Form of Boston Scientific Corporation 2003 Long-Term Incentive Plan Non-Qualified Stock Option Agreement July 1, 2005 PREPARED FOR: [Name]

specified by the Corporation, subject to Optionee's payment in full of the Option Shares to be exercised. Notice of exercise of all portions of the Option being exercised along with payment in full of the Exercise Price for such portion must be received by the Corporation or its designee on or prior to the last day of the Option term, as set forth in Section II above, except as provided in Section IV below.

Upon the Corporation's determination that there has been a valid exercise of the Option, the Corporation shall issue certificates in accordance with the terms of this Agreement, or cause the Corporation’s transfer agent to make the necessary book entries, for the shares subject to the exercised portion of the Option. However, the Corporation shall not be liable to the Optionee, the Optionee's personal representative, or the Optionee's successor(s)-in-interest for damages relating to any delays in issuing the certificates or in making book entries, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in making book entries, or in the certificates themselves.

Upon the Optionee's termination of employment for reasons of death or Disability, all remaining unexercised portion(s) of the Option shall immediately vest and become exercisable by the Optionee or the Optionee's appointed representative, as the case may be, until the expiration of term of the Option, or such other term as the Committee may determine at or after grant, provided that such exercise period does not extend beyond the original term of the Option and no portion of the Option shall become vested earlier than six (6) months from the date of grant.

For purposes of this Agreement, upon the Optionee's Retirement, non-vested portions of the Option will immediately vest and become exercisable by the Optionee until the expiration of the term of the Option as follows: (i) if Optionee retires during the period beginning on the first day following the sixth month anniversary of the date of grant (January 1, 2006) through the first anniversary of the date of grant (July 1, 2006), 33% of the Option granted hereunder shall immediately vest and become exercisable by the Optionee, (ii) if Optionee retires during the period beginning on the first day of the second year following the date of grant (July 2, 2006) through the second anniversary of the date of grant (July 1, 2007), 67% of the Option granted hereunder shall immediately vest and become exercisable by the Optionee, or (iii) if Optionee retires on or after the first day of the third year following the date of grant (July 2, 2007), all remaining unexercised and non-vested portions of the Option will immediately vest and become exercisable by the Optionee.

Upon termination of the Optionee's employment for reasons other than for Cause or those set forth above, the Optionee shall have the shorter of (i) twelve (12) months from the date of termination or (ii) the remaining term of the Option, to exercise all vested, unexercised portion(s) of the Option. Upon termination of the Optionee's employment for reasons other than for Cause, all non-vested unexercised portions of the Option shall lapse; provided that the Committee, in its sole discretion, may extend the exercise period and/or accelerate vesting of unvested portions of the Option provided that such exercise period does not extend beyond the original term of the Option and no portion of the Option shall become vested earlier than six (6) months from the date of grant.