BOSTON SCIENTIFIC CORP
EXHIBIT 10.5
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<TYPE>EX-10.5
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<FILENAME>a2074671zex-10_5.txt
<DESCRIPTION>EXHIBIT 10.5
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                                                                    EXHIBIT 10.5

                          BOSTON SCIENTIFIC CORPORATION
                          1995 LONG-TERM INCENTIVE PLAN

                                     FORM OF
                                    AMENDMENT

     Pursuant to Section 12 of the Boston Scientific Corporation 1995 Long-Term
Incentive Plan, as amended (the "Plan"), Boston Scientific Corporation hereby
amends the Plan effective for all Awards granted on or after October 30, 2001 as
follows:

  1. Section 2(o) of the Plan is amended by adding the following after the last
     sentence of this Section:

          "For any Stock Option granted on or after October 30, 2001, RETIREMENT
          means, unless the Committee expressly provides otherwise, cessation of
          employment or other service relationship with the Company and its
          subsidiaries and affiliates if, as of the date of such cessation, (i)
          the Participant has attained age 50 or has accrued at least five years
          of service with the Company and its subsidiaries and affiliates, and
          (ii) the sum of the Participant's age and years of service as of such
          date equals or exceeds 62."

  2. Section 6.2(g) of the Plan is amended by adding the following after the
     last sentence of this Section:

          "For any Stock Option granted on or after October 30, 2001, unless
          otherwise determined by the Committee at or after grant, if an
          optionee's employment by or association with the Company and its
          subsidiaries and affiliates terminates by reason of death, any Stock
          Option held by such optionee shall thereafter be fully exercisable by
          the legal representative of the estate or by the legatee of the
          optionee under the will of the optionee, until the expiration of the
          stated term of the Stock Option (or such shorter period as the
          Committee may specify at or after grant)."

  3. Section 6.2(h) of the Plan is amended by adding the following after the
     last sentence of this Section:

          "For any Stock Option granted on or after October 30, 2001, unless
          otherwise determined by the Committee at or after grant, if an
          optionee's employment by or association with the Company and its
          subsidiaries and affiliates terminates by reason of Disability or
          Retirement, any Stock Option held by such optionee shall thereafter be
          exercisable by the optionee until the expiration of the stated term of
          the Stock Option (or such shorter period as the Committee may specify
          at or after grant)."

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  4. Section 6.2(i) of the Plan is amended by adding the following language
     after the last sentence of this Section:

          "For any Stock Option granted to an optionee on or after October 30,
          2001, unless otherwise determined by the Committee at or after grant,
          if an optionee's employment by or association with the Company and its
          subsidiaries and affiliates terminates for any reason other than
          death, Disability or Retirement, the Stock Option shall thereupon
          terminate, except that if the optionee is involuntarily terminated by
          the Company without Cause, such Stock Option may be exercised, to the
          extent exercisable, at termination, or on such accelerated basis as
          the Committee may determine at or after grant, for a period of twelve
          months (or such other period as the Committee may specify at or after
          grant) from the date of termination or until the expiration of the
          stated term of the Stock Option, whichever is shorter, provided that
          the Stock Option shall not be exercisable after the date of
          termination if the optionee is terminated by the Company with Cause."

  5. Section 6.2 is amended by adding the following new subsection (m) at the
     end thereof effective for all Awards granted on or after October 30, 2001:

          "(m) EMPLOYMENT TERMINATION/LEAVE OF ABSENCE. Unless the Committee
          expressly provides otherwise, a Participant's "employment by or
          association with the Company and its subsidiaries and affiliates" will
          be deemed to have ceased when the individual is no longer employed by
          or in a service relationship with the Company or its subsidiaries or
          affiliates. Except as the Committee otherwise determines, with respect
          to a Participant who is an employee of the Company or its subsidiaries
          or its affiliates, such Participant's "employment by or association
          with the Company and its subsidiaries and affiliates" will not be
          deemed to have ceased during a military, sick or other bona fide leave
          of absence if such absence does not exceed 180 days or, if longer, so
          long as the Participant retains a right by statute or by contract to
          return to employment or other service relationship with the Company
          and its subsidiaries and affiliates."

  6. Section 11 of the Plan is amended for all Awards granted under the Plan on
     or after October 30, 2001 by adding the following language to the end of
     this Section:

               "For all Awards made under this Plan on or after October 30,
          2001, the following provisions shall apply:

               11.1 CHANGE IN CONTROL. Except as the Committee may otherwise
          determine in connection with the grant of an Award, immediately prior
          to a Change in Control, each Award shall vest (and if relevant shall
          become exercisable), all conditions to an Award shall be deemed
          satisfied, and all Award deferrals shall be accelerated.

               11.2 COVERED TRANSACTIONS. In the event of a Covered Transaction,
          (and in addition to the provisions of Section 11.1 if also
          constituting a Change in Control), all stock-based Awards, except to
          the extent consisting of outstanding shares of Stock that are then
          free of any restrictions under the Plan, shall

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          terminate immediately prior to the Covered Transaction unless assumed
          in accordance with the immediately following sentence. If there is a
          surviving or acquiring entity, the Committee may provide for a
          substitution or assumption of Awards by the acquiring or surviving
          entity on such terms as the Committee determines. If there is no
          surviving or acquiring entity, or if the Committee does not provide
          for a substitution or assumption of an Award, the Award shall vest
          (and to the extent relevant, become exercisable) at least ten days
          prior to the effective date of the Covered Transaction.

               11.3 DEFINITION OF CHANGE IN CONTROL. For purposes of the Plan, a
          "Change in Control" means the happening of any of the following:

               (a) an acquisition, consolidation or merger in which the Company
          is not the surviving corporation or with respect to which all or
          substantially all of the beneficial owners of the outstanding stock of
          the Company and the combined voting power of the outstanding voting
          securities of the Company entitled to vote generally in the election
          of directors immediately prior to such transaction do not own
          beneficially, directly or indirectly, and in substantially the same
          proportion, more than 60% of, respectively, the then outstanding
          shares of common stock and the combined voting power of the then
          outstanding voting securities entitled to vote generally in the
          election of directors, as the case may be, of the corporation
          resulting from such transaction;

               (b) a sale or transfer of all or substantially all the Company's
          assets;

               (c) a complete dissolution or liquidation of the Company; or

               (d) continuing directors constitute less than a majority of the
          Board, where a "continuing director" includes (A) each person who was
          a director of the Company on January 3, 2000, and (B) each person who
          subsequently becomes a director of the Company with approval by a vote
          of at least a majority of the "continuing directors" in office at the
          time of such person's election or nomination as a director unless that
          person became a director in connection with an actual or threatened
          election contest.

          Notwithstanding clauses (a) through (d) above, none of the following
          shall constitute a "Change in Control" for purposes of this
          definition:

               (i) the shares of common stock of the Company or the voting
          securities of the Company entitled to vote generally in the election
          of directors are acquired directly from the Company;

               (ii) the shares of common stock of the Company or the voting
          securities of the Company entitled to vote generally in the election
          of directors are acquired by any employee benefit plan (or related
          trust) sponsored or maintained by the Company or any corporation
          controlled by the Company; or

               (iii) (A) the beneficial owners of the outstanding shares of
          common stock of the Company, and of the securities of the Company
          entitled to vote generally in the election of directors, immediately
          prior to such transaction beneficially own, directly or indirectly, in
          substantially the same proportions

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          immediately following such transaction more than 60% of the
          outstanding shares of common stock and of the combined voting power of
          the then outstanding voting securities entitled to vote generally in
          the election of directors of the corporation (including, without
          limitation, a corporation which as a result of such transaction owns
          the Company or all or substantially all of the Company's assets either
          directly or through one or more subsidiaries) resulting from such
          transaction and (B) at least a majority of the members of the board of
          directors of the corporation resulting from such transaction were
          members of the board of directors at the time of the execution of the
          initial agreement, or of the action of the Board, authorizing such
          transaction.

               11.4 DEFINITION OF COVERED TRANSACTION. For purposes of this
          Plan, a Covered Transaction is any of the following:

               (a) a consolidation or merger in which the Company is not the
          surviving corporation or which results in the acquisition of all or
          substantially all of the Company's outstanding stock by a single
          person or entity or by a group of persons and/or entities acting in
          concert;

               (b) a sale or transfer of all or substantially all the Company's
          assets, or

               (c) a dissolution or liquidation of the Company."

IN WITNESS WHEREOF, Boston Scientific Corporation has caused this instrument to
be signed in its name and on its behalf by its duly authorized officer this 30th
day of October, 2001.

                                BOSTON SCIENTIFIC CORPORATION

                                By:
                                   ---------------------------------------------
                                Name:  Paul W. Sandman
                                Title: Senior Vice President and General Counsel

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