EXHIBIT
10.4
BOSTON SCIENTIFIC
CORPORATION
EXCESS BENEFIT
PLAN
FIRST AMENDMENT
Pursuant to Article 9 of the Boston Scientific
Corporation Excess Benefit Plan, as effective January 1, 2005 (the
“Plan”), Boston Scientific Corporation hereby amends
the Plan as follows:
1. Effective January
1, 2008, Section 2.13 is amended in its entirety to read as
follows:
“2.13 “
Separation from Service ” means a "separation from
service" (as that term is defined at Section 1.409A-1(h) of the
Treasury Regulations) from the Company and from all other
corporations and trades or businesses, if any, that would be
treated as a single "service recipient" with the Company under
Section 1.409A-1(h)(3) of the Treasury Regulations. The
Administrator may, but need not, elect in writing, subject to the
applicable limitations under Section 409A, any of the special
elective rules prescribed in Section 1.409A-1(h) of the Treasury
Regulations for purposes of determining whether a “separation
from service” has occurred. Any such written
election shall be deemed part of the Plan.”
2. Effective January
1, 2008, Section 2.14 is amended in its entirety to read as
follows:
“2.14 “
Special Discretionary Contribution ” means the
discretionary contribution to the 401(k) Plan described in section
3.14 thereunder, which discretionary contribution was a one-time
special contribution made in 2005 in respect of the 401(k)
Plan’s 2004 plan year.”
3. Effective January
1, 2008, Section 4.1 is amended by inserting the words
“during 2005” immediately following the words “As
of the date”.
4. Effective January
1, 2008, the last sentence of Section 6.2 is amended to read as
follows: “If an Eligible Employee’s
termination of employment occurs before the Eligible Employee
becomes a Participant under the Plan, the Eligible Employee will be
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