Form of Boston Scientific Corporation 2000 Long-Term Incentive Plan Deferred Stock Unit Award Agreement

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Exhibit 10.56

Form of
Boston Scientific Corporation
2000 Long-Term Incentive Plan
Deferred Stock Unit Award Agreement
February 28, 2006

BOSTON SCIENTIFIC CORPORATION

BOSTON SCIENTIFIC CORPORATION
INTENT TO GRANT
DEFERRED STOCK UNIT AWARD AGREEMENT

        This Agreement, dated as of the 28 ^th 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").

        1.     Grant and Acceptance of Award.     The Company hereby indicates its intent to award to the Participant that number of Deferred Stock Units set forth on the Signature Page of this Agreement (the "Unit"), each Unit representing the Company's commitment to issue to Participant one share of the Company's common stock, par value $.01 per share (the "Stock"), subject to certain vesting and other conditions set forth herein. The award is intended to be granted pursuant to and is subject to the terms and conditions of this Agreement and the provisions of the Plan.

        2.     Vesting Conditions upon Award of Units.     Participant hereby acknowledges the intent of the Company to award Units subject to certain vesting and other conditions set forth herein.

        3.     Satisfaction of Conditions.     Except as otherwise provided in Section 5 hereof (relating to death of the Participant), Section 6 hereof (relating to Disability of the Participant) and Section 8 hereof (relating to Change in Control of the Company), the Company intends to issue shares of Stock hereunder, subject to the vesting conditions described in Section 7 hereof, in the seventh month after the Participant's termination of employment. No shares of Stock shall be issued to Participant prior to the date on which the Units vest.

        4.     Participant's Rights in Stock.     The shares of Stock if and when issued hereunder shall be registered in the name of the Participant and evidenced in the manner as the Company may determine. During the period prior to the issuance of Stock, the Participant will have no rights of a stockholder of the Company with respect to the Stock, including no right to receive dividends or vote the shares of Stock.

        5.     Death.     Upon the death of the Participant while employed by the Company and its affiliates or subsidiaries, the Company will issue to the beneficiary of the Participant as set forth under the provisions of the Company's program of life insurance for employees, a number of shares of Stock equal to the aggregate number of Units subject to this award.

        6.     Disability.     In the event of the Participant's Disability and after the Participant has received benefits under the Company's long-term disability program for at least three months, the Company will issue to Participant a number of shares of Stock equal to the aggregate number of Units subject to this award.

        7.     Other Termination of Employment—Vesting Conditions.     If the employment of the Participant with the Company and its affiliates or subsidiaries is terminated by the Company for any reason or Participant separates from the Company and its affiliates or subsidiaries by reason of Retirement or for any reason other than death or Disability, any Units that remain subject to vesting conditions shall be void and no Stock shall be issued. Eligibility to be issued shares of Stock is conditioned on Participant's continuous employment with the Company through and on the each of the dates set forth on the Signature Page of this Agreement. The Company shall issue to Participant a number of shares of Stock equal to the number of vested Units in accordance with the provisions of Section 3 hereof.

        8.     Change in Control of the Company.     In the event of a Change in Control of the Company, the Company will issue to Participant a number of shares of Stock equal to the aggregate number of Units subject to this award. Notwithstanding the foregoing, if the Change in Control of the Company does

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not constitute a "change in control" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance promulgated thereunder, the is