EXHIBIT 10.1
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                               FORM OF AMENDMENT

Effective as of December 31, 2004, the definition of Retirement for all grants
of options to purchase shares of Boston Scientific Corporation common stock
[prior to May 7, 2001] shall be superseded and instead mean the following:
cessation of employment or other service relationship with the Company and its
Affiliates if, as of the date of such cessation, either (x) the Participant has
attained the age of 62 or (y) (i) the Participant has attained age 50, (ii) the
Participant has accrued at least five years of service with the Company and its
Affiliates, and (iii) the sum of the Participant's age and years of service as
of such date equals or exceeds 62.