DOMESTIC RELOCATION POLICY Tier 5 Executive Officer Homeowner EFFECTIVE JANUARY 2007 LAST UPDATED July 2012 Table of Contents MOBILITY PHILOSOPHY2 PURPOSE OF THE POLICY2 ELIGIBILITY2 APPLICATION OF THE POLICY3 ADMINISTRATION3 Getting Started3 Interpretation and Policy Changes3 Reimbursements and Payments4 RELOCATION PROVISIONS4 Lump Sum Payment for Temporary Living, Home search, and Miscellaneous Expenses4 New Home Search5 Departure Area Home Sale Assistance7 Duplicate Housing Costs9 Moving Household Goods10 Final Trip to New Area11 Spouse/Partner Career Assistance12 Cost of Living Allowance for High-Cost Areas12 POLICY PROVISION SUMMARY13 TAX SUMMARY14 ATTACHMENT: AGREEMENT TO REIMBURSE15

Boston Scientific Corporation, referred to as 'the Company' for the remainder of this document, believes that relocation supports the acquisition and development of employees whose superior technical skill or specialized knowledge deliberately enhance the Company's competitive advantage.

This Policy provides domestic relocation related information and guidelines for Boston Scientific Corporation employees and its subsidiaries ("Boston Scientific" or the "Company"). 

It is the Company's intention to provide transferees with assistance to minimize the expense and inconvenience of moving. This policy sets forth the relocation related expenses covered, the time requirements, and the services designed to help transferees complete their relocations as cost-effectively and as quickly as possible. To meet these objectives, the Company will cover certain, reasonable expenses associated with your relocation. The Company does not intend, however, to cover all the expenses that may be incurred by a transferee in the process of relocating.

For the relocation provisions of this policy to apply, certain criteria must be met:

Certain provisions of this policy also apply to your spouse (or domestic partner as defined by the Company's corporate policy) as well as to your dependents, per IRS guidelines.

This policy applies to full-time, exempt employees of the Company who are requested by the Company to complete permanent moves within the U.S. This policy does not apply to employee-initiated moves or temporary assignments.

The terms “transferee” and “employee” have the same meaning in this policy, and refer to any eligible current employee authorized for relocation under this policy.

The Company has retained Weichert Relocation Resources Inc. (WRRI), a leading Global Mobility Services firm headquartered in Morris Plains, New Jersey, to administer the policy on its behalf. All instructions, reimbursements, payments and services will be delivered through WRRI. Transferees are encouraged to address all relocation questions directly to WRRI.

Upon receipt of an Authorization from the Company, you will be assigned a Relocation Counselor who will contact you to begin the relocation process.

The Company has the sole authority to make determinations as to eligibility for relocation provisions, the amount of relocation provisions payable, the limits of “reasonable” with reference to expenses covered; and to make changes to this policy at any time. Interpretations and changes will be communicated to transferees through WRRI.

WRRI will oversee the auditing and payment of certain eligible relocation expenses and allowances, and the calculation of tax gross-ups, as applicable. Your Relocation Counselor is available to help you at each step of the relocation process and will be your single point of contact for all issues related to relocation expenses. No relocation expense or limit described in this document shall be viewed as an entitlement, and substitutions of one provision or reimbursement for another will not be allowed.

Lump sum payments will be disbursed as soon as possible after the effective date of your new position.

Transferees must submit expenses or requests for payments to WRRI on the Relocation Expense Report provided, and substantiate them with original receipts for all expenses over $25.00. Relocation Expense Reports should be submitted as expenses are incurred. All relocation expenses must be accounted for within one year of effective date of hire/transfer. Any portion of the relocation provision not used within the one-year period will be relinquished.

Reimbursement or payment checks will be mailed by WRRI approximately ten days from receipt of completed Relocation Expense Report, provided expenses are within policy and properly documented. If expenses must be adjusted or disallowed during the audit, the payment process may be delayed, but any such adjustment or disallowance will be explained to the transferee in writing.

To assist with certain major relocation expenses that are not directly reimbursed under policy, the Company will pay a lump sum amount. This amount may be used at the transferee's discretion, and is intended to offset expenses incurred in temporary living and in a variety of other relocation-related activities.

This lump sum payment has three parts: (1) Temporary Living (2) Homesearch and (3) Miscellaneous Expenses:

(1) Temporary Living payment (a computed amount) for up to 60 days:

Transferees should make every effort to plan their moves so that they can go directly from the old residence to the new residence with a minimum of temporary living. If it is necessary to live in temporary accommodations in the new area until the new residence is available, the Relocation Counselor will assist in identifying reasonable accommodations within commuting distance of the office.

Your Relocation Counselor will coordinate your home finding trip and arrange for reimbursement, direct billing or advancement of closing costs, as needed.

Home Search Services: Your Relocation Counselor will discuss your housing and community needs with you and will then set up a house hunting itinerary according to your schedule, and with your needs in mind. Work closely with your Relocation Counselor to make your home search trip a successful one.

Transferees are advised not to contact a real estate broker in the new area on their own, but to work with their Relocation Counselors in the search for new community and home. Your Relocation Counselor will provide real estate contacts, mortgage assistance through Company-preferred national lenders, and advance information on the new area -- as well as assistance in coordinating an effective house hunting itinerary.

Your Relocation Counselor will also be available to you during your home search trip to ensure that you are seeing the communities and homes you anticipated, and that your needs are being met by the selected real estate broker.

The allotment you receive will represent a calculated amount based on cost-of-living data for the temporary living portion, plus $7,500 for your miscellaneous expenses. This amount will be reported as taxable income to you and will be grossed up.

You are encouraged to plan your relocation wisely, keep records of expenses, and use the Relocation Counselor's services wherever possible.

You may be reimbursed for bi-weekly round trips home (maximum of four) while you are in temporary living and separated from your family. If you prefer, a family member may visit you instead. Any trip must be first approved by your Relocation Counselor and then booked by you through the Corporate Travel Department.

Home Purchase Expenses: If you are a homeowner in your current location and you purchase a home in the new location within one year of your effective date of hire/transfer, you may be eligible for reimbursement of certain expenses associated with the purchase of the home.

Expenses covered are reasonable and customary expenses required of a buyer, such as these:

Rate    Points Reimbursed

8% or lower    1% origination fee/0% discount points

8.01% to 10%    1% origination fee/1% discount point

10.01% or higher    1% origination fee/2% discount points

Be sure to consult your Relocation Counselor before agreeing to closing costs which may not be reimbursable.

Closing costs that are reimbursed will be included in your gross income, and will be grossed up for tax purposes; any loan origination fee/discount points covered will not receive a tax gross-up, but may be deductible from your income. Consult your Tax Advisor.

WRRI will provide home disposition assistance through the program outlined below:

Eligibility: The program applies to the transferee's principal residence only. Mobile homes, cooperative apartments, second homes, investment properties, homes atypical, homes with excess acreage; homes with hazardous or toxic materials that cannot be mitigated (asbestos, urea formaldehyde, toxic mold, radon gas, etc.); homes built with synthetic stucco, composition hardboard siding or masonite super board; are not covered. You must own at least a 50% interest in your property and it must be your primary residence. Your property must be in a residential zoned area. It must be marketable, insurable at standard rates for normal hazards of fire and extended coverage, and must qualify for financing. It must not be partially constructed in whole or in part, and must not require extensive repairs. You must be able to provide clear title.

The Company may, at its discretion, determine through professional consultation that a property is excluded from the program. Excluded properties may be eligible for reimbursement of reasonable and customary selling costs, and these costs will be grossed up for tax purposes.

The homeowner must follow carefully the instructions given by the Relocation Counselor. Failure to follow instructions can have significant tax implications to the Company. The Relocation Counselor will provide detailed instructions on the listing process.

Transferees are free to list with a broker of their own choosing provided the broker is approved by WRRI.

Your Responsibilities as Homeowner: Please note that in the selling of real estate you will be required to represent the condition of your property, particularly with regard to any defects, through disclosure statements and other documents.

Failure to represent your property honestly may constitute fraud. If the information you provide is less than complete and accurate, you will be held responsible for all expenses including legal fees involved in correcting the defect.

Marketing Assistance: Your Relocation Counselor will arrange for two real estate brokers to conduct market analyses of your home. The market analyses will be shared with you and will provide information on the salability of the property in the context of local market conditions. Transferees are encouraged to use this information to become familiar with the market, to set a realistic asking price, and to market aggressively.

On completion of the Market Analyses and discussion with the Relocation Counselor, the transferee will list the property with a WRRI-approved broker and include in the listing agreement the following exclusion clause:

If You Receive an Offer… Your Relocation Counselor will guide you in reviewing and approving offers from the market place. When you succeed in finding a prospective buyer, do not sign anything! Call your Relocation Counselor at once; your Relocation Counselor will qualify the buyer's offer for the program. If the offer qualifies, WRRI will provide you with a contract to purchase your property for the same amount as the prospective purchaser's offer. On your acceptance, WRRI will complete the purchase and pay you the amount of the purchaser's offer. WRRI will then assume responsibility for the property's ultimate closing with the buyer.

Guaranteed Sale/Amended Sale Program: If you are unsuccessful in attracting a buyer in the market place, you may wish to enter the Guaranteed Sale/Amended Sale option: Your Relocation Counselor will order two market value appraisals, to be conducted by independent fee appraisers, selected by you from an approved list. If the two values are within a 5% variance, they will be averaged to determine the Guaranteed Sale offer amount. (If the amount exceeds $1,000,000, an offer will not be made without the Company's senior management approval.) Your Relocation Counselor will present the offer to you, and it will remain valid for sixty (60) days, during which time you must continue to market your home and try to generate a higher offer.

If you receive an attractive offer from the market place, the Relocation Counselor must first qualify the offer for the Amended Sale program; WRRI will then “amend” its Guaranteed Sale offer to the outside offer amount. Upon your acceptance, WRRI will purchase the home from you at the “amended sale” amount. WRRI will conduct the property's ultimate closing with the buyer.

Certain property inspections may be required, depending on your home, area, and real estate practices; they will be explained and ordered by your Relocation Counselor.

If you are not successful in finding a buyer in the market place at the end of your 60-day offer period, you may accept the Guaranteed Sale option. WRRI will pay you the averaged appraisal amount and assume responsibility for the property.

You will have 60 days from the date of execution of your Contract of Sale with WRRI to vacate your home. You will be responsible for all maintenance, repairs, utilities, insurance, mortgage interest, loan payments, property taxes and all other encumbrances up to and including your vacate date or Contract-of-Sale date, whichever is later. When you vacate, you must leave your home in broom-clean condition.

Equity Loans: We do not offer loans to our Executive Officers.

Closing Costs: Under the WRRI Homesale Assistance Program, the Company will cover reasonable and customary seller's closing costs. These expenses typically include:

Do not agree to pay any concessions to the buyer such as, but not limited to, financing costs, repairs or improvements; these will not be covered.

If the transferring homeowner follows the proper protocol for the program, the expenses covered by the Company will not be treated as taxable income to the employee and therefore will not require gross-up protection.

Homeowners closing outside of the program for any reason may be reimbursed for reasonable closing costs; consult your Relocation Counselor.

Home Sale Bonus: If you succeed in negotiating the sale of your home such that you have a signed purchase agreement within sixty (60) days of your list date, you will earn an incentive payment equal to two percent (2%) of the sale price of your home. Your Relocation Counselor will arrange for you to receive payment on sale closing.

The Home Sale Bonus amount will be taxable income to you and taxes will be withheld from the payment. This amount will not be grossed up.

If you have closed on the sale of your new home but are still responsible for payments on your former home, you may be eligible for reimbursement of the following items for up to two months:

The amount reimbursed shall be based upon the lesser of the two housing payments for up to 60 day. Items not paid on a monthly basis (e.g., real estate taxes) will be prorated accordingly.

You will be required to complete a Relocation Expense Report with appropriate documentation of the expenses. No taxes are withheld at time of payment. An adjustment will be made at year end to include gross-up on the components that are not deductible, which are utilities, homeowner's insurance, and homeowner association dues.

WRRI will arrange and pay for the cost of moving transferees' household goods and personal effects; your Relocation Counselor will review with you the Company's policy in detail. An outline of the policy follows:

Shipment: Included in the service are packing, transportation, unpacking and full replacement value insurance. Unpacking means the opening of boxes by the mover, not the placement of items in the home.

Certain items will not be covered, for example:

Automobiles: You may ship up to two cars, as long as the distance to your new residence is over 250 miles. A rental car will be provided while your cars are in transit.

If you drive your car(s) you will be reimbursed at the prevailing corporate mileage rate for each of up to two cars you drive, provided you take the most direct route.

The expenses incurred to ship household goods are excludable from your gross income and therefore not subject to gross-up.

Storage: If storage is required, you will be covered for the following:

Costs covered for the first thirty days of storage are excludable from income and therefore not subject to tax gross-up.

Storage of goods may be extended, due to non-availability of housing or a delay in shipment of goods, with funding manager approval in 30 day increments up to a maximum of 120 days.

The cost of making the final trip from the old location to the new will be covered by the Company.

Transportation: Mileage (IRS guidelines) and tolls incurred in moving transferee and other household members to the new area will be reimbursed. If necessary, the Company will pay the actual air or train transportation coach class fare rather than automobile travel.

Lodging and Living Expenses: If you drive, reasonable lodging and meal expenses will be reimbursed for every day that you drive at least 350 miles by the most direct route. Receipts for travel, meals, lodging, telephone, etc., for expenses incurred by transferee and household members will be required. A maximum of five days' expenses will be reimbursed.

Final trip transportation costs except for meals and IRS-allowed mileage are excludable from income, non-taxable, and therefore not subject to gross-up. Reimbursed meal expenses, and mileage over the IRS limit will be treated as taxable and will be grossed up.

If your spouse/domestic partner is currently working full-time, he or she may be eligible for career assistance through a national career assistance agency. Your Relocation Counselor will arrange for your spouse or partner to receive consulting and advisory services up to a maximum of $1,500 in fees. WRRI will arrange to pay the agency directly.

This provision is designed to help spouses with successful career/job transitions in a new community. Following a personal needs assessment telephone call, a customized program is designed and delivered which may include:

Program components may also include assistance for those considering career changes, help for the spouse pursuing an executive career track or entrepreneurial ventures, and specific program tracks for teachers, health care professionals, administrative personnel and other professions.

The spouse employment consulting services provided through this provision do not guarantee employment. However, services provided do help spouses seek employment and enable them to understand the responsibilities and actions needed to obtain re-employment in a new location.

The spouse is eligible to utilize and complete this service within one full year from the transfer date. While fees are paid by the Company, the cost may be considered income. Therefore, the Company will gross up to cover any additional taxes related to this provision.

Homeowners whose cost of living increase at least 8% will be eligible to receive a cost of living allowance for up to four years. The amount of the cost of living allowance is determined by an external consulting firm.

The cost of living allowance will be granted over four years (48 months at two times the relevant index) as taxable income to the Employee with applicable taxes withheld. Below is one example of the payout. The actual payout will be determined by the lender, based on mortgage eligibility.

Cost of Living Allowance payments are subject to payback per terms of the Relocation Agreement if the employee terminates employment. Upon any termination, all Cost of Living allowance payments terminate.

Payments and reimbursements made to, or on behalf of, transferees through the Domestic Relocation Policy are subject to income tax regulations. The following chart identifies the tax status and gross-up treatment of provisions provided by this program:

Employee ID (New Hires: if you do not have your BSC ID, please use the last 4 digits of your SSN):