0001047469-06-002665 Sample Contracts

TRANSACTION AGREEMENT
Transaction Agreement • March 1st, 2006 • Boston Scientific Corp • Surgical & medical instruments & apparatus • New York

TRANSACTION AGREEMENT, dated as of January 8, 2006 (this "Agreement"), between BOSTON SCIENTIFIC CORPORATION, a Delaware corporation ("Boston Scientific"), and ABBOTT LABORATORIES, an Illinois corporation ("Abbott").

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AMENDMENT NO. 2 TO TRANSACTION AGREEMENT
Transaction Agreement • March 1st, 2006 • Boston Scientific Corp • Surgical & medical instruments & apparatus • New York

THIS AMENDMENT NO. 2 TO TRANSACTION AGREEMENT (this "Amendment"), dated as of January 16, 2006, between BOSTON SCIENTIFIC CORPORATION, a Delaware corporation ("Boston Scientific"), and ABBOTT LABORATORIES, an Illinois corporation ("Abbott").

Form of Boston Scientific Corporation 2003 Long-Term Incentive Plan Deferred Stock Unit Award Agreement February 28, 2006 BOSTON SCIENTIFIC CORPORATION
Deferred Stock Unit Award Agreement • March 1st, 2006 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Agreement, dated as of the 28th day of February, 2006 (the "Grant Date"), is between Boston Scientific Corporation, a Delaware corporation (the "Company"), and James R. Tobin the "Participant", an employee of the Company or any of its affiliates or subsidiaries. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Company's Long-Term Incentive Plan set forth on the Signature Page of this Agreement (the "Plan").

Form of Boston Scientific Corporation 2000 Long-Term Incentive Plan Deferred Stock Unit Award Agreement February 28, 2006 BOSTON SCIENTIFIC CORPORATION
Deferred Stock Unit Award Agreement • March 1st, 2006 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Agreement, dated as of the 28th day of February 2006 (the "Grant Date"), is between Boston Scientific Corporation, a Delaware corporation (the "Company"), and James R. Tobin (the "Participant"), an employee of the Company or any of its affiliates or subsidiaries. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Company's Long-Term Incentive Plan set forth on the Signature Page of this Agreement (the "Plan").

AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Agreement and General Release of All Claims • March 1st, 2006 • Boston Scientific Corp • Surgical & medical instruments & apparatus • Massachusetts

This Agreement and General Release of All Claims ("Agreement") is entered into by and between James H. Taylor, Jr. ("You" or "Employee") and Boston Scientific Corporation ("Boston Scientific") as of the latest date of execution by the parties to this Agreement. This Agreement shall not become final or effective until the Effective Date (as defined in Paragraph 6(d), below). This Agreement supersedes and cancels any prior employment agreements or arrangements You may have entered into with Boston Scientific except for the Employee Agreement signed by You on August 5, 1999 ("Employee Agreement") and attached hereto as Attachment 1. Your obligations under the Employee Agreement shall be in addition or complementary to and shall not be superseded by this Agreement. However, if there is any conflict in terms between this Agreement and the Employee Agreement, the terms of this Agreement prevail.

AMENDMENT NO. 1 TO TRANSACTION AGREEMENT
Transaction Agreement • March 1st, 2006 • Boston Scientific Corp • Surgical & medical instruments & apparatus • New York

THIS AMENDMENT NO. 1 TO TRANSACTION AGREEMENT (this "Amendment"), dated as of January 16, 2006, between BOSTON SCIENTIFIC CORPORATION, a Delaware corporation ("Boston Scientific"), and ABBOTT LABORATORIES, an Illinois corporation ("Abbott").

AMENDMENT NO. 3 TO TRANSACTION AGREEMENT
Transaction Agreement • March 1st, 2006 • Boston Scientific Corp • Surgical & medical instruments & apparatus • New York

THIS AMENDMENT NO. 3 TO TRANSACTION AGREEMENT (this "Amendment 3"), dated as of February 22, 2006, between BOSTON SCIENTIFIC CORPORATION, a Delaware corporation ("Boston Scientific"), and ABBOTT LABORATORIES, an Illinois corporation ("Abbott").

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