         sentence), and (y) is not a nonresident alien who has no United States
         source income.

                  (b) The amount of any such Special Discretionary Contribution
         to be allocated and credited to the Discretionary Contribution Account
         of each Employee described in subsection (a) of this Section 3.14 shall
         be determined according to the following formula:

                                     3% x C x Y

         where C means such Employee's Compensation for the Plan Year ending on
         December 31, 2004, and Y means one-twelfth of the Employee's number of
         complete months of service with an Affiliated Employer, determined at
         the close of the Plan Year ending on December 31, 2004. For purposes of
         determining an Employee's months of service under the immediately
         preceding sentence, an Employee who was employed by a business or
         employer that the Plan Sponsor acquired through the acquisition either
         of assets or stock shall have his or her prior service with such other
         employer taken into account as if it were service with an Affiliated
         Employer, provided that such Employee was employed by such other
         employer immediately prior to such acquisition. The amount allocated
         hereunder to any Employee shall be reduced to the extent necessary to
         satisfy the limitation of Section 11.2, and to prevent the allocation
         from exceeding $41,000, and the excess shall not be reallocated to any
         other Employee."

         4. Effective January 1, 2004, subsection (c) of Section 14.8 is amended
by adding the following sentence at the end thereof:

         "Notwithstanding the foregoing provisions of this subsection (c),
         solely for purposes of allocating the Special Discretionary
         Contribution under Section 3.14 for the Plan Year ending December 31,
         2004, Compensation shall not include commissions actually paid to any
         Employee for such Plan Year, but shall include an amount equal to the
         average annual aggregate commissions paid to any Employee for the three
         Plan Years ending in 2002, 2003, and 2004."



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         IN WITNESS WHEREOF, Boston Scientific Corporation has caused this
amendment to be executed in its name and on its behalf this ___ day of
___________, 2004.


                                          BOSTON SCIENTIFIC CORPORATION



                                          By:  __________________________

                                          Title:  _______________________



























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