TRANSITION AND RETIREMENT AGREEMENT

1.       Transition to Senior Advisor .

(a)       Transition from CEO .  Effective July 13, 2009, Mr. Tobin shall resign from his positions as President and Chief Executive Officer, member of the Board and member of the Executive Committee and from any other positions that he then holds with Boston Scientific or any affiliate.  Immediately thereafter, Mr. Tobin shall become a Senior Advisor to the Company.  If so requested by the Company, Mr. Tobin shall sign any document reasonably requested by the Company to confirm any such actions.

(b)       Duties as Senior Advisor .  Mr. Tobin’s duties as a Senior Advisor shall be any duties reasonably requested of him by his successor as the Company’s President and Chief Executive Officer (the “ New CEO ”) or the Chairman of the Board (the “ Chairman ”) that are appropriate for an individual of Mr. Tobin’s knowledge and experience in the industry; provided that, unless otherwise directed by the Company, such duties are not expected to include continued senior management authority.  Mr. Tobin’s responsibilities may include, by way of illustration, performing special projects, providing transitional advice or reports or serving as a representative of the Company.

(c)       Location of Work; Administrative Support .  Mr. Tobin may perform his responsibilities as a Senior Advisor away from the Company’s offices, except as otherwise directed by the Company.   The Company shall make part-time administrative support services available to Mr. Tobin for his performance of his responsibilities.  The Company shall not be obligated to maintain a dedicated office for Mr. Tobin but shall provide reasonable office space as necessary when he performs responsibilities at Company offices, including the headquarters.  

(d)       Full-Time Status .  Mr. Tobin is expected to have full-time responsibilities as a Senior Advisor; provided that this shall not be construed to obligate the Company to provide assigned responsibilities to Mr. Tobin at all times during his employment as a Senior Advisor; and provided further   that in any event Mr. Tobin will be expected to devote time to performing services during his employment as a Senior Advisor for no less than 30% of his average hours spent in the performance of services for the Company over the immediately preceding 36-month period.   If the Company does not assign sufficient responsibilities to require all of Mr. Tobin’s working time during his employment as a Senior Advisor, Mr. Tobin’s accrued vacation time shall not be applied to business hours during which he is not requested to perform services as a Senior Advisor.  Unless otherwise provided in writing by the New CEO, Mr. Tobin shall devote all of his working time during his employment as a Senior Advisor to his requested responsibilities for the Company, except that he may engage in religious, charitable or other nonprofit activities or serve as an advisor, consultant, director or trustee of any noncompetitive public or private for-profit organizations; provided that such services and activities are disclosed in writing to the New CEO and the Company does not reasonably object to such services and activities.  

(e)       Classification .  Mr. Tobin shall continue to be classified as an employee of the Company during the period of his status as a Senior Advisor.  The transition of Mr. Tobin from President and Chief Executive Officer to Senior Advisor shall not be considered to result in a termination of his employment for any purpose, including without limitation, for employee benefits or equity acceleration.

2.       Term .

(a)       Length of Term; Forms of Termination .  The term of Mr. Tobin’s employment as a Senior Advisor (the “ Term ”) shall be from July 13, 2009 to and including November 30, 2009; provided that the Company may terminate Mr. Tobin’s employment before November 30, 2009 if it determines that there is Cause for such termination.  The date of any termination of employment is the “ Separation Date .”  A termination of employment on November 30, 2009 is a “ Retirement .”  A termination of employment by the Company when Cause exists is a “ Termination With Cause .”  A resignation from employment before November 30, 2009 is an “ Early Resignation .”

(b)       Notice of Termination .

(i)       Retirement .  If Mr. Tobin remains employed until November 30, 2009, his employment with the Company shall end on such date, unless otherwise agreed in writing.  Such a termination shall take effect without notice.

(ii)       Termination With Cause .  The Company shall give Mr. Tobin written notice of a Termination With Cause.  A Termination With Cause shall be effective upon notice, unless otherwise specified.

(iii)       Early Resignation .  Mr. Tobin shall give the Company written notice of an Early Resignation at least thirty (30) days in advance of the effective date of such Resignation.  The Company may, in its discretion, accelerate any such Early

Resignation to any earlier date.  Any acceleration of the date of Early Resignation shall not affect the treatment of the termination as an Early Resignation.

(c)       “Cause” Defined .  For purposes of this Agreement, “ Cause ” shall have the same meaning as set forth in the Boston Scientific Corporation Executive Retirement Plan dated May 9, 2005 and amended effective January 1, 2009 (the “ Executive Retirement Plan ”).

(d)       Effect of Termination on Compensation; Death or Disability .  The effects of a termination on compensation and the separation pay that may be available are addressed in Section 4 (“Separation Pay”).  Notwithstanding any provision of this Agreement to the contrary, in the event of Mr. Tobin’s inability to perform services as a Senior Advisor due to death or disability, Mr. Tobin shall be treated thereafter for compensation purposes as if he remained employed until his Retirement but did not perform any services.

3.       Compensation as Senior Advisor .

(a)       Salary .  Mr. Tobin’s salary as a Senior Advisor (the “ Salary ”) shall be paid at the same annual rate as his salary as President and Chief Executive Officer as in effect upon the effectiveness of this Agreement, i.e., the   annual rate of $994,000.  The Company shall pay the Salary on its regular payroll dates.

(b)       PIP .  Mr. Tobin shall remain eligible for an annual Performance Incentive Plan (“ PIP ”) award for his employment in 2009, inclusive of the period of his service as a Senior Advisor (the “ PIP Award ”).

(c)       Career Service Award .  In recognition of Mr. Tobin’s contributions to the Company over the course of his career with the Company, the Company shall pay Mr. Tobin an amount equal to 250% of his Salary less the PIP Award (the “ Career Service Award ”).

(d)       Employee Benefits .

(i)       General .  Mr. Tobin shall be entitled to participate in all Company Benefit Plans during his employment as a Senior Advisor, provided that his working hours permit such participation.  For purposes of this Agreement, “ Company Benefit Plans ” means all “employee benefit plans,” as defined in 29 U.S.C. §1002(3), that are generally available to regular full-time employees, except that Mr. Tobin’s accrual of vacation time under the Company’s vacation policy shall cease effective on July 13, 2009.  If the Company terminates any premium payments for Mr. Tobin during his employment as a Senior Advisor due to a reduction in his working hours, the Company shall pay Mr. Tobin an amount equivalent to any such ceased premium payments.

(ii)       Executive Allowance Plan .  Notwithstanding anything in the Company’s Executive Allowance Plan to the contrary, Mr. Tobin’s participation in the Executive Allowance Plan shall continue to the Separation Date.

(e)       Equity .

(i)       Summary of Equity Rights Not Fully Vested .  For the avoidance of doubt, the following are Mr. Tobin’s existing equity awards that are not fully vested:

(A)       Time-Based DSU Award .  Pursuant to an agreement between the Company and Mr. Tobin dated February 28, 2006 (the “ Time-Based DSU Agreement ”), the Company granted Mr. Tobin 250,000 Deferred Stock Units pursuant to the Company’s 2000 Long-Term Incentive Plan, which were subject to vesting 50% on December 31, 2008 and 50% on December 31, 2009 (the “ Time-Based DSU Award ”).

(B)       Performance-Based DSU Award .  On February 28, 2006, the Company granted Mr. Tobin 2,000,000 Deferred Stock Units pursuant to the Company’s 2003 Long-Term Incentive Plan, which were subject to the Company’s satisfaction of certain share price criteria as of December 31, 2008 and December 31, 2009 (the “ Performance-Based DSU Award ”).

(C)       Stock Option Award .  Pursuant to an agreement between the Company and Mr. Tobin dated February 24, 2009 (the “ Stock Option Agreement ”), the Company granted Mr. Tobin a non-qualified option to acquire 2,000,000 shares of the Company’s common stock, subject to vesting, with the vesting schedule subject to acceleration under certain circumstances (the “ Stock Option Award ”).

(ii)       Amendment of Time-Based DSU Award .  The “Vesting Schedule” set forth at the end of the Time-Based DSU Agreement is amended by replacing the text under the “Vesting Schedule” heading with the following:

50% December 31, 2008

50% November 30, 2009

The Time-Based DSU Award as amended pursuant to this provision is referred to as the “ Amended Time-Based DSU Award .”

(iii)       Amendment of Stock Option Award .  The Stock Option Agreement is amended by inserting the following at the end of the first paragraph of Section IV (“Termination of Employment”):  “In addition, the Option shall immediately vest effective upon the Effective Date of the Transition and Retirement Agreement between the Company and the Optionee (the “Retirement Agreement”).  If the Optionee’s employment ends due to a Retirement as defined in the Retirement Agreement, the Option shall be exercisable by the Optionee or the Optionee’s appointed representative, as the case may be, until February 24, 2019, subject to Section VI.  If the Optionee’s employment ends for any other reason, the exercise period shall be as otherwise provided below.” The Stock Option Award as amended pursuant to this provision is referred to as the “ Amended Stock Option Award. ”

(iv)       Continuity of Employment .  For the avoidance of doubt, the transfer of Mr. Tobin from President and Chief Executive Officer to Senior Advisor shall not be considered to terminate his employment or otherwise interrupt his service relationship with the Company for purposes of the Amended Time-Based DSU Award, the Performance-Based DSU Award or the Amended Stock Option Award (together, the “ Pending Equity Awards ”).  Termination of employment shall be effective as of the Separation Date.  Notwithstanding anything in this Agreement to the contrary, Mr. Tobin shall not be eligible for further grants of stock options, deferred stock units or other forms of equity or equity rights; provided that this shall not be construed to affect Mr. Tobin’s eligibility to participate in the Company’s Global Employee Stock Ownership Plan, known as GESOP.

(v)       Effect of Termination on November 30, 2009 .  For the avoidance of doubt, pursuant to the terms of the Pending Equity Awards, if Mr. Tobin’s Separation Date is November 30, 2009, the Amended Time-Based DSU Award and the Amended Stock Option Award shall be fully vested.  The Performance-Based DSU Award shall be forfeited.

(vi)       Additional Equity Rights .  Nothing in this Agreement shall be construed to affect Mr. Tobin’s rights or obligations with respect to outstanding fully vested equity rights, all of which shall remain subject to the terms of the applicable plans and agreements, except as provided in the next sentence.  To the extent the exercise period for any of the fully vested equity rights identified below can be shortened by determination of the Committee or Administrator (as defined in the applicable plan identified in the applicable non-qualified option) after grant, other than on a Change in Control or Covered Transaction (as defined in the applicable plans), the Committee and/or Administrator has conclusively and irrevocably determined to waive such provision.  The parties agree that the following identifies all outstanding fully vested equity rights:

The foregoing are together referred to as the “ Fully Vested Equity Rights .”

(f)       Certain Personal Expenses .  The Company shall pay Mr. Tobin $40,000 in recognition of expenses that he shall incur in connection with the negotiation and implementation of this Agreement, including without limitation financial planning expenses and attorney’s fees.  The Company shall pay such amount on or before November 30, 2009.  In addition, Mr. Tobin may use the corporate aircraft for personal purposes during the Term; provided that:  (i) consistent with the practice during his service as Presidential Chief Executive Officer and Section 5 (“Taxation of Payments and Benefits”), Mr. Tobin shall bear the adverse tax consequences associated with any such personal use; (ii) any such personal use shall be subject to the Company’s needs for such aircraft; and (iii) any use of the aircraft for personal purposes beyond five (5) occasions during the Term shall be subject to the approval of the New CEO or the Executive Vice President, Human Resources (“ EVP-HR ”).

(g)       Business Expenses .  Mr. Tobin shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him in performing services as a Senior Advisor, in accordance with the Company’s business expense reimbursement policies and procedures then in effect.  To the extent that Mr. Tobin’s responsibilities as Senior Advisor require business travel, Mr. Tobin may make travel arrangements consistent with his prior practice in 2009.

4.       Separation Pay .

(a)       General .  As a result of any termination of employment as a Senior Advisor, Mr. Tobin shall be entitled to payment of all Salary and PIP payments accrued through the Separation Date and all accrued but unused vacation pay.  For purposes of this Agreement, Mr. Tobin shall be considered to accrue the PIP Award ratably, daily, over the course of his employment during 2009.  Mr. Tobin’s PIP Award and Career Service Award shall be paid at such time as the Company makes PIP award payments to other PIP participants; provided that any PIP Award and Career Service Award shall be paid no later than March 15, 2010.  Effective upon any termination of employment, Mr. Tobin’s right to Salary and PIP payments shall end, except as specified below.  In addition, Mr. Tobin’s Company Benefit Plan participation rights shall end.

(b)       Executive Retirement Plan .  Notwithstanding any provision of the Executive Retirement Plan to the contrary, Mr. Tobin’s employment as Senior Advisor shall be treated as if he is actively serving on the Company’s Executive Committee during such employment for purposes of continued Executive Retirement Plan eligibility, for crediting “Years of Service” for purposes of the Executive Retirement Plan and for determining the

amount of benefits under the Executive Retirement Plan; provided that this shall not be construed to entitle Mr. Tobin to serve on the Executive Committee during such period.  This Agreement shall be considered to be the separation agreement referenced in Section 5 of the Executive Retirement Plan (“Amount of Benefit”); provided that such separation agreement shall not be considered to have been executed for purposes of the Executive Retirement Plan until both this Agreement has been fully executed and the release agreement in the form of Exhibit A (the “ Release Agreement ”) has been executed and has become effective.  The Release Agreement shall be considered to be offered to Mr. Tobin on the Separation Date (other than in the event of a Termination With Cause, in which case Mr. Tobin would not be otherwise eligible for benefits under the Executive Retirement Plan).  For the avoidance of doubt, in the event of a Retirement, the Release Agreement shall be considered to be offered to Mr. Tobin o