0000950123-09-070623 Sample Contracts

Contract
Security Agreement • December 14th, 2009 • Boston Scientific Corp • Surgical & medical instruments & apparatus • New York

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.

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Contract
Security Agreement • December 14th, 2009 • Boston Scientific Corp • Surgical & medical instruments & apparatus • New York

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.

BOSTON SCIENTIFIC CORPORATION Debt Securities UNDERWRITING AGREEMENT-BASIC PROVISIONS
Underwriting Agreement • December 14th, 2009 • Boston Scientific Corp • Surgical & medical instruments & apparatus • New York

In addition, such opinion shall also contain a statement that such counsel has participated in discussions concerning preparation of the Registration Statement, the Disclosure Package and the Final Prospectus with certain officers and employees of the Company, with its auditors and with your representatives and counsel. In such counsel’s opinion, each of the Registration Statement, the Disclosure Package and the Final Prospectus (other than the financial statements and other financial data contained therein or omitted therefrom and the Trustee’s Statement of Eligibility on Form T-1, as to which it shall express no opinion) appears on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.

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