0000950123-10-101570 Sample Contracts

Boston Scientific Corporation 2003 Long-Term Incentive Plan (As Amended and Restated June 1, 2008) Deferred Stock Unit Award Agreement Month dd, yyyy [Employee’s Name] (“Participant”) EMPLOYEE COPY PLEASE RETAIN FOR YOUR RECORDS
Stock Unit Award Agreement • November 5th, 2010 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Deferred Stock Unit Award Agreement (the “Agreement”), dated ddth day of Month, yyyy (the “Grant Date”), is between you and Boston Scientific Corporation, a Delaware corporation, (the “Company”) in connection with the Award of Deferred Stock Units by the Committee under the Boston Scientific Corporation 2003 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the same meaning as assigned to them in the Plan. The applicable terms and conditions of the Plan are incorporated into and made a part of this Agreement.

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AMENDMENT #4 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • November 5th, 2010 • Boston Scientific Corp • Surgical & medical instruments & apparatus • New York

THIS AMENDMENT #4 TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into by the undersigned parties as of October 29, 2010 with respect to the Amended and Restated Credit and Security Agreement dated as of November 7, 2007 by and among Boston Scientific Funding LLC, a Delaware limited liability company (“Borrower”), Boston Scientific Corporation (“BSC”), a Delaware corporation, as initial Servicer, Old Line Funding, LLC, a Delaware limited liability company (“Old Line”), Victory Receivables Corporation, a Delaware corporation (“Victory”), Liberty Street Funding LLC, a Delaware limited liability company (“Liberty Street”), The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, individually as a Liquidity Bank for Victory and as Victory Agent, The Bank of Nova Scotia, individually and as a Liquidity Bank for Liberty Street and as Liberty Street Agent (in such capacity, “Liberty Street Agent”), and Royal Bank of Canada, a Canadian chartered bank acting

Boston Scientific Corporation 2003 Long-Term Incentive Plan (As Amended and Restated June 1, 2008) Non-Qualified Stock Option Agreement Month dd, yyyy [Employee’s Name] (“Optionee”) EMPLOYEE COPY PLEASE RETAIN FOR YOUR RECORDS
Qualified Stock Option Agreement • November 5th, 2010 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Non-Qualified Stock Option Agreement (the “Agreement”), dated ddth day of Month , 2010 (the “Grant Date”), is between you and Boston Scientific Corporation, a Delaware corporation, (the “Company”) in connection with the Non-Qualified Stock Option Award granted to you by the Company. This Agreement sets forth the terms and conditions relating to your Stock Option pursuant to the Boston Scientific Corporation 2003 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the same meaning as assigned to them in the Plan. The applicable terms and conditions of the Plan are incorporated into and made a part of this Agreement.

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