SC TO-I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO
(Rule 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

BOSTON SCIENTIFIC CORPORATION

(Name Of Subject Company (Issuer) Name of Filing Person (Offeror))

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

10113707
(CUSIP Number of Class of Securities)

Lawrence J. Knopf, Esq.
Boston Scientific Corporation
One Boston Scientific Place
Natick, MA 01760-1537
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing persons)

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing fee
$22,734,959*	$	698	**

*

Estimated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, solely for the purpose of calculating the filing fee based upon the maximum number of shares of Common Stock covered by deferred stock units issuable in connection with the exchange offer (1,459,240) and the average of the high and low prices of the Common Stock on the New York Stock Exchange on May 15, 2007.

**

The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities and Exchange Act of 1934, as amended by Fee Rate Advisory No. 6 for fiscal year 2007, equals $30.70 per million dollars of the value of the transaction.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable	Filing Party: Not applicable
Form or Registration No.: Not applicable	Date Filed: Not applicable

o Check the box if the filing relates solely to communications made before the commencement of a tender offer.

          Check the appropriate boxes below to designate any transactions to which the statement relates:

               o third-party tender offer subject to Rule 14d-1.

               þ issuer tender offer subject to Rule 13e-4.

               o going-private transaction subject to Rule 13e-3.

               o amendment to Schedule 13D under Rule 13d-2.

       Check the following box if the filing is a final amendment reporting the results of the tender offer: o

ITEM 1. SUMMARY TERM SHEET.

     The information set forth under “Summary Term Sheet” in the Offer to Exchange, dated May 22, 2007 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1), is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

     (a) Name and Address. The name of the issuer is Boston Scientific Corporation, a Delaware Corporation (the “Company”), and the address of its principal executive office is One Boston Scientific Place, Natick, MA 01760-1537. The Company’s telephone number is (508) 650-8000. The information set forth in the Offer to Exchange under Part III, Section 10 (“Information Concerning Boston Scientific Corporation”) is incorporated herein by reference.

     (b) Securities. This Tender Offer Statement on Schedule TO relates to an offer (the “Offer”) by the Company to eligible option holders to exchange certain outstanding eligible options to purchase shares of Company common stock, par value $0.01 per share (“Common Stock”), for new deferred stock units (“DSUs”) to be settled upon vesting in shares of Common Stock that will be granted under the Company’s 2003 Long Term Incentive Plan upon the terms and subject to the conditions set forth in the Offer to Exchange. As of May 15, 2007, options to purchase approximately 8,524,307 shares of the Company common stock were eligible for exchange in the Offer. The information set forth in the Offer to Exchange under “Summary Term Sheet” and in Part III, Section 1 (“Eligibility”), Section 2 (“Number of DSUs; Expiration Date”), Section 6 (“Acceptance of Options for Exchange and Issuance of DSUs”) and Section 9 (“Source and Amount of Consideration; Terms of DSUs”) is incorporated herein by reference.

     (c) Trading and Market Price. The information set forth in the Offer to Exchange under Part III, Section 8 (“Price Range of Our Common Stock”) is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

     (a) Name and Address. The filing person is the subject company, Boston Scientific Corporation. The information set forth under Item 2(a) above is incorporated herein by reference. The information set forth in Appendix A to the Offer to Exchange (“Information about the Directors and Executive Officers of Boston Scientific Corporation”) is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION.

     (a) Material Terms. The information set forth in the Offer to Exchange under “Summary Term Sheet” and in Part III, Section 1 (“Eligibility”), Section 2 (“Number of DSUs; Expiration Date”), Section 4 (“Procedures for Tendering Options”), Section 5 (“Withdrawal Rights and Change of Election”), Section 6 (“Acceptance of Options for Exchange and Issuance of DSUs”), Section 7 (“Conditions of the Offer”), Section 9 (“Source and Amount of Consideration; Terms of DSUs”), Section 12 (“Status of Options Accepted by Us in the Offer; Accounting Consequences of the Offer”), Section 13 (“Legal Matters; Regulatory Approvals”), Section 14 (“Material U.S. Federal Income Tax Consequences”), Section 15 (“Considerations Specific to Eligible Employees Outside the United States”) and Section 16 (“Extension of Offer; Termination; Amendment”), is incorporated herein by reference.

     (b) Purchases. Members of Boston Scientific Board of Directors and its executive officers listed in Appendix A to the Offer to Exchange are not eligible to participate in the Offer. The information in the Offer to Exchange under Part III, Section 11 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options”) is incorporated herein by reference.

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ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Offer to Exchange under Part III, Section 11 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options”) is incorporated herein by reference. The eligible option plans and related option agreements are incorporated herein by reference hereto as Exhibits (d)(1) through (d)(4) and contain information regarding the subject securities.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

     (a) Purposes. The Offer is being conducted for employee engagement and retention purposes as described in the Offer to Exchange. The information set forth in the Offer to Exchange under Part III, Section 3 (“Purpose of the Offer”) is incorporated herein by reference.

     (b) Use of Securities Acquired. The information set forth in the Offer to Exchange under Part III, Section 6 (“Acceptance of Options for Exchange and Issuance of DSUs”) and Section 12 (“Status of Options Accepted By Us in the Offer; Accounting Consequences of the Offer”) is incorporated herein by reference.

     (c) Plans. The information set forth in the Offer to Exchange under Part III, Section 10 (“Information Concerning Boston Scientific Corporation”) is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     (a) Source of Funds. The information set forth in the Offer to Exchange under Part III, Section 9 (“Source and Amount of Consideration; Terms of DSUs”) and Section 17 (“Fees and Expenses”) is incorporated herein by reference.

     (b) Conditions. The information set forth in the Offer to Exchange under Part III, Section 7 (“Conditions of the Offer”) is incorporated herein by reference.

     (d) Borrowed Funds. Not applicable.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     (a) Securities Ownership. The information set forth in the Offer to Exchange under Part III, Section 11 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options”) and Appendix A (“Information About the Directors and Executive Officers of Boston Scientific Corporation”) is incorporated herein by reference.

     (b) Securities Transactions. The information set forth in the Offer to Exchange under Part III, Section 11 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options”) is incorporated herein by reference.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

     (a) Solicitations or Recommendations. Not applicable.

ITEM 10. FINANCIAL STATEMENTS.

     (a) Financial Information. The information set forth in the Offer to Exchange under Part III, Section 10 (“Information Concerning Boston Scientific Corporation”) and Section 18 (“Additional Information”), in Item 8 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission on March 1, 2007, and in Item 1 of the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2007, filed with the Securities and Exchange Commission on May 9, 2007, is incorporated herein by reference. A copy of the Annual Report on Form 10-K and Quarterly Report on Form 10-Q can be accessed electronically on the Securities and Exchange Commission’s website at www.sec.gov.

     (b) Pro Forma Information. Not applicable.

     (c) Summary Information. The information set forth in the Offer to Exchange under Part III, Section 10 (“Information Concerning Boston Scientific Corporation”) is incorporated herein by reference.

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ITEM 11. ADDITIONAL INFORMATION.

     (a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the Offer to Exchange under Part III, Section 11 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options”) and Section 13 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

     (b) Other Material Information. Not applicable.

ITEM 12. EXHIBITS.

EXHIBIT	DESCRIPTION OF EXHIBIT
(a)(l)(A)	Offer to Exchange, dated May 22, 2007
(a)(1)(B)	Form of Election Form
(a)(1)(C)	Form of Notice of Withdrawal
(a)(1)(D)	Form of Mellon Welcome and Login Screens
(a)(1)(E)	Form of Election Screen
(a)(1)(F)	Form of Confirmation Screen
(a)(1)(G)	Form of Summary Screen
(a)(1)(H)	Form of Online Information About the Exchange
(a)(1)(I)	Form of Online Exchange Instructions
(a)(1)(J)	Form of Online Election Form and Terms and Conditions
(a)(1)(K)	Form of Supplemental Frequently Asked Questions
(a)(1)(L)	Form of Stock Option Exchange Program At-a-Glance
(a)(1)(M)	Form of Deferred Stock Unit Award under Boston Scientific Corporation 2003 Long-Term Incentive Plan
(a)(1)(N)	Form of Communication from Jim Tobin, the Company’s President and Chief Executive Officer, Lucia Quinn, the Company’s Executive Vice President, Human Resources, to Eligible Employees, dated May 22, 2007, regarding “Announcement of Option Exchange Offer”
(a)(1)(O)	Form of Boston Scientific Stock Option Exchange Program Portal PIN Delivery Communication
(a)(1)(P)	Form of Reminder of Expiration of Boston Scientific Stock Option Exchange Program
(a)(1)(Q)	Form of Communication to Eligible Employees Announcing Cancellation of Boston Scientific Stock Option Exchange Program
(a)(1)(R)	Form of Confirmation of Participation in the Boston Scientific Stock Option Exchange Program
(a)(1)(S)	Form of Communication regarding the Results of the Boston Scientific Stock Option Exchange Program
(a)(1)(T)	Form of Communication regarding Webinar Schedule
(a)(1)(U)	Form of Exchange Program Worksheet
(a)(1)(V)	Boston Scientific Corporation Annual Report on Form 10-K for its fiscal year ended December 31, 2007, SEC File No. 1-11083, filed with the Securities and Exchange Commission on March 1, 2007 and incorporated herein by reference

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EXHIBIT	DESCRIPTION OF EXHIBIT
(a)(1)(W)	Boston Scientific Corporation Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2007, SEC File No. 1-11083, filed with the Securities and Exchange Commission on May 9, 2007 and incorporated herein by reference
(a)(1)(X)	Boston Scientific Corporation Current Report on Form 8-K, SEC File No. 1-11083, filed with the Securities and Exchange Commission on May 11, 2007 and incorporated herein by reference
(a)(1)(Y)	Form of Australia Specific Documents
(a)(1)(Z)	Form of Belgium Specific Documents
(a)(1)(AA)	Form of Hungary Specific Documents
(b)	Not applicable
(d)(1)	Boston Scientific Corporation 2003 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K for the year ended December 31, 2003 and Exhibit 10.3 to the Current Report on Form 8-K dated May 9, 2005, File No. 1-11083).
(d)(2)	Boston Scientific Corporation 2000 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 1999, Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2001, Exhibit 10.1 to the Current Report on Form 8-K dated December 22, 2004 and Exhibit 10.3 to the Current Report on Form 8-K dated May 9, 2005, File No. 1-11083).
(d)(3)	Form(s) of Stock Option Agreement under Boston Scientific Corporation 2000 Long Term Incentive Plan, (incorporated by reference to Exhibit 10.1 and 10.2 to the Current Report on Form 8-K, SEC File No. 1-11083, filed with the Securities and Exchange Commission on December 10, 2004)
(d)(4)	Form(s) of Stock Option Agreement under Boston Scientific Corporation 2003 Long Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 and 10.2 to the Current Report on Form 8-K, SEC File No. 1-11083, filed with the Securities and Exchange Commission on December 10, 2004)
(g)	Not applicable
(h)	Not applicable

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

     (a) Not applicable.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BOSTON SCIENTIFIC CORPORATION
By:	/s/ Lawrence J. Knopf Lawrence J. Knopf
	Vice President and Assistant
	General Counsel

Dated: May 22, 2007

EXHIBIT INDEX

EXHIBIT	DESCRIPTION OF EXHIBIT
(a)(l)(A)	Offer to Exchange, dated May 22, 2007
(a)(1)(B)	Form of Election Form
(a)(1)(C)	Form of Notice of Withdrawal
(a)(1)(D)	Form of Mellon Welcome and Login Screens
(a)(1)(E)	Form of Election Screen
(a)(1)(F)	Form of Confirmation Screen
(a)(1)(G)	Form of Summary Screen
(a)(1)(H)	Form of Online Information About the Exchange
(a)(1)(I)	Form of Online Exchange Instructions
(a)(1)(J)	Form of Online Election Form and Terms and Conditions
(a)(1)(K)	Form of Supplemental Frequently Asked Questions
(a)(1)(L)	Form of Stock Option Exchange Program At-a-Glance
(a)(1)(M)	Form of Deferred Stock Unit Award under Boston Scientific Corporation 2003 Long-Term Incentive Plan
(a)(1)(N)	Form of Communication from Jim Tobin, the Company’s President and Chief Executive Officer, Lucia Quinn, the Company’s Executive Vice President, Human Resources, to Eligible Employees, dated May 22, 2007, regarding “Announcement of Option Exchange Offer”
(a)(1)(O)	Form of Boston Scientific Stock Option Exchange Program Portal PIN Delivery Communication
(a)(1)(P)	Form of Reminder of Expiration of Boston Scientific Stock Option Exchange Program
(a)(1)(Q)	Form of Communication to Eligible Employees Announcing Cancellation of Boston Scientific Stock Option Exchange Program
(a)(1)(R)	Form of Confirmation of Participation in the Option Boston Scientific Stock Exchange Program
(a)(1)(S)	Form of Communication regarding the Results of the Boston Scientific Stock Option Exchange Program
(a)(1)(T)	Form of Communication regarding Webinar Schedule
(a)(1)(U)	Form of Exchange Program Worksheet
(a)(1)(V)	Boston Scientific Corporation Annual Report on Form 10-K for its fiscal year ended December 31, 2007, SEC File No. 1-11083, filed with the Securities and Exchange Commission on March 1, 2007 and incorporated herein by reference
(a)(1)(W)	Boston Scientific Corporation Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2007, SEC File No. 1-11083, filed with the Securities and Exchange Commission on May 9, 2007 and incorporated herein by reference
(a)(1)(X)	Boston Scientific Corporation Current Report on Form 8-K, SEC File No. 1-11083, filed with the Securities and Exchange Commission on May 11, 2007 and incorporated herein by reference
(a)(1)(Y)	Form of Australia Specific Documents
(a)(1)(Z)	Form of Belgium Specific Documents
(a)(1)(AA)	Form of Hungary Specific Documents
(b)	Not applicable
(d)(1)	Boston Scientific Corporation 2003 Long Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K for the year ended December 31, 2003 and Exhibit 10.3 to the Current Report on Form 8-K dated May 9, 2005, File No. 1-11083).
(d)(2)	Boston Scientific Corporation 2000 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K for the year ended December 31, 1999, Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2001, Exhibit 10.1 to the Current Report on Form 8-K dated December 22, 2004 and Exhibit 10.3 to the Current Report on Form 8-K dated May 9, 2005, File No. 1-11083).

EXHIBIT	DESCRIPTION OF EXHIBIT
(d)(3)	Form(s) of Stock Option Agreement under Boston Scientific Corporation 2000 Long Term Incentive Plan, (incorporated by reference to Exhibits 10.1 and 10.2 to the Current Report on Form 8-K, SEC File No. 1-11083, filed with the Securities and Exchange Commission on December 10, 2004)
(d)(4)	Form(s) of Stock Option Agreement under Boston Scientific Corporation 2003 Long Term Incentive Plan, as amended (incorporated by reference to December 10, 2004, SEC File No. 1-11083, filed with the Securities and Exchange Commission on December 10, 2004)
(g)	Not applicable
(h)	Not applicable

EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

BOSTON SCIENTIFIC CORPORATION

OFFER TO EXCHANGE
CERTAIN OUTSTANDING STOCK OPTIONS
FOR
DEFERRED STOCK UNITS

THIS OFFER AND YOUR WITHDRAWAL RIGHTS EXPIRE
AT 11:59 P.M., EASTERN DAYLIGHT SAVINGS TIME, ON JUNE 18, 2007,
UNLESS WE EXTEND THE OFFER.

The Date of this Offer is May 22, 2007

Boston Scientific Corporation (“BSC,” the “Company,” “we,” “us” or “our”) is offering eligible employees the opportunity to exchange, on a grant-by-grant basis, their outstanding eligible options for deferred stock units (the “DSUs”) that we will grant under our 2003 Long-Term Incentive Plan, including any subplan applicable to participants in a particular country (the “2003 Plan”).

You are eligible to participate in the offer if you are an employee of BSC or one of our subsidiaries, so long as local laws permit, on the date of this offer and have neither ceased to be an employee, nor have submitted or received a notice of termination of employment, prior to the cancellation of your options tendered pursuant to this offer. Unless extended, this offer will expire at 11:59 p.m., Eastern Daylight Savings Time, on June 18, 2007. Members of our Board of Directors and our executive officers are not eligible to participate.

Options eligible for exchange in this offer are outstanding options to purchase BSC common stock that have an exercise price per share that is equal to or greater than $25.00, which equals 161% of the five-business day average closing price of our common stock prior to May 21, 2007, as reported on the New York Stock Exchange (“NYSE”), which was $15.58.

In this document, we use the term “option” to mean a particular option grant to purchase a specified number of shares of our common stock at a specified exercise price per share. You may tender for exchange any one or more of your eligible options or none at all. However, if you choose to tender an eligible option, you must tender all of the outstanding, unexercised options within that particular grant. We will not accept partial tenders of option grants.

The number of DSUs to be granted in exchange for each eligible option surrendered in this offer will be determined based upon either a 4.0-to-1.0, 7.0-to-1.0, or 8.0-to-1.0 exchange ratio, depending upon the exercise price of the option to be exchanged. You will have online access to a listing of your eligible options via the Boston Scientific Stock Option Exchange Program Portal at https://www.corp-action.net/Bostonscientific/, and, if necessary or requested, you will receive printed materials to make your election. These resources identify each of the options you currently hold which have an exercise price equal to or greater than $25.00 and the exchange ratio that applies to the option. The exchange ratio represents the number of shares subject to an eligible option that will be canceled, should you choose to tender that option in this offer, for each DSU that would be granted to you in exchange. Any fractional unit or share will be rounded down to the nearest whole number. Your online listing or statement indicates, for each of the options grants listed, the number of DSUs you will receive if the options within that grant are exchanged.

Each DSU granted pursuant to this offer represents the right to receive one share of our common stock upon vesting. In general, each DSU granted pursuant to this offer will vest based upon your continued employment with BSC for a specified period. Until DSUs have vested, they remain subject to restrictions on transfer and to forfeiture if your employment terminates for any reason other than death, disability or retirement. If and when the DSUs vest, the underlying shares of common stock will be issued to you free of forfeiture conditions and restrictions on transfer, other than required tax withholding and compliance with applicable securities laws, BSC securities trading policies and any other legal requirements.

All DSU awards will be subject to the terms of the 2003 Plan and an award agreement between you and BSC.

Participation in this offer is voluntary, and there are no penalties for electing not to participate. If you choose not to participate in the offer, you will not receive the new DSUs described in this offer, and your outstanding options will remain outstanding according to their existing terms and conditions.

If you want to exchange any of your eligible options, you must notify Mellon Investor Services (“Mellon”) of your election before our offer expires. You may notify Mellon of your election in one of the following two ways:

•  By making an election online at the Boston Scientific Stock Option Exchange Program Portal, which is available at https://www.corp-action.net/Bostonscientific/. Your online election must be submitted online before the expiration date deadline of 11:59 p.m. Eastern Daylight Savings Time on June 18, 2007.

•  By completing and returning a paper election form made available to you upon request, and delivering it to Mellon according to the instructions contained in the materials so that Mellon receives it before the expiration date deadline of 11:59 p.m. Eastern Daylight Savings Time on June 18, 2007.

If you do not wish to use our online process, you may request to be provided this offer to exchange and the forms necessary to participate in the offer in paper format. At any time you may request a paper copy of any Boston Scientific Stock Option Exchange Program document by contacting Mellon in the United States at 800-718-2943 or internationally at 201-680-6670. If you choose paper format, your election materials will need to be manually completed and delivered to Mellon in accordance with the instructions contained in the form.

To inform yourself about our offer, you should:

•  Read this whole document, the election form, the 2003 Plan and the form of DSU agreement because they contain important information;

•  Review the listing of your eligible options online at https://www.corp-action.net/Bostonscientific/;

•  Consider the questions and answers in the Summary Term Sheet, which starts on page 1;

•  Review the contents of the Boston Scientific Stock Option Exchange Program Portal, which is available at https://www.corp-action.net/Bostonscientific/; and

•  Call Mellon in the United States at 800-718-2943 or internationally at 201-680-6670, if you have questions about our offer.

We are making this offer upon the terms and conditions described in this offer to exchange, the election form and notice of withdrawal. The offer is not conditioned on any minimum number of options being exchanged. Our offer is, however, subject to conditions that we describe in Section 7 of Part III of this document.

Shares of our common stock are quoted on the NYSE under the symbol “BSX”. On May 21, 2007, the closing price of one share of our common stock on the NYSE was $15.53. We recommend that you get current market prices for our common shares before deciding whether to exchange your eligible options.

IMPORTANT NOTICE

Although our Board of Directors has approved this offer, neither we nor our Board of Directors makes any recommendation to you as to whether or not you should tender your eligible options for exchange. Also, the Company has not authorized any person to make any recommendation on its behalf as to whether or not you should accept this offer.

You must make your own decision as to whether or not to exchange your eligible options. In doing so, you should rely only on the information contained in the offering materials, the materials referenced in Section 18 of Part III of this document, any official question and answer session organized by our Human Resources Department, or any other authorized communications from BSC made generally available to eligible employees, as no other representations or information have been authorized by BSC. We recommend that you

consult with your own advisors, including your tax and financial advisors, before making any decisions regarding the offer.

The DSUs we are offering may end up being worth less than your existing options. In evaluating this offer, you should keep in mind that the future performance of BSC and its stock will depend upon, among other factors, the future overall economic environment, the performance of the overall stock market and companies in our sector, the performance of our own business and the other risks and uncertainties set forth in our filings with the U.S. Securities and Exchange Commission. In particular, we recommend that you read our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, our Quarterly Report on Form 10-Q for the period ended March 31, 2007 and our Current Reports on Form 8-K filed since May 9, 2007, each of which has been filed with the U.S. Securities and Exchange Commission (the “Commission”) and is available free of charge on the Internet at www.sec.gov.

The statements in this document concerning the eligible options, the 2003 Plan and the DSU awards are summaries of the material terms but are not complete descriptions of the eligible options, the 2003 Plan, or the DSU awards. The stock plans under which the eligible options were granted and the applicable forms of award agreements have been filed as exhibits to our Tender Offer Statement on Schedule TO filed with the Commission (to which this document is also an exhibit). See Section 18 of Part III of this document for additional information regarding the Schedule TO.

Our offer is not being made to, and we will not accept any election to exchange options from or on behalf of, option holders in any jurisdiction in which our making the offer or accepting any tendered options is illegal. However, we may in our sole discretion take the actions we deem necessary for us to make a legal offer to option holders in such jurisdiction.

TABLE OF CONTENTS

	Page
I. Summary Term Sheet		1
How the Boston Scientific Stock Option Exchange Program Works		3
Background and Purpose of the Offer		8
Duration of the Offer		10
How to Elect to Participate		10
U.S. Federal and International Income Tax Considerations		11
Miscellaneous		12
How to Get More Information		13
II. Certain Risks of Participating in the Offer		13
Economic Risks		13
Tax-Related Risks for U.S. Tax Residents		15
Tax-Related Risks for Non-U.S. Tax Residents		15
Business-Related Risks		16
III. The Offer		16
1. Eligibility		16
2. Number of DSUs; Expiration Date		16
3. Purpose of the Offer		18
4. Procedures for Tendering Options		18
5. Withdrawal Rights and Change of Election		20
6. Acceptance of Options for Exchange and Issuance of DSUs		22
7. Conditions of the Offer		23
8. Price Range of Our Common Stock		25
9. Source and Amount of Consideration; Terms of DSUs		25
10. Information Concerning Boston Scientific Corporation		27
11. Interests of Directors and Officers; Transactions and Arrangements Concerning the Options		29
12. Status of Options Accepted by Us in the Offer; Accounting Consequences of the Offer		31
13. Legal Matters; Regulatory Approvals		31
14. Material U.S. Federal Income Tax Consequences		31
15. Considerations Specific to Eligible Employees Outside the United States		32
16. Extension of Offer; Termination; Amendment		33
17. Fees and Expenses		33
18. Additional Information		33
19. Miscellaneous		34
20. Forward-Looking Statements		35
Appendix A Information About the Directors and Executive Officers of Boston Scientific Corporation		A-1
Appendix B Guide to International Issues		B-1

i

I. SUMMARY TERM SHEET

The following are answers to some questions about our offer. The answers are summaries and do not describe all of the details of the offer. You should read all of this document, the election form, the notice of withdrawal, our 2003 Long Term Incentive Plan (the “2003 Plan”) and the form of DSU agreement because they contain the full details of our offer and the terms of the DSUs, and these details could be important to you. For many of the questions, we have included a reference to the section or sections contained in Part III of this document where you can find a more complete discussion.

This summary is presented in question-and-answer format, organized as follows:

HOW THE BOSTON SCIENTIFIC STOCK OPTION EXCHANGE PROGRAM WORKS

1.  What is the Offer?

2.  Am I eligible to participate?

3.  Are employees outside the United States eligible to participate?

4.  What happens if my employment terminates before tendered options are canceled?

5.  Which options may I exchange?

6.  If I participate, what will happen to my current options?

7.  I have more than one eligible option grant. Do I have to exchange all of them in order to participate?

8.  May I tender unvested options?

9.  May I tender an option that I have already exercised in full?

10. What is a stock option?

11. What are “DSUs?”

12. Do I have to pay any money to receive DSUs or the shares I receive after my DSUs vest?

13. If I participate, how many DSUs will I receive?

14. When will my DSUs vest?

15. What will I receive when my DSU award vests?

16. What is the source of the common stock that will be issued under my DSU award?

17. What happens if my employment terminates before all of my DSUs vest?

18. If I participate, when will I receive my award agreement?

19. Where will I be able to view my DSUs?

20. Will my DSUs ever expire?

21. Are there risks that I should consider in deciding whether to exchange my options?

22. What happens if BSC’s stock price increases during the offer?

23. Why should I consider participating in the offer?

24. Are there conditions to the offer?

BACKGROUND AND PURPOSE OF THE OFFER

25. Why is BSC making this offer?

26. Why did BSC choose to offer this exchange for DSUs rather than repricing eligible options or granting new options?

1

27. Why are there additional vesting requirements on the DSUs when I have already held many of my options through the required periods?

28. Is it likely that an offer similar to this one will be made in the future?

29. Does our Board of Directors have a recommendation about this offer?

30. Is there any information regarding BSC that I should be aware of?

31. What are the accounting consequences to BSC of making this exchange offer?

DURATION OF THE OFFER

32. How long will this offer remain open? Can the offer be extended, and if so, how will I know if it is extended?

33. If the offer is extended, how will the extension affect the date on which DSUs will be granted?

HOW TO ELECT TO PARTICIPATE

34. What do I need to do to participate in the offer?

35. Do I have to return the election materials or any other document if I do not want to exchange my options?

36. If I elect to exchange my options by submitting an election to participate, can I change my mind?

37. Will BSC accept all options tendered for exchange?

38. What happens to my options if I do not accept this offer or if my options are not accepted for exchange?

39. What if I am out of the office on leave of absence or sabbatical during the offer period?

40. May I elect to participate in the exchange if Boston Scientific is not in an open window period.

U.S. FEDERAL AND INTERNATIONAL INCOME TAX CONSIDERATIONS

41. Will I have to pay U.S. federal income taxes at the time of the exchange if I participate in the offer?

42. What are the U.S. federal income tax consequences of my DSU award?

43. How will U.S. income and employment tax withholding be handled?

44. What are the income and social insurance tax consequences if I live outside of the United States?

45. Are there special considerations for people on international assignment or who have transferred from a BSC location in another country?

MISCELLANEOUS

46. What happens if BSC is acquired by another company?

HOW TO GET MORE INFORMATION

47. Who can I talk to if I have questions about the offer?

References in this document to the time “the offer expires” mean 11:59 p.m., Eastern Daylight Savings Time, on June 18, 2007, or, if we extend the offer period, any later date that we specify. References to the “offer to exchange” mean this document and its appendices. References to the “offer” or the “program” mean the Boston Scientific Stock Option Exchange Program described in the offer to exchange. References to dollars (“$”) are to United States dollars.

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HOW THE BOSTON SCIENTIFIC STOCK OPTION EXCHANGE PROGRAM WORKS

1.  What is the Offer?

Beginning on May 22, 2007 and ending at 11:59 p.m., Eastern Daylight Savings Time, on June 18, 2007, unless we extend the offer, each eligible employee (described in Question 2 below) may decide to exchange eligible options (described in Question 5 below) for an award of DSUs (described in Question 11 below). The number of DSUs an eligible employee will receive in exchange for an eligible option grant will be determined by the exchange ratio (described in Question 13 below) applicable to that option. DSUs will be subject to a new vesting schedule (described in Question 14 below), even if the options tendered in the Boston Scientific Stock Option Exchange Program currently are fully vested.

Participation in this offer is voluntary, and there are no penalties for electing not to participate. If you choose not to participate in the offer, you will not receive the DSUs described in this offer, and your outstanding options will remain outstanding in accordance with their current terms and conditions.

2.  Am I eligible to participate?

Only “eligible employees” may participate in this offer. Generally, you are eligible if you are an employee of BSC or one of our subsidiaries on May 22, 2007 and are still an employee (even if on an approved leave of absence) on the date on which the tendered options are canceled and the new DSUs are granted. However, you will not be eligible to participate if you are an executive officer of BSC or a member of our Board of Directors. If you resign or receive a notice of termination at any time before the date on which the tendered options are canceled and the new DSUs are granted, you are not eligible to participate in the offer. (See Section 1 of Part III.)

3.  Are employees outside the United States eligible to participate?

Generally, yes; all employees worldwide are eligible. However, due to restrictions under the local laws of certain jurisdictions that limit our ability to make an offer to exchange, we are excluding employees who are residents of those jurisdictions. Please be sure to read Section 15 of Part III and Appendix B, which discuss terms of the offer specific to eligible employees outside the United States.

4.  What happens if my employment terminates before tendered options are canceled?

If you tender options for exchange under this offer, but before the tendered options are canceled (currently expected to occur around June 19, 2007), your employment with BSC or our subsidiaries terminates for any reason or you receive or submit a notice of termination, then your tender will automatically be deemed withdrawn and you will not participate in the Boston Scientific Stock Option Exchange Program. You will retain your outstanding options in accordance with their current terms and conditions, and you may exercise them during a limited period of time following your termination of employment in accordance with their terms to the extent that they are vested. If you are currently considered an “at-will” employee, this offer does not change that status, and your employment may be terminated by us or by you at any time, including before the offer expires, for any reason, with or without cause.

5.  Which options may I exchange?

Only “eligible options” may be exchanged under this program. Eligible options are generally those option grants having an exercise price per share that is equal to or greater than $25.00, which represents 161% of the five-business day average closing price of our common stock prior to May 21, 2007, as reported on the NYSE, which was $15.58. Any options that you tender for exchange with an exercise price that is not equal to or greater than $25.00 will not be eligible for exchange and will automatically be excluded from the offer. To determine which option grants are eligible for exchange, you should review your listing of eligible options via the Boston Scientific Stock Option Exchange Program Portal at https://www.corp-action.net/Bostonscientific/. Upon commencement of the offer you will be sent an e-mail by Mellon with information regarding pass codes and access to https://www.corp-action.net/Bostonscientific/ where you can review your information. The website

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lists all of your option grants which have an exercise price equal to or greater than $25.00 and therefore are eligible for exchange. (See Section 2 of Part III.)

6.   If I participate, what will happen to my current options?

Eligible options you elect to exchange under this program will be canceled promptly following the expiration of this offer and you will no longer have those options available for exercise. Any options you do not tender for exchange will not be canceled and will remain outstanding at their existing exercise prices and under their existing terms. (See Section 6 and Section 12 of Part III.)

7.  I have more than one eligible option grant. Do I have to exchange all of them in order to participate?

No. You may exchange one or more of your eligible option grants or none at all. However, if you choose to tender an eligible option for exchange, you must tender all of the outstanding, unexercised options within that grant. For the purposes of this offer, the term “option” means a particular option grant to purchase a specified number of shares of our common stock at a specified exercise price per share. We will not accept partial tenders of option grants. If you attempt to tender for exchange less than all of the outstanding, unexercised eligible options within a particular grant, we will reject your tender of that particular option grant in its entirety. Any such rejection will not affect any other eligible option grant that you properly tender. (See Section 2 of Part III.)

8.   May I tender unvested options?

Yes. Your eligible options do not need to be vested in order for you to participate in the offer. However, if you choose to tender a particular outstanding eligible option grant, you must tender the entire eligible option grant, both the vested and unvested portions.

9.   May I tender an option that I have already exercised in full?

No. The offer pertains only to outstanding options. It does not apply in any way to shares you have already purchased, whether upon the exercise of options or otherwise. If you have exercised an option in its entirety, that option is no longer outstanding and is therefore not eligible for this offer. If you have exercised an eligible option grant in part, the remaining unexercised portion of that option is outstanding and may be tendered for exchange. Options for which you have properly submitted an exercise notice prior to the date the offer expires will be considered exercised, whether or not you have received confirmation of exercise or the shares purchased.

10.   What is a stock option?

A stock option is the right to purchase shares of stock at a specified price, regardless of the actual market price of the stock at the time the option is exercised. Typically, the specified purchase, or “exercise,” price is the market price of a share of our common stock on the date the option is granted. Due to subsequent stock price fluctuations, at any given time following the grant of the option, the prevailing market price of the stock may be greater than, equal to, or less than, the specified exercise price of the option. When the market price is greater than the exercise price of the option (otherwise known as an “in-the-money” option), the option holder receives value from exercising the option, because he or she is able to buy the stock underlying the option at less than its prevailing market price. The holder of an option to purchase stock at an exercise price that is equal to or greater than the prevailing market price (otherwise known as an “out-of-the-money” or an “underwater” option) generally would not exercise the stock option. The options eligible for exchange under this program currently are, and have for some time been, “out-of-the-money” because eligible options have an exercise price equal to or greater than $25.00 and the fair market value of a share of our common stock on May 21, 2007 was $15.53.

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11.   What are “DSUs?”

In this offer to exchange, we refer to deferred stock units as “DSUs”. DSUs granted pursuant to this offer are not actual shares of BSC common stock. Rather, they represent the right to receive shares of our common stock on a future date. DSUs will be granted to employees exchanging eligible options in the offer. Each DSU will represent the right to receive one share of BSC common stock on the date the unit vests. DSUs are subject to forfeiture upon termination of employment for any reason other than retirement, death or disability (and to restrictions on transfer) prior to vesting. Shares you receive when your DSUs vest will no longer be “restricted,” and you will be free to hold, transfer or sell them, subject to required tax withholding and compliance with applicable securities laws, BSC securities trading policies and any other legal requirements.

Generally, participants in the exchange offer will forfeit their replacement DSUs if they cease to be employed by us for any reason other than retirement, death or disability prior to their vesting and participants may not transfer, pledge, or otherwise dispose of unvested DSUs. The vesting and forfeiture provisions, transfer restrictions and other terms of the DSUs are set forth in the 2003 Plan and the forms of award agreement included as exhibits to our Tender Offer Statement on Schedule TO filed with the Commission (to which this offer to exchange is also an exhibit).

Participants in the exchange offer granted DSUs will not be BSC stockholders as a result of holding DSUs, and DSUs do not entitle their holders to vote at meetings of BSC stockholders. You will not be paid for any dividends paid on BSC shares while you hold DSUs, although we do not currently pay dividends on our stock and have no current plan to do so. Once the DSUs have vested and the underlying shares of common stock are issued to you, you will become and have all of the rights of a BSC stockholder (such as voting and dividend rights) with respect to those shares, and you may transfer or sell the shares, subject to required tax withholding and compliance with applicable securities laws, BSC stock trading policies and any other legal requirements. (See Section 9 of Part III.)

12.   Do I have to pay any money to receive DSUs or the shares I receive after my DSUs vest?

No. You will not be required to pay any money to receive DSUs. You will be responsible for paying all applicable taxes in connection with the vesting of the DSUs and any subsequent sale of shares of our common stock. (See Questions 41 through 45 below and Sections 14 and 15 of Part III.)

13.   If I participate, how many DSUs will I receive?

For all eligible stock option grants, you must surrender either four, seven or eight shares subject to an option in order to receive one DSU in the Boston Scientific Stock Option Exchange Program. As an example, if you have a stock option grant for 100 shares with an exercise price of $27.00, you would receive 25 DSUs. We will not issue any fractional DSUs. Any exchange that would result in a fractional DSU under the exchange ratio will be rounded down to the next whole unit. The exchange ratios are as follows:

	Exchange Ratio
Exercise Price of Eligible Option	(Eligible Options for New DSUs)
$25.00 — $30.00	4 Eligible Options for 1 DSU
$30.01 — $40.00	7 Eligible Options for 1 DSU
>$40.00	8 Eligible Options for 1 DSU

The number of DSUs that we are offering in exchange for each eligible option grant is determined by an exchange ratio based on the relationship of a discounted binomial lattice model value estimate for the most valuable option within the specified exercise price group to an assumed fair market value of one share of our common stock to be made subject to a DSU issued in the Boston Scientific Stock Option Exchange Program.

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14.   When will my DSUs vest?

DSUs issued in the exchange will be subject to a new vesting schedule and will be completely unvested at the time of the new grant, regardless of whether the options exchanged for DSUs were partially or wholly vested. As a result, you will have to continue your employment in order to realize any benefit from the new DSUs. You will forfeit any unvested DSUs in the event of a termination of employment for any reason other than retirement, death or disability, all as provided in the attached form of DSU. The new vesting schedule for each new DSU is based on the remaining vesting schedule applicable to the corresponding option exchanged for DSUs as of the grant date of the new DSUs. The new vesting schedules are set forth in the following table:

Exchanged Options	New DSUs
0 — ≤ 33% vested	25% per year/4 years
> 33% — ≤ 66% vested	33% per year/3 years
> 66% — < 100% vested	50% per year/2 years
100% vested	100% after 1 year

We will deliver shares of our common stock to holders of the new DSUs when they vest, if the participant remains employed by us through the vesting date. New DSUs that are not vested at termination of employment would be forfeited upon termination for any reason other than retirement, death or disability.

15.   What will I receive when my DSU award vests?

DSUs will be settled on a one-to-one basis in shares of BSC common stock on, or as soon as practicable following, their vesting dates.

16.   What is the source of the common stock that will be issued under my DSU award?

The shares of BSC common stock issued under DSU awards will be issued under our 2003 Plan. We intend to use shares subject to the options canceled under this Boston Scientific Stock Option Exchange Program to provide for the shares issuable pursuant to the DSUs granted under the Boston Scientific Stock Option Exchange Program.

17.   What happens if my employment terminates before all of my DSUs vest?

You will generally forfeit any DSUs that are not vested on the day you stop being a BSC employee for any reason other than retirement, death or disability. Any vested shares that you receive upon vesting of your DSU award while you are an employee of BSC or one of its subsidiaries are yours to keep even after you leave BSC.

If you believe that your employment may terminate for any reason other than retirement, death or disability before the DSUs vest, you should carefully consider whether or not to participate in the offer. Your options currently may be fully or partially vested. If you do not exchange them, you may be able to exercise your vested options for a period of time after your employment ends (as specified in your stock option agreement). If you participate in the offer, the options you elect to exchange will be canceled and you will forfeit any DSUs that have not vested at the time your employment ends. (See Section 9 of Part III).

18.   If I participate, when will I receive my award agreement?

DSU awards will be granted promptly following expiration of the offer (June 18, 2007) in exchange for all properly tendered options that we accept for cancellation and exchange. We expect to provide DSU recipients with DSU agreements as soon as practicable following the DSU grant date. You should note that receiving your DSU agreement does not mean that you will be entitled to receive immediately the underlying shares of BSC common stock. Rather, you will not become entitled to receive shares of common stock until your award vests. (See Question 14.)

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19.   Where will I be able to view my DSUs?

Through the Mellon website (www.melloninvestor.com), you will be able to view your awards, and to monitor your vesting dates, much as you can do now with stock options and DSUs that we have previously granted to you. If you have elected to participate in the exchange offer, on each annual vesting date, your Mellon account will automatically reflect the remaining shares of common stock subject to vesting in accordance with this offer.

20.   Will my DSUs ever expire?

Unlike stock options, DSUs do not expire. Instead, if you are still an employee of BSC or one of our subsidiaries on each of your annual vesting dates, a portion of your DSUs will become vested and you will automatically receive shares of common stock in settlement of the portion of your DSUs that vests on each such date. See also the answers to Questions 14, 15 and 17.

21.   Are there risks that I should consider in deciding whether to exchange my options?

Yes. Exchanging your eligible options does have some risks. You should carefully review the discussion of certain of these risks in Part II of this document (“Certain Risks of Participating in the Offer”).

22.   What happens if BSC’s stock price increases during the offer?

If our stock price increases during the offer, you may want to exercise some of your options or even decide that you do not want to participate in the offer. If you want to exercise any of your options that may be eligible for exchange, you can do so by exercising them before you make an election to participate. If you exercise some of your eligible options and then want to exchange the rest, you can do so by again following the procedures in Section 4 of Part III. The five-business day average closing price of our common stock prior to May 21, 2007, as reported on the NYSE, was $15.53.

23.   Why should I consider participating in the offer?

If you participate in the offer, you will surrender eligible options for more shares than the number of DSUs you will receive in exchange, based on an exchange ratio set on the date that this offer commenced, as described in the answer to Question 13 and Section 2 of Part III.

For purposes of establishing the exchange ratios, the options subject to the Boston Scientific Stock Option Exchange Program have been valued using a binomial lattice model. This model relies on the following inputs: stock price volatility, expected employee turnover, expected rates of exercise, risk-free interest rates and expected dividends. These inputs are established based on a review of our historical stock price volatility levels and current implied volatility rates, annual employee turnover rates, and employee stock option exercise behavior. No dividends were assumed based on our historical practice of not paying dividends.

Some examples (based on vesting schedules applicable to DSU awards to be granted) may assist you:

•  If you have an eligible option grant for 100 shares at an exercise price of $25.00 per share, at the exchange ratio of 4.0 option shares for 1.0 DSU, you could elect to surrender this option and receive 25 DSUs. If this option was fully vested at the time of cancellation in the Boston Scientific Stock Option Exchange Program, your DSUs would vest in one year. You would not be able to sell any shares until one year after your new grant was made, when your DSU award would vest. At that time, if the market price per share of our common stock is, for example, $15.00, you could sell your award shares for $375.00 (i.e., 25 shares x $15.00).

•  If you chose to retain your option rather than exchange it for DSUs under this scenario, you would not have been able to exercise the option for any value because, at an exercise price of $25.00 and a market price of $15.00, it would have remained “out-of-the-money”. It is possible that the price of our common stock will never rise above $25.00 during the life of the option. If that happens, you will not be able to exercise and sell the underlying shares at a profit. However, if at the end of the same one-year period

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used in the example above, the market price per share of our common stock climbs to $40.00, your unexercised option would be worth $1,500.00 (i.e., 100 shares x ($40.00 — $25.00 exercise price)). Assuming the same facts, if you exchanged this option for DSUs at the offered 4.0-to-1.0 exchange ratio, they would be worth $1,000.00 (i.e., 25 shares x $40.00) at the end of the one-year period.

The foregoing examples assume that you remain employed by the Company through the applicable vesting dates. In addition, none of the foregoing takes into account the tax effects of any of the transactions, which are described in Questions 41 — 45.

Again, you should keep in mind that, if you choose to participate in this offer and receive DSUs, you will be exchanging stock options that may already be vested either in full or in part for DSUs that will be completely unvested at grant and will have a minimum vesting period of one year, and a maximum vesting period of four years, for full vesting. (See Question 14.)

To illustrate the significance of vesting on DSUs, consider the first example above in which the price of our common stock remains at $15.00 per share throughout the one-year vesting period of the DSUs. As explained above, the deferred stock unit award would yield more than the stock options, since the options, with an exercise price of $25.00 per share, would remain out-of-the-money for the entire period, while the shares underlying the deferred stock unit award could be sold for a total of $375.00 (i.e., 25 shares x $15.00). However, now assume that the stock price rises to $30.00 per share prior to the DSUs’ vesting date following the exchange, and then declines to $15.00 per share for the remainder of the one-year vesting period. Under those assumptions, you would have lost the opportunity to realize $500.00 (i.e., 100 shares x ($30.00 — $25.00)) for your stock options (assuming you exercised them and sold the stock at $30.00 per share), if you had exchanged your options for DSUs which would be worth $375.00 on the day they vest. Moreover, if your employment with the Company terminates for any reason other than retirement, death or disability prior to the time your deferred stock unit award vests in full, you will not realize any value from the unvested portion of the award, which you will forfeit whereas options generally can be exercised for a limited period of time following termination of employment.

In evaluating this offer, you should keep in mind that the future performance of our common stock will depend upon, among other factors, the future overall economic environment, the performance of the overall stock market and companies in our sector, the performance of our own business and the risks and uncertainties set forth in our filings with the U.S. Securities and Exchange Commission. We recommend that you read our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and our Quarterly Report on Form 10-Q for the period ended March 31, 2007, which have been filed with the Commission and are available at www.sec.gov, as well as all of our Form 8-Ks and other documents incorporated by reference in our Tender Offer Statement on Schedule TO (to which this document is also an exhibit).

24.   Are there conditions to the offer?

Yes. The offer is subject to a number of other conditions that are described in Section 7 of Part III. The offer is not conditioned on a minimum number of options being tendered for exchange or upon a minimum number of option holders accepting the offer. Participation in the offer is completely voluntary.

BACKGROUND AND PURPOSE OF THE OFFER

25.   Why is BSC making this offer?

As a result of the significant volatility in our stock price over the last several years, a considerable number of our employees hold options that have exercise prices higher than the current and recent trading prices of our common stock. We believe that these out-of-the-money options are not achieving the purposes for which they were intended. In addition, many of the eligible options have been out-of-the-money for extended periods of time so they do not serve their intended employee incentive purposes, but we still have to take an accounting charge for them. The overall purpose of this offer is to promote the interests of our stockholders by strengthening our ability to engage, motivate and retain valued employees. (See Section 3 of Part III.)

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26.  Why did BSC choose to offer this exchange for DSUs rather than repricing eligible options or granting new options?

Our Board of Directors considered a variety of alternatives to address the issues caused by the significant number of out-of-the-money options. By providing for the grant of replacement awards consisting of DSUs of equivalent value rather than new at-the-money stock options, the Compensation Committee of our Board of Directors sought to strengthen BSC’s equity-based retention incentives without the additional compensation expense of additive awards and without using a significant portion of the shares available for grant under our equity award pools. Additionally, by exchanging stock options according to the terms of this offer, rather than granting additional options, we avoid potential dilution to our stockholders caused by having to increase our equity award pool. (See Section 3 of Part III.)

27.  Why are there additional vesting requirements on the DSUs when I have already held many of my options through the required periods?

Two of the principal purposes of our equity programs are to align the interests of our employees with those of our stockholders and to promote employee retention. We believe that anything shorter than a one-year vesting period would not adequately allow us to further these objectives. You should carefully consider the risks of exchanging vested options for unvested DSUs. (See Questions 14 and 23.)

28.   Is it likely that an offer similar to this one will be made in the future?

While our Compensation Committee evaluates BSC’s compensation programs periodically, it has no current intention to make any similar offer in the future. You should make your decision on the assumption that, if you do not surrender your eligible options in accordance with the terms of this offer (including deadlines stated in this offer to exchange), you will not have another similar opportunity.

29.   Does our Board of Directors have a recommendation about this offer?

No. Our Board of Directors is not making a recommendation about this offer. Although the Compensation Committee of the Board and our Board of Directors have approved this exchange offer, they recognize that the decision to accept or reject this offer is an individual one that should be based on a variety of factors, including your own personal circumstances and preferences. You should consult with your personal advisors if you have questions about your financial or tax situation. Neither we, the Compensation Committee nor our Board of Directors are making a recommendation to employees as to whether or not to accept this exchange offer.

30.   Is there any information regarding BSC that I should be aware of?

Yes. Your decision of whether to accept or reject this offer should take into account the factors described in this offer to exchange, as well as the various risks and uncertainties inherent in our business. These risks include, but are not limited to, those risks set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, in our Quarterly Report on Form 10-Q for the period ended March 31, 2007 and in our Form 8-Ks. In addition, before making your decision to tender your eligible options, you should carefully review the information about BSC discussed in Part II (“Certain Risks of Participating in the Offer”) and in Section 10 of Part III of this document. This information includes an update on recent events affecting our business and explains where you can find additional information about us.

31. What are the accounting consequences to BSC of making this exchange offer?

Under the current accounting rules, both stock options and DSUs result in an expense for financial accounting purposes and the amount of that expense is based on their estimated fair value at the grant date. For accounting purposes, to the extent the fair value of each award of DSUs granted to employees exceeds the fair value of the stock options surrendered, determined on the exchange date, such excess is considered additional compensation. The Boston Scientific Stock Option Exchange Program will be accounted for under Statement of Financial Accounting Standards No. 123 (revised 2004) Share-Based Payment (“SFAS

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No. 123R”). Under these rules, the exchange of options for DSUs will be characterized as a modification of the exchanged options. As a result, the difference, if any, between the fair value of the new DSUs over the fair value of the exchanged options determined as of the time of the exchange is expected to result in a modest additional expense. The accounting consequences will depend in part on participation levels as well as on the exchange ratios and vesting schedules established at the time of the option exchange. (See Section 12 of Part III.)

DURATION OF THE OFFER

32.  How long will this offer remain open? Can the offer be extended, and if so, how will I know if it is extended?

This offer begins on May 22, 2007 and is scheduled to expire on June 18, 2007, at 11:59 p.m., Eastern Daylight Savings Time. No exceptions will be made to this deadline, unless we extend it. Although we do not currently intend to do so, we may, in our sole discretion, extend the expiration date of this offer at any time. If we extend this offer, we will publicly announce the extension no later than 9:00 a.m., Eastern Daylight Savings Time, on June 18, 2007. (See Section 16 of Part III.)

33.  If the offer is extended, how will the extension affect the date on which DSUs will be granted?

If we extend the offer and you elect to participate in it, you must properly tender any eligible option grant you wish to exchange before the expiration of the extended offer period. Your properly tendered eligible options will be accepted and canceled, and your award of DSUs will be granted, promptly following the extended expiration date.

HOW TO ELECT TO PARTICIPATE

34.  What do I need to do to participate in the offer?

To properly elect to exchange your eligible options, you must notify Mellon of your election in either of the following two ways before 11:59 p.m., Eastern Daylight Savings Time, on the expiration date, which is currently June 18, 2007:

Either

•  Make your election online at the Boston Scientific Stock Option Exchange Program Portal, which is available at https://www.corp-action.net/Bostonscientific/. Your online election must be submitted online before the expiration date deadline; or

•  Complete, sign, date and return the paper materials made available to you upon your request, and deliver them to Mellon according to the instructions contained in the materials so that Mellon receives them before the expiration date deadline.

If you do not have access to a computer or do not wish to use our online process, you may request to be provided this offer to exchange and the forms necessary to participate in the offer in paper format. At any time you may request a paper copy of any Boston Scientific Stock Option Exchange Program document by contacting Mellon in the United States at 800-718-2943 or internationally at 201-680-6670. If you choose paper format, your election materials will need to be manually completed and delivered to Mellon in accordance with the instructions contained in the materials.

35.  Do I have to return the election materials or any other document if I do not want to exchange my options?

No. You do not have to return or submit online any documents to us if you do not wish to exchange your eligible options in this offer. If you do not timely return or submit an online election or your paper election, you will not participate in the Boston Scientific Stock Option Exchange Program. This offer is completely voluntary, and there are no penalties for electing not to participate in the offer.

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36.  If I elect to exchange my options by submitting an election to participate, can I change my mind?

Yes. If you decide to participate in the offer and then decide to withdraw or change all or some of the elections you submitted, you may do so at any time before the offer expires. You may withdraw your elections by either editing and resubmitting your election at the Boston Scientific Stock Option Exchange Program Portal, which is available at https://www.corp-action.net/Bostonscientific/, or by submitting a paper withdrawal notice that will be mailed upon your request. Your election to withdraw must be received by Mellon before the offer expires. For those without access to a computer, or if you need an additional printed copy of the withdrawal notice, please contact Mellon. (See Section 4 of Part III.)

If you then decide to participate in the exchange, you must request and submit new election materials or make a new online election. You will have the right to withdraw your tendered options at any time until we accept your tendered options. (See Section 5 of Part III.)

37.  Will BSC accept all options tendered for exchange?

We will accept all options that are properly tendered for exchange unless the offer is terminated. If we terminate the offer without accepting options for exchange, we will communicate this to you by 11:59 p.m., Eastern Daylight Savings Time on the first business day after the offer expires (i.e., if the expiration date is June 18, 2007, this communication will be no later than 11:59 p.m. Eastern Daylight Savings Time on June 19, 2007). The communication may be made orally, by written or electronic notice or by public announcement. (See Sections 6 and 16 of Part III.)

38.  What happens to my options if I do not accept this offer or if my options are not accepted for exchange?

Nothing. If you do not elect to participate in the offer, or if we terminate the offer, you will keep all your current options, and you will not receive any DSUs as described in this offer. The offer will not result in any changes to the terms of your current options. (See Section 4 of Part III.)

39.  What if I am out of the office on leave of absence or sabbatical during the offer period?

If you will be on a leave of absence, extended paid-time-off or sabbatical during any portion of the offer period, you can make your elections remotely through a virtual private network (VPN) access on your computer or you may request that a copy of the paper materials be mailed to your home address. Please contact Mellon via telephone in the United States at 800-718-2943 or internationally at 201-680-6670. It is your responsibility to contact Mellon to obtain the election materials if you will be out of the office for an extended time during the offer period. If you do not make your election online or submit a paper election form before the deadline, you will not participate in the Boston Scientific Stock Option Exchange Program.

40.  May I elect to participate in the exchange if Boston Scientific is not in an open window period.

It is okay to participate notwithstanding the fact that we are not in an open window period. When the DSUs vest and you wish to trade the stock you will then be subject to our Stock Trading Policy.

U.S. FEDERAL AND INTERNATIONAL INCOME TAX CONSIDERATIONS

41.  Will I have to pay U.S. federal income taxes at the time of the exchange if I participate in the offer?

If you are subject to U.S. income taxation, you should not incur any immediate U.S. federal income tax consequences as a result of either electing to retain your eligible options or electing to exchange your eligible options for DSUs. It is intended and the foregoing assumes that the Boston Scientific Stock Option Exchange Program and the awards issued as a result of the exchange will be exempt from federal income tax rules relating to nonqualified deferred compensation plans or, to the extent that the program or an award is subject to those rules, will comply with the requirements of those rules. Noncompliance with the nonqualified deferred

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compensation rules where they apply can result in accelerated taxable income and additional taxes. See the response to Question 42 for additional U.S. federal income tax consequences of your DSU award.

42.  What are the U.S. federal income tax consequences of my DSU award?

Upon the delivery of shares as your new DSUs vest, you will have ordinary income equal to the value of the shares at that time and the Company will be entitled to a corresponding deduction. See the response to Question 41 for additional U.S. federal income tax consequences of your participation in the exchange.

43.  How will U.S. income and employment tax withholding be handled?

Upon the issuance of shares after the vesting of your DSUs, the Company will hold back from the total number of shares to be delivered to you, and shall cause to be transferred to the Company, the whole number of shares having a fair market value on the date the shares are delivered as nearly as possible equal to (rounded to the next whole share) the Company’s withholding, income, social and similar tax obligations with respect to the shares or you may send a check to the Company to cover the withholding.

44.  What are the income and social insurance tax consequences if I live outside of the United States?

If you are a tax resident or citizen of another country, you should refer to Appendix B to this offer to exchange for a brief summary of the local tax consequences associated with your participation in the offer.

45.  Are there special considerations for people on international assignment or who have transferred from a BSC location in another country?

If you are an employee of the Company or one of its subsidiaries who is on an international expatriate assignment in a country other than your home country, or if you have transferred your employment with the Company or one of its subsidiaries from your home country to another country (either temporarily or permanently), you should consult with your personal tax advisor regarding the potential tax consequences associated with your participation in the offer. These consequences can vary greatly and will depend upon your personal circumstances.

MISCELLANEOUS

46.  What happens if BSC is acquired by another company or sells all or a portion of its assets to another company?

If we are acquired by another company, or sell all or a portion of our assets to another company, before the offer expires, you may withdraw your tendered options and have all of the rights under your options. Further, if we are acquired or sell all or a portion of our assets to another company prior to the offer expiration date, we reserve the right to withdraw the offer, in which case your options will remain outstanding subject to their terms.

In general, under the terms of the 2003 Plan, immediately prior to a change in control of BSC each DSU will vest. However, if there is a surviving or acquiring entity, the Company may provide for a substitution or assumption of DSUs by the acquiring or surviving entity or an affiliate thereof, on such terms as the Company and acquiring entity determine. In the event of such a substitution or assumption, the type of security and the number of shares covered by the DSUs would be determined by the acquisition, merger or similar agreement between us and the acquiror. If there is no surviving or acquiring entity, or if the Company does not provide for a substitution or assumption of a DSU, the DSU will vest on a basis that gives you a reasonable opportunity to participate as a stockholder in the change in control transaction. However, any final terms will be dictated by any applicable merger, acquisition or similar agreement and may vary from the scenarios contemplated above.

If you received DSUs in the offer and we are acquired by another company, or sell all or a portion of our assets to another company, after the issuance of shares of common stock to you upon the vesting of your

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DSUs, you will be a BSC stockholder upon vesting and treated the same as our other stockholders in the transaction.

If we are acquired by another company, that company may decide to terminate some or all of the employees of BSC or one of its subsidiaries before their DSUs vest in full. In that case, terminated employees would forfeit unvested DSUs and would not receive stock or any other consideration for the options that were canceled in the exchange offer. Similarly, if we sell all or a portion of our assets to another company, the asset sale may result in a termination of employment for certain affected employees before their DSUs vest in full. In that case, terminated employees would forfeit unvested DSUs and would not receive stock or any other consideration for the options that were canceled in the exchange offer. (See Section 6 of Part III.)

HOW TO GET MORE INFORMATION

47.  Who can I talk to if I have questions about the offer?

For additional information or assistance, you should call Mellon in the United States at 800-718-2943 or internationally at 201-680-6670.

In addition to these resources, we also plan to arrange for question and answer sessions, including webinars, about the Boston Scientific Stock Option Exchange Program. These sessions will not be a solicitation or make any recommendations whatsoever with respect to the offer. For example, we will not be able to answer questions about your personal situation or otherwise provide an assessment of the merits of this offer. You should consult your personal advisors if you have questions about your financial or tax situation. We will be providing information about the timing and location of the question and answer session in the coming days.

II. CERTAIN RISKS OF PARTICIPATING IN THE OFFER

Participation in the offer involves a number of potential risks, including those described below. The risks identified in this section and the risks described under the heading entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 1, 2007 and in our Quarterly Report on Form 10-Q for the period ended March 31, 2007, filed with the Commission on May 9, 2007, highlight the material risks of participating in this offer. Eligible employees should carefully consider these risks and are encouraged to speak with their personal investment and tax advisors as necessary before deciding to participate in the offer. We strongly recommend that you read the rest of this offer to exchange. In addition, employees who live and work outside of the United States are encouraged to read Section 15 of Part III (“Considerations Specific to Eligible Employees Outside of the United States”) and Appendix B (“Guide to International Issues”) of this offer to exchange discussing income and social insurance tax consequences in various countries, as well as the other documents listed above, and consult with an investment and tax advisor as necessary before deciding to participate in this offer.

ECONOMIC RISKS

If you do not have an employment relationship with BSC or one of our subsidiaries for any reason other than retirement, death or disability on the date your DSUs would otherwise vest, including as the result of a reduction-in-force, another company’s acquisition of us, or a sale of all or a portion of our assets to another company, you will forfeit any unvested DSUs.

This means that if you quit for any reason other than retirement, or we terminate your employment, with or without cause or notice, and you are not an employee on the date your DSUs would vest, you will forfeit the unvested DSUs and will not receive anything for the options you tendered and we canceled. This offer is not a guarantee of employment for any period. Your employment relationship with BSC (or one of our subsidiaries or a successor entity, as applicable) may be terminated at any time by either you or us, or our subsidiary or successor entity, with or without cause or notice, subject to any employment agreement you may have with BSC (or one of our subsidiaries or a successor entity, as applicable).

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If we are acquired by another company, that company may, as part of the transaction or otherwise, decide to terminate some or all of the employees of BSC or one of its subsidiaries prior to the vesting of DSUs granted under this exchange program. If you do not have an employment relationship with BSC (or one of our subsidiaries, or a successor entity, as applicable) due to our being acquired or for any other reason on the date your DSUs would otherwise vest, you will forfeit those unvested DSUs. Similarly, if we sell all or a portion of our assets to another company, the asset sale may result in termination of employment for certain affected employees before their DSUs vest in full. In that case, terminated employees would forfeit unvested DSUs and would not receive stock or any other consideration for the options that were canceled in the exchange offer.

The valuation methodology utilized to determine the exchange ratio is based on the binomial lattice option pricing model and may not be consistent with the results obtained using other valuation techniques or input assumptions.

We expect that the difference, if any, between the fair value of the new DSUs over the fair value of the exchanged options determined as of the time of the exchange could result in a modest additional expense to us. However, the actual accounting consequences will depend in part on participation levels as well as on the exchange ratios and vesting schedules established at the time of the option exchange.

Our valuation of the options eligible for exchange is based on the binomial lattice option pricing model using the following inputs: stock price volatility, expected employee turnover, expected rates of exercise, risk-free interest rates and expected dividends. These inputs are established based on a review of our historical stock price volatility levels and current implied volatility rates, annual employee turnover rates, and employee stock option exercise behavior. No dividends were assumed based on our historical practice of not paying dividends.

Even experts can disagree on the correct assumptions to use for any particular option valuation exercise. The assumptions we used for purposes of this offer may not be the same as those used by others and, therefore, our valuation of the options and/or the exchange ratio may not be consistent with those obtained using other valuation techniques or input assumptions.

If our stock price increases after the date your tendered options are canceled, including if we are acquired by or merge with another company, your canceled options might have been worth more than the DSUs that you receive in exchange for them.

We cannot predict the market price of our stock. It is possible over time that options you tender for exchange would have had a greater value or lesser value than the DSUs you receive under this offer.

We may engage in transactions in the future with business partners or other companies which could significantly change our structure, ownership, organization or management or the make-up of our Board of Directors, and which could significantly affect the price of our shares.

In addition, if we are acquired by another company for shares of its stock, then any stock you receive in connection with your DSUs would be the acquiring company’s stock (as opposed to BSC’s) based on the exchange ratio in the acquisition. If we are acquired by another company solely for cash, the treatment of the DSUs would be similar to a stock acquisition; however, the cash you would receive in connection with your DSUs would be based on the cash that you would have been able to receive if you had received the cash paid to our stockholders for the shares subject to your DSUs. If we are acquired by another company whose stock is not publicly traded, then your DSUs would likely be for stock that is not publicly traded and which would be difficult to sell. Furthermore, if the acquiring company elects not to assume outstanding DSUs or substitute an equivalent award for the acquiring company’s stock, then unvested portions of all outstanding DSU awards would accelerate at such time and upon such conditions as determined by the Compensation Committee in accordance with the terms of the 2003 Plan. Option holders who do not tender their options in the offer will have their outstanding options treated in accordance with the terms of the plan under which they were granted, and if their options are assumed by a successor to BSC, those options would be priced in accordance with the terms of that transaction. Since the options represent rights to purchase a greater number of shares than the

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DSUs that would replace them under this offer, this could potentially result in a greater financial benefit for those option holders who decided not to participate in this offer and who instead retain their original options.

As indicated above, if you received DSUs in the offer and we are acquired by another company, or sell all or a portion of our assets to another company, after the issuance of shares of common stock to you upon the vesting of your DSUs, you will be a BSC stockholder and treated the same as our other stockholders in the transaction. If we are acquired by another company, that company may decide to terminate some or all of the employees of BSC or one of its subsidiaries before their DSUs vest in full. In that case, terminated employees would forfeit unvested DSUs and would not receive stock or any other consideration for the options that were canceled in the exchange offer. Similarly, if we sell all or a portion of our assets to another company, the asset sale may result in a termination of employment for certain affected employees before their DSUs vest in full. In that case, terminated employees would forfeit unvested DSUs and would not receive stock or any other consideration for the options that were canceled in the exchange offer. (See Section 6 of Part III.)

We will not grant DSUs to you if we are prohibited by applicable laws or regulations.

Even if we accept your tendered options, we will not grant DSUs to you if we are prohibited by applicable laws, rules, regulations or policies from doing so or if granting the DSUs in such jurisdiction would be impractical. Such a prohibition could result from, among other things, changes in U.S. or international laws, U.S. Securities and Exchange Commission rules, regulations or policies or NYSE listing requirements or if you move to a jurisdiction in which we are prohibited or prevented from granting DSUs.

TAX-RELATED RISKS FOR U.S. TAX RESIDENTS

General

If you are a U.S. taxpayer, when your DSUs vest and we issue shares of our stock to you, we will hold back from the total number of shares to be delivered to you, and shall cause to be transferred to the Company, the whole number of shares having a fair market value on the date the shares are delivered as nearly as possible equal to (rounded to the next whole share) our withholding, income, social and similar tax obligations with respect to the shares or your may send a check to the Company to cover withholding. Different rules may apply outside of the U.S., as described below.

Tax Withholding

You should review Section 14 of Part III carefully for a more detailed discussion of the potential consequences of participating in this offer. We recommend that you consult with your personal tax and financial advisors before deciding whether or not to participate in the offer with respect to the tax consequences relating to your specific circumstances.

TAX-RELATED RISKS FOR NON-U.S. TAX RESIDENTS

If you are an eligible employee who is not a resident of the U.S. for tax purposes, you should refer to Section 15 of Part III and Appendix B of this offer to exchange for a discussion of some of the income tax, social insurance contributions and other legal consequences that may apply to you. If you participate in this offer, you may be liable for income and social insurance tax contributions on DSUs or the shares of our common stock to be issued in settlement of DSUs. Subject to any modification required to comply with local law, we expect to satisfy our tax withholding obligations with respect to our international employees by using the procedures described in the response to Question 44 and in Section 15 of Part III. In addition, you may have exchange control or securities law reporting obligations. General summaries of the tax and other legal implications of participating in the offer for employees outside of the United States can be found in Appendix B. However, these tax discussions are general in nature and are necessarily incomplete and may not apply to your specific circumstances. In addition, tax consequences and laws or regulations change frequently and occasionally on a retroactive basis. We therefore recommend you consult with your personal tax advisor in your own country about the effect on your personal tax situation if you choose to participate in the offer.

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If you are eligible for the offer and you live or work in one country but are also subject to the tax laws in another country, you should be aware that there may be other income and social insurance tax contribution consequences which may apply to you. We recommend you consult your own tax advisor to discuss these consequences.

BUSINESS-RELATED RISKS

For a description of risks related to our business and the value of our stock, please see the discussion of risks associated with our business under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007 and in our Form 8-Ks filed since then with the Commission.

III. THE OFFER

Section 1.  Eligibility.

Employees are “eligible employees” if they are employees of BSC or one of our subsidiaries on the date the offer commences and on the date on which the tendered options are canceled and replacement DSUs are granted (expected to be around June 19, 2007); provided, however, that our executive officers, members of our Board of Directors and individuals in jurisdictions whose local laws require a different arrangement are not eligible to participate in the offer. Executive officers and directors ineligible to participate in the offer are listed in Appendix A of this offer to exchange. Employees who are on medical, maternity, paternity, worker’s compensation, military or another statutorily protected leave of absence or an approved personal leave of absence are eligible to participate in the offer, so long as the Company receives their elections to participate before the expiration of the offer period within the time provided. However, an employee who resigns or receives a “notice of termination” (as defined below) at any time before the tendered options are canceled and new DSUs are granted is not eligible to participate in the offer.

For purposes of this offer, an employee will have received a “notice of termination” if the employee has received a written notice that BSC or one of our subsidiaries intends to take the steps necessary to end the employee’s employment relationship or, in accordance with local laws, the employee has received an offer, filed or has agreed in writing to file a petition in a labor court or has entered into an agreement, in each case, to end the employee’s employment relationship with BSC or one of its subsidiaries. If you are currently considered an “at-will” employee, this exchange offer does not change that status, and your employment may be terminated by us or by you at any time, including before the exchange offer expires, for any reason, with or without cause.

Section 2.  Number of DSUs; Expiration Date.

We are offering to exchange new DSUs, for certain options to purchase our common stock held by eligible employees that have an exercise price equal to or greater than $25.00. We refer in this offer to option grants for with an exercise price that is equal to or greater than $25.00, as “eligible options”. The threshold price of $25.00 equals 161% of the five-business day average closing price of our common stock prior to May 21, 2007 as reported on the NYSE, which was $15.58. Our offer is subject to the terms and conditions described in this offer to exchange and all supporting materials.

DSUs are rights that will be issued to a participant in the exchange offer promptly following its expiration and that represent, for each such unit, the right to receive one share of BSC common stock on the date that the unit vests. Until such DSUs vest through the employee’s continued employment with BSC or one of our subsidiaries, they remain subject to restrictions on transfer and forfeiture upon the employee’s termination of employment.

As of May 15, 2007, options to purchase approximately 87,798,221 shares of our common stock were outstanding under our equity compensation plans. Of these, options held by eligible employees to purchase approximately 8,524,307 shares of our common stock have exercise prices equal to or greater than $25.00 per

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share, and are thus potentially eligible to participate in this offer. Assuming all such options are properly tendered for exchange, we will issue approximately 1,459,240 new DSUs.

You may tender for exchange any or all of your eligible options. However, if you choose to tender an eligible option grant, you must tender for exchange all of the outstanding, unexercised options within that grant. For the purposes of this offer, the term “option” means a particular option grant to purchase a specified number of shares of our common stock at a specified exercise price per share. In other words, you will not be permitted to exchange part but not all of the options within any particular option grant. For example, if an eligible employee has received two individual option grants, both of which remain outstanding in their entirety, consisting of (a) an option to purchase 1,000 shares of common stock with an exercise price of $25.00 and (b) an option to purchase 1,000 shares of common stock with an exercise price of $30.00, that employee may choose to exchange all or none of the option to purchase 1,000 shares with an exercise price of $25.00 and all or none of the option to purchase 1,000 shares with an exercise price of $30.00. In this example, the employee may not choose to exchange less than the entire option for 1,000 shares under either grant. We will not accept partial tenders of options. If you attempt to tender for exchange less than all of the outstanding, unexercised options within a particular grant, we will reject your tender of that particular option in its entirety. Any such rejection will not affect any other eligible option grant that you properly tender.

The number of DSUs you will receive in exchange for a canceled eligible option grant will be determined by a ratio of either 4.0-to-1.0, 7.0-to-1.0, or 8.0-to-1.0 depending on the exercise price of the tendered options. An exchange ratio represents the number of shares subject to an eligible option that will be canceled in exchange for the grant of one new DSU under the Boston Scientific Stock Option Exchange Program. For example, an exchange ratio of “4.0-to-1.0” means that for each four shares subject to an option we cancel, we will grant one deferred stock unit. The DSUs will be granted under, and will be subject to the terms and conditions of, our 2003 Plan and an award agreement between BSC and the eligible employee.

Separate from this offer to exchange, you will have online access to a listing of your eligible options via the internet portal we have established for the Boston Scientific Stock Option Exchange Program at https://www.corp-action.net/Bostonscientific/. The website identifies each of the options you currently hold which has an exercise price equal to or greater than $25.00 and therefore may be eligible for exchange and the exchange ratio that applies to the option. If you cannot access the listing of eligible options on the Boston Scientific Stock Option Exchange Program Portal, you may request assistance by contacting Mellon in the United States at 800-718-2943 or internationally at 201-680-6670.

We will not issue any fractional DSUs. Accordingly, any exchange that would result in a fractional unit will be rounded down to the next whole number of DSUs. For example, if an employee elects to exchange an eligible option grant to purchase 750 shares of our common stock and the exchange ratio is 4.0-to-1.0 (meaning that one DSU will be issued for each 4.0 shares subject to the canceled option), that employee will receive a total of 187 DSUs (i.e., 750 divided by the exchange ratio of 4.0 is 187.5 units, and rounded down to the next whole number is 187 units).

For purposes of establishing the exchange ratios, the options subject to the Boston Scientific Stock Option Exchange Program have been valued using a binomial lattice model. This model relies on the following inputs: stock price volatility, expected employee turnover, expected rates of exercise, risk-free interest rates and expected dividends. These inputs are established based on a review of our historical stock price volatility levels and current implied volatility rates, annual employee turnover rates, and employee exercise behavior of in-the-money options. No dividends were assumed based on our historical practice of not paying dividends.

Even experts can disagree on the correct assumptions to use for any particular option valuation exercise. The assumptions we used for purposes of this offer may not be the same as those used by others and, therefore, our valuation of the options and/or the exchange ratio may not be consistent with those obtained using other valuation techniques or input assumptions. Therefore, in addition to considering the relationship between the value of your options and the value of any DSUs that you would receive pursuant to this offer, you also should consider the other matters discussed or referenced in this offer to exchange as part of your overall determination of whether or not to participate in the exchange.

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This offer will expire at 11:59 p.m., Eastern Daylight Savings Time, on June 18, 2007 unless we, in our discretion, extend the period of time during which the offer will remain open. If we extend the period of time during which the offer remains open, the offer will expire at 11:59 p.m., Eastern Daylight Savings Time, on the last business date of that period. See Section 16 of Part III for a description of our rights to extend, delay, terminate and amend the offer.

Section 3.  Purpose of the Offer.

We are making this exchange offer to benefit our employees, who are an important resource and are critical to our future growth, to increase the retention value of equity awards, and to enhance employee engagement.

Our broad-based stock option and DSU award program under our stock plans is intended to attract, retain and motivate key employees. Our stock price has declined over the last few years, which has made it a challenge for us to effectively retain and motivate top talent across the organization.

As a result of the decline in our stock price, the retention value of a major component of our total compensation has been significantly weakened. Many employees perceive that their options are of very limited or no value, which means that a significant number of our outstanding stock options are no longer effective as incentives to retain employees. Although these stock options are not likely to be exercised as long as our stock price is lower than the applicable exercise price, the stock options will remain on our books, and we continue to expense the cost of these stock options even though they are unlikely to be exercised.

Under this offer, eligible employees who elect to participate will surrender eligible options they currently hold and in return receive new DSUs. The DSUs represent our commitment to deliver to the recipient a specified number of shares, subject to certain terms and conditions described below. In all cases, the number of shares subject to the new DSU will be fewer than the number of shares subject to the eligible options exchanged through the Boston Scientific Stock Option Exchange Program.

Our Board of Directors considered a variety of alternatives to address the issues of the significant number of out-of-the-money options. By providing for the grant of replacement DSUs with extended vesting periods rather than new at-the-money stock options, the Board of Directors seeks to strengthen BSC’s equity-based retention incentives on a cost-neutral basis.

Although the Compensation Committee of our Board of Directors and the Board of Directors have approved this offer, they recognize that the decision to accept or reject the offer is an individual one that should be based on a variety of factors. Accordingly, you should consult with your personal advisors if you have questions about your financial or tax situation. We and our Board of Directors are not making any recommendation to you as to whether you should elect to exchange your options. The DSUs we are offering may end up being worth less than your existing options. You must make your own decision whether to exchange your options.

Section 4.  Procedures for Tendering Options.

Proper Tender of Options.

To properly elect to exchange your eligible options, you must notify Mellon of your election in either of the following two ways before 11:59 p.m., Eastern Daylight Savings Time, on the expiration date, which is currently June 18, 2007:

Either:

•  Make your election online at the Boston Scientific Stock Option Exchange Program Portal, which is available at https://www.corp-action.net/Bostonscientific/. Your online election must be submitted online before the expiration date deadline; or

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•  Complete, sign, date and return the paper materials made available to you at your request, and deliver them to Mellon according to the instructions contained in the paper materials so that Mellon receives it before the expiration date deadline.

If you choose not to use the electronic election format, you must request this offer to exchange and the materials necessary to participate in the offer in paper format by calling Mellon in the United States at 800-718-2943 or internationally at 201-680-6670. Your materials will need to be manually completed and delivered to Mellon in accordance with the instructions contained in the form.

To submit any printed materials, you must send the materials via regular mail, overnight courier or hand delivery using the following contact information:

Via Regular Mail, Overnight Courier or Hand Delivery:

Mellon Investor Services
480 Washington Boulevard
attn: Kathleen Tyburczy, AIM# 074-2510
Jersey City, NJ 07310

Your acceptance of our offer will be effective as of the date Mellon receives your election materials by either of the methods described above. While not a condition to your election, if you submitted your printed election materials by way of paper delivery, we also ask that you make a copy for your own files. It is your responsibility to ensure that your election is received by Mellon by the deadline.

You do not need to return your stock option agreements in order to effectively elect to accept our exchange offer.

If you send to Mellon printed election materials, you may confirm that your document has been received by calling Mellon in the United States at 800-718-2943 or internationally at 201-680-6670. Mellon will confirm receipt of your paper election within five business days after the expiration date of the offer. If you do not receive confirmation of receipt, it is your responsibility to ensure that Mellon has properly received your election.

You are not required to return the paper election materials or to make an online election. However, if Mellon does not receive either the paper election materials or your online election before 11:59 p.m., Eastern Daylight Savings Time, on the expiration date, which is currently June 18, 2007, we will interpret this as your election not to participate in the offer, and you will retain all of your outstanding options with their current terms. We will not contact you to confirm your election not to participate.

The method of delivery of your election materials is at your election and risk.  Your election materials will be effective upon receipt. In all cases, you should allow sufficient time to ensure Mellon receives it in time. If you do not receive confirmation of receipt, it is your responsibility to ensure that Mellon has received your election.

Determination of Validity; Rejection of Options; Waiver of Defects; No Obligation to Give Notice of Defects.

We will determine, in our discretion, all questions as to the number of eligible options, and the validity, form, eligibility (including time of receipt) of submitted elections (including any changes of elections) and acceptance of any tender of options. Our determination of these matters will be final and binding on all parties. We may reject any submitted elections or any options tendered for exchange to the extent that we determine the eligible options or the forms are not properly completed or to the extent that we determine it is unlawful to accept the options for exchange. We may waive any defect or irregularity in a submitted election. No eligible options will be properly tendered for exchange until all defects or irregularities have been cured by the option holder or waived by us. Neither we nor any other person is obligated to give notice of any defects or irregularities in any submitted election, and no one will be liable for failing to give notice of any defects or irregularities.

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Your Choosing to Participate and Our Accepting Your Options Constitute an Agreement.

If you elect to exchange your options by making an online election or by submitting a paper election form in accordance with the procedures described above, you will have accepted the terms and conditions of our offer. If we accept the eligible options that you properly tender for exchange, there will be a binding agreement between us and you on the terms and subject to the conditions of this offer to exchange. Subject to our rights to extend, terminate and amend the offer, we currently expect that we will accept promptly after the expiration of the offer (currently, June 18, 2007) all properly tendered eligible options that have not been validly withdrawn.

Effect of Exchange on Options.

If you elect to exchange your eligible options and we accept such options for exchange, effective on our acceptance, the eligible options you tendered for exchange will be canceled and the stock option agreement(s) evidencing them will be deemed null and void. You do not need to return your existing option agreement(s). Your new DSU award will be subject to certain terms and conditions contained within the award document. If you do not elect to exchange your eligible options or you properly withdraw a previously submitted election, you will not participate in the offer with respect to such options and you will retain your options at their current exercise price(s) and subject to their current terms.

Questions About the Offer.

You can ask questions about this offer or request assistance, additional copies of the exchange offer documents and copies of the paper materials by telephoning Mellon in the United States at 800-718-2943 or internationally at 201-680-6670.

Section 5.  Withdrawal Rights and Change of Election.

You may only withdraw your tendered options or change your election in accordance with the provisions of this Section 5.

You may withdraw your tendered options from the option exchange offer at any time before 11:59 p.m., Eastern Daylight Savings Time, on June 18, 2007. If we extend the offer beyond that time, you may withdraw your tendered options at any time until the extended expiration date. We expect to accept and cancel all properly tendered eligible options promptly following the expiration of the offer. However, if we have not yet accepted and canceled your properly tendered options by 11:59 p.m., Eastern Daylight Savings Time, on July 16, 2007, you may withdraw your tendered options at any time prior to that date and until your tendered options have been accepted.

If your employment with BSC or one of its subsidiaries terminates prior to the cancellation of options tendered and new DSUs granted pursuant to this offer, your tendered options will automatically be withdrawn. If automatically withdrawn, you may exercise those options to the extent they are vested at the time of your termination of employment, but only during the limited period for which those options remain exercisable pursuant to your stock option agreement following your termination.

Please note that, just as you may not tender a portion of an eligible option, you may also not withdraw your election with respect to a portion of an eligible option. Accordingly, if you elect to withdraw a previously tendered option represented by a particular grant, you must reject this exchange offer with respect to the entire option represented by that particular grant, but you need not withdraw your tender of other eligible options represented by different grants. You can then exercise a portion of the options in a grant and then make a new election elect to exchange the remainder of your outstanding eligible options in that grant.

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If you previously elected to exchange eligible options for DSUs, either online or in paper, and you would like to withdraw your election to exchange one or more of your eligible option grants, you must notify Mellon of your withdrawal before our offer expires in either of the following two ways:

•  You may amend your election online at the Boston Scientific Stock Option Exchange Program Portal, which is available at https://www.corp-action.net/Bostonscientific/. Your online election must be finalized and submitted online before the expiration date deadline.

•  Complete, sign, date and return the withdrawal notice made available to you upon your request, and deliver it to Mellon according to the instructions contained in the form so that we receive it before the expiration date deadline.

Mail Option

If you do not wish to participate in the exchange program online, you will be provided this offer to exchange and the forms necessary to participate or withdraw from participation in the offer in paper format upon your request. At any time you may request a paper copy of any Boston Scientific Stock Option Exchange Program document by contacting Mellon in the United States at 800-718-2943 or internationally at 201-680-6670. Your paper election materials will need to be manually completed and delivered to Mellon in accordance with the instructions contained in the materials.

To submit a printed election or withdrawal notice, you must send the entire form via regular mail, overnight courier or hand delivery using the following contact information:

Via Regular Mail, Overnight Courier or Hand Delivery:

Mellon Investor Services
480 Washington Boulevard
attn: Kathleen Tyburczy, AIM# 074-2510
Jersey City, NJ 07310

Your withdrawal from our offer will be effective as of the date Mellon receives your withdrawal notice by either of the methods described above. While not a condition to your election, if you submitted your printed withdrawal notice by way of paper delivery, we also ask that you make a copy for your own files. It is your responsibility to ensure that your withdrawal is received by Mellon before the expiration of this offer.

Mellon must receive your election to withdraw before 11:59 p.m., Eastern Daylight Savings Time, on June 18, 2007, unless the offer is extended, in which case your withdrawal notice must be received before 11:59 p.m. on the extended expiration date of the offer.

If you send us a printed withdrawal notice, you may confirm that your document has been received by calling Mellon in the United States at 800-718-2943 or internationally at 201-680-6670. Mellon will confirm receipt of your final decision within five business days after the expiration of the offer. If you do not receive confirmation of receipt, it is your responsibility to ensure that Mellon has properly received your election or withdrawal materials.

If you later decide to make a new election to tender eligible options in this offer, you must submit a new online or paper election materials by following the instructions in Section 4. Please see Section 4 for location and contact information you should use to request additional copies of the paper materials. The final change to your elections that you submit to Mellon prior to the expiration of the offer will be binding, and you will not be permitted to make any further withdrawals or elections after the offer expires.

You may not rescind any withdrawal, and options you withdraw will thereafter be deemed not properly tendered for purposes of the offer, unless you properly re-tender those options by submitting a new online election or properly completed and executed paper election materials before the offer expires.

Neither we nor any other person is obligated to give notice of any defects or irregularities in any withdrawal notice or new election materials, and no one will be liable for failing to give notice of any defects or irregularities. We will determine, in our discretion, all questions as to the form and validity, including time

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of receipt, of withdrawal notices and election materials. Our determinations of these matters will be final and binding.

The method of delivery of your withdrawal notice is at your election and risk. Your withdrawal notice will be effective upon receipt by Mellon. In all cases, you should allow sufficient time to ensure Mellon receives it in time. Mellon intends to confirm receipt of your submitted election within five business days after the expiration of the offer. If you do not receive confirmation of receipt, it is your responsibility to ensure that Mellon has received your election.

Section 6.  Acceptance of Options for Exchange and Issuance of DSUs.

Upon the terms and subject to the conditions of this offer and promptly following the expiration date (currently, June 18, 2007), we will accept for exchange all eligible options properly tendered and not validly withdrawn before the expiration of the offer. All options accepted by us pursuant to this offer will be canceled as of the date of acceptance, and you will no longer have any rights under those options. If we accept and cancel options properly tendered for exchange after June 18, 2007, or if we extend the date by which we must accept and cancel options properly tendered for exchange, the time in which the DSUs will be granted will be similarly delayed. Your grant date (and the date that your new DSUs start to vest) will be the date your new DSUs are issued.

We will not accept partial tender of an eligible option grant. However, you may tender the remaining portion of an eligible option grant that you have partially exercised.

For purposes of the offer, we will be deemed to have accepted for exchange eligible options that are validly tendered and not properly withdrawn when we give notice to option holders of our acceptance. We will give notice of the termination of the offer period, which may be by inter-office mail, email, facsimile or press release, promptly following the expiration date.

All DSU awards will be granted under our 2003 Plan and will be subject to the terms and conditions of an award agreement between you and BSC. As promptly as practicable after the grant date, we will send you an award agreement (in the appropriate form filed as an exhibit to our Tender Offer Statement on Schedule TO but with all the blanks filled in). This agreement will be effective from and as of the grant date.

If you are not an eligible employee of BSC or one of our subsidiaries on the expiration date, your election to exchange your options will automatically be deemed to have been withdrawn as of the date of your termination and our offer will not affect the terms of your existing options.

It is possible that, prior to the cancellation of options tendered for exchange and the grant of new DSUs, we might effect or enter into an agreement for a merger or other similar transaction in which BSC is acquired by another company. If there is a sale of all or substantially all of our assets or stock, or we are acquired by another company, before the expiration of the offer, you may withdraw your tendered options and have all the rights afforded you to acquire our common stock under the existing agreements evidencing those options. Further, if there is a sale of all or substantially all of our assets or stock, or we are acquired prior to the expiration date, we reserve the right to withdraw the offer, in which case your options and your rights under them will remain intact subject to all of their terms and conditions.

In general, under the terms of the 2003 Plan, immediately prior to a change in control of BSC each DSU will vest. However, if there is a surviving or acquiring entity, the Company may provide for a substitution or assumption of DSUs by the acquiring or surviving entity or an affiliate thereof, on such terms as the Company and acquiring company determine. In the event of such a substitution or assumption, the type of security and the number of shares covered by the DSUs would be determined by the acquisition, merger or similar agreement between us and the acquiror. If there is no surviving or acquiring entity, or if the Company does not provide for a substitution or assumption of a DSU, the DSU will vest on a basis that gives you a reasonable opportunity to participate as a stockholder in the change in control transaction. However, any final terms will be dictated by any applicable merger, acquisition or similar agreement and may vary from the scenarios contemplated above.

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If you received DSUs in the offer and we are acquired by another company, or sell all or a portion of our assets to another company, after the issuance of shares of common stock to you upon the vesting of your DSUs, you will be a BSC stockholder and treated the same as our other stockholders in the transaction.

If we are acquired by another company, that company may decide to terminate some or all of the employees of BSC or one of its subsidiaries before their DSUs vest in full. In that case, terminated employees would forfeit unvested DSUs and would not receive stock or any other consideration for the options that were canceled in the exchange offer. Similarly, if we sell all or a portion of our assets to another company, the asset sale may result in a termination of employment for certain affected employees before their DSUs vest in full. In that case, terminated employees would forfeit unvested DSUs and would not receive stock or any other consideration for the options that were canceled in the exchange offer.

Section 7.  Conditions of the Offer.

Subject to rules of the Commission and notwithstanding any other provision of the offer, we will not be required to accept for exchange any options and may terminate or amend the offer or postpone the acceptance of any options, if at any time on or after commencement of the offer and before the expiration date of the offer any of the following events shall have occurred (or shall have been determined by us to have occurred) that in our judgment makes it inadvisable to proceed with the offer or with acceptance for exchange:

•  there has been instituted or is pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that challenges the making of the offer, the acquisition of some or all of the tendered options pursuant to the offer, or the issuance of DSUs in exchange for options; or that, in our reasonable judgment, would materially and adversely affect our business, condition (financial or other), income, operations or prospects, or otherwise materially impair in any way the contemplated future conduct of our business or the business of any of our subsidiaries or materially impair (such as by increasing the accounting or other costs of the offer to us) the contemplated benefits of the offer to us described in Section 3 above;

•  there has been any action pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the offer on us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would:

•  make the acceptance for exchange of, or the issuance of DSUs for, some or all of the options illegal or otherwise restrict or prohibit consummation of the offer;

•  delay or restrict our ability, or render us unable, to accept for exchange, or issue DSUs for, some or all of the tendered options;

•  materially impair (such as by increasing the accounting or other costs of the offer to us) the contemplated benefits of the offer to us described in Section 3 above; or

•  materially and adversely affect our business, condition (financial or other), income, operations or prospects or otherwise materially impair in any way the contemplated future conduct of our business or the business of any of our subsidiaries;

•  there has occurred:

•  any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market;

•  the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory);

•  the commencement of a war, armed hostilities or other international or national crisis directly or indirectly involving the United States, which could reasonably be expected to affect materially or adversely, or to delay materially, the completion of this offer;

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•  any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, would affect the extension of credit by banks or other lending institutions in the United States;

•  any significant change in the market price of our shares of common stock or any change in the general political, market, economic or financial conditions in the United States or abroad that would, in our reasonable judgment, have a material and adverse effect on our business, condition (financial or other), operations or prospects or on the trading in our common stock;

•  any change in the general political, market, economic or financial conditions in the United States or abroad that would have, in our reasonable judgment, a material and adverse effect on our business, condition (financial or other), operations or prospects or that of our subsidiaries or that, in our reasonable judgment, makes it inadvisable to proceed with this offer;

•  any decline in either the Dow Jones Industrial Average or the Standard & Poor’s Index of 500 Companies by an amount in excess of 10% measured from the close of business on May 22, 2007; or

•  in the case of any of the foregoing existing at the time of the commencement of the offer, a material acceleration or worsening thereof;

•  any change in generally accepted accounting principles or interpretations of generally accepted accounting principles which would, in our reasonable judgment, materially and adversely affect the manner in which we are required for financial accounting purposes to account for the offer;

•  a tender or offer with respect to some or all of our common stock, or a merger or acquisition proposal for us, has been proposed, announced or made by another person or entity or has been publicly disclosed, or we have learned that:

•  any person, entity or “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act) shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding shares of our common stock, or any new group has been formed that beneficially owns more than 5% of the outstanding shares of our common stock (other than any such person, entity or group who has filed a Schedule 13D or Schedule 13G with the Commission on or before the expiration date of the offer);

•  any person, entity or group who has filed a Schedule 13D or Schedule 13G with the Commission on or before the expiration date of the offer has acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding shares of our common stock; or

•  any person, entity or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of their respective assets or securities; and

•  any change or changes shall have occurred in our business, condition (financial or other), assets, income, operations, prospects or stock ownership or that of our subsidiaries that, in our reasonable judgment, has or would have an adverse effect on us and our subsidiaries, taken as a whole, or is deemed by us to be unfavorable to us or our subsidiaries.

The conditions to the offer are for our benefit and are not limited to the conditions listed above. We may assert them at our discretion prior to the expiration date. We may waive them, in whole or in part, at any time and from time to time prior to the expiration date, in our discretion, whether or not we waive any other conditions to the offer. Our failure at any time to exercise any of these rights will not be deemed a waiver of such rights, but will be deemed a waiver of our ability to assert the condition that was triggered with respect to the particular circumstances under which we failed to exercise our rights. The waiver of any of these rights with respect to particular facts and circumstances will not be deemed to be a waiver with respect to any other facts and circumstances. Any determination or judgment we make concerning the events described in this section will be final and binding upon all persons.

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Section 8.  Price Range of Our Common Stock.

Our common stock is quoted on the New York Stock Exchange under the trading symbol “BSX”. The following table shows the market range for our common stock for the periods indicated based on reported sales prices on the New York Stock Exchange.

	High		Low
Fiscal Year Ended December 31, 2007
First Quarter	$	18.59	$	14.22
Second Quarter (through May 21, 2007)	$	16.67	$	14.59
Fiscal Year Ended December 31, 2006
First Quarter	$	26.48	$	20.90
Second Quarter	$	23.30	$	16.65
Third Quarter	$	17.75	$	14.77
Fourth Quarter	$	17.18	$	14.65
Fiscal Year Ended December 31, 2005
First Quarter	$	35.19	$	28.67
Second Quarter	$	30.80	$	27.00
Third Quarter	$	28.95	$	23.05
Fourth Quarter	$	27.33	$	22.95

The closing price of our common stock on May 21, 2007 was $15.53.

We recommend that you obtain the current market price of our common shares before deciding whether to elect to exchange your options.

Section 9.  Source and Amount of Consideration; Terms of DSUs.

Consideration.

The number of whole DSUs to be granted in exchange for each eligible option grant was determined based upon an exchange ratio applicable to that option. Each eligible employee will have online access to information identifying the options held by the employee which have exercise prices equal to or greater than $25.00 and therefore are eligible for exchange. The information will come through the Boston Scientific Stock Option Exchange Program Portal.

We will not issue any fractional DSUs. Accordingly, any exchange that would result in a fractional share or unit under the exchange ratio will be rounded down to the next whole number of DSUs.

As of May 15, 2007, there were 87,798,221 shares underlying stock options and 17,529,336 shares underlying other stock-based awards outstanding under the 2003 Long-Term Incentive Stock Plan and 2000 Long-Term Incentive Stock Plan (the “Stock Plans”). Of the outstanding options, as of May 15, 2007, options to purchase 8,524,307 shares of common stock would be eligible for exchange under the Boston Scientific Stock Option Exchange Program. If all of the eligible options were exchanged for new DSUs at the exchange ratios set forth in this offer to exchange, the number of shares of stock subject to the new DSUs granted would be approximately 1,459,240. As of May 15, 2007, 18,847,564 shares were available for grant of equity-based awards, including stock options and DSUs, under our Stock Plans. Assuming that all eligible options are exchanged, the number of shares of stock available for grant of future awards under our Stock Plans would automatically increase in the aggregate by approximately 7,065,547 pursuant to the terms of these plans.

Terms of the DSUs.

The DSUs issued pursuant to this offer will be issued under the 2003 Plan. For each DSU award granted in the offer, we and the participant will enter into a DSU agreement. As promptly as practicable after the grant

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date, we will send to each recipient of DSUs in this offer a completed award agreement. The terms and conditions of the DSU awards will vary from the terms and conditions of the options tendered for exchange. This agreement will be effective from and as of the grant date. The following description of the DSU awards to be granted under the 2003 Plan is a summary of the material terms of these awards.

Important Note: The description below of the 2003 Plan and the DSU awards to be granted in this offer is merely a summary and does not purport to be complete. Any statements are subject to, and are qualified in their entirety by reference to, all provisions of the 2003 Plan and the form of agreement evidencing the DSU award. These documents have been included as exhibits to our Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (to which this document is also an exhibit).

In addition, please note that your award agreement will contain additional provisions regarding data privacy, responsibility for taxes, and an acknowledgment and waiver with respect to the nature of the offer.

•  General.  The 2003 Plan was adopted by our Board of Directors on February 25, 2003 and initially approved by our stockholders on May 6, 2003. As of May 15, 2007, there were approximately 18,013,402 shares of our common stock available for grant under the 2003 Plan. This number will be increased by up to 6,134,610 shares subject to eligible options canceled in this offer (after netting out the number of shares subject to DSU awards granted in the Boston Scientific Stock Option Exchange Program). The 2003 Plan permits the Compensation Committee of our Board of Directors to grant a variety of equity-based awards, including the DSUs to be granted in this offer.

•  Purpose.  The purpose of the 2003 Plan is to advance the interests of BSC and its stockholders in attracting, retaining and motivating employees whose present and potential contributions are important to the success of BSC.

•  Administration.  The 2003 Plan is generally administered by the Compensation Committee of our Board of Directors. Subject to the provisions of the 2003 Plan, the Compensation Committee selects the individuals eligible to be granted awards under the 2003 Plan, the types of awards granted, the time(s) at which awards may be granted, the number of shares, units or rights subject to each award and all of the terms and conditions of each award. The Compensation Committee has the authority to interpret the 2003 Plan and to make all other determinations relating to the 2003 Plan.

•  Nature of Deferred Stock Units.  Each DSU is a right to receive a share of our common stock at a time specified in the award agreement. You should be aware that DSUs are merely bookkeeping entries, so that no actual shares of our common stock are issued when the DSUs are granted. Under the terms of the DSU awards to be issued in this offer, shares of our common stock will be issued when the corresponding DSUs vest, if at all. Between the date on which a DSU award is granted and the date on which DSUs subject to the award vest, the value of the award will fluctuate based on the market price of our common stock. However, you will have no rights as a BSC stockholder by virtue of having been granted a DSU award until actual shares of our common stock are issued to you. No monetary payment (other than applicable tax withholding, if any) will be required as a condition of being granted a DSU award or being issued shares of our common stock upon vesting of the award.

•  Vesting.  DSUs received in exchange for eligible options will be subject to a new vesting schedule that will commence on the date of grant of the new DSU. We will grant DSUs promptly following the expiration of the offer in exchange for properly tendered options. DSUs you receive in the offer will be unvested as of the grant date and will require a minimum period of one year and a maximum period of four years of employment for full vesting of the award, even if the eligible option grant you surrendered in exchange for those DSUs was fully vested. The length of the vesting schedule applicable to each award of DSUs will depend on the remaining vesting period of the option as of the date it is canceled in exchange for DSUs.

•  Termination of Employment.  In the event a participant in the offer ceases to be an employee of BSC or any of our subsidiaries at any time prior to the vesting of the participant’s DSUs for any reason other

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than retirement, death or disability, all of such participant’s DSUs which are unvested at the time of termination of employment generally will be forfeited to BSC and canceled.

•  Transfer Restrictions.  Until they have vested and we have issued you shares of our common stock, your DSUs may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered, other than by will or the laws of descent and distribution.

•  Voting and Dividend Rights.  If you are granted DSUs, you will have no voting rights and no rights to receive any dividends paid with respect to shares of our common stock prior to the date on which the shares underlying your DSUs are issued to you after your award vests.

•  Adjustments Upon Certain Events.  Subject to any required action by our stockholders, in the event of any change in our common stock effected without receipt of consideration by BSC, whether through recapitalization, reclassification, stock dividend, stock split, reverse stock split, subdivision, combination or similar change in our capital structure, proportionate adjustments will be made in the number and kind of shares subject to DSU awards, as determined by the Compensation Committee.

•  Effect of a Change in Control of BSC.  In the event of a change in control of BSC, the successor company may assume or may substitute substantially equivalent awards for the successor company’s stock. If the successor company elects not to assume your DSUs or substitute an equivalent award, then the vesting of any portion of your DSU award that otherwise remains unvested prior to the time of the acquisition of BSC would accelerate at such time and upon such conditions as the Compensation Committee will determine in accordance with the terms of the 2003 Plan.

The assumption or substitution of the DSUs, the cash payments of the awards and the acceleration of vesting may result in different income and social insurance tax consequences to you than are described in this offer to exchange.

•  Amendment or Termination of the 2003 Plan.  The Board of Directors has the authority to amend or terminate the 2003 Plan at any time.

•  Registration of Shares.  The shares of BSC common stock underlying the DSUs issuable in connection with the exchange have been registered under the Securities Act of 1933 on a registration statement on Form S-8 filed with the U.S. Securities and Exchange Commission. Unless you are considered an “affiliate” of BSC, you will generally be able to sell the vested shares you receive pursuant to your DSUs free of any transfer restrictions under applicable United States securities laws.

•  Tax Consequences.  If you are a U.S. tax resident, you should refer to Section 14 for a discussion of the material U.S. federal income tax consequences of the acquisition and vesting of DSUs under this offer and receipt of shares of BSC common stock in settlement of vested DSUs. If you are a tax resident or citizen of another country, you should refer to Section 15 and Appendix B to this offer to exchange for a discussion of income and social insurance tax consequences for employees in certain countries of the acquisition, holding and vesting of DSUs, as well as the consequences of accepting such awards under this offer. We recommend that you consult with your own tax advisor to determine the income and social insurance tax consequences of this transaction under the laws of the country in which you live and work.

Section 10.  Information Concerning Boston Scientific Corporation

Boston Scientific Corporation is a worldwide developer, manufacturer and marketer of medical devices that are used in a broad range of interventional medical specialties including interventional cardiology, cardiac rhythm management, peripheral interventions, cardiac surgery, vascular surgery, electrophysiology, neurovascular intervention, oncology, endoscopy, urology, gynecology and neuromodulation.

Since we were formed in 1979, we have advanced the practice of less-invasive medicine by helping physicians and other medical professionals treat a variety of diseases and improve patients’ quality of life by providing alternatives to surgery and other medical procedures that are typically traumatic to the body. Some of our medical products are used for enlarging narrowed blood vessels to prevent heart attack and stroke;

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clearing passages blocked by plaque to restore blood flow; detecting and managing fast, slow or irregular heart rhythms; mapping electrical problems in the heart; opening obstructions and bringing relief to patients suffering from various forms of cancer; performing biopsies and intravascular ultrasounds; placing filters to prevent blood clots from reaching the lungs, heart or brain; treating urological, gynecological, renal, pulmonary, neurovascular and gastrointestinal diseases; and modulating nerve activity to treat deafness and chronic pain.

Our history began in the late 1960s when our co-founder, John Abele, acquired an equity interest in Medi-tech, Inc., a research and development company focused on developing alternatives to surgery. Medi-tech’s initial products, a family of steerable catheters, were introduced in 1969 and were used in some of the first less-invasive procedures performed. In 1979, John Abele joined with Pete Nicholas to form Boston Scientific Corporation, which indirectly acquired Medi-tech. This acquisition began a period of active and focused marketing, new product development and organizational growth. Since then, our net sales have increased substantially, growing from $1.8 million in 1979 to approximately $7.8 billion in 2006.

Our growth has been fueled in part by strategic acquisitions and alliances designed to improve our ability to take advantage of growth opportunities in the medical device industry. In 2006, we experienced a transforming event with our acquisition of Guidant Corporation, a world leader in the treatment of cardiac disease. This acquisition enabled us to become a major provider in the more than $9 billion global Cardiac Rhythm Management (CRM) business, enhancing our overall competitive position and long-term growth potential and further diversifying our product portfolio. With this acquisition, we have become one of the world’s largest cardiovascular device companies and a global leader in microelectronic therapies. This and other acquisitions have helped us add promising new technologies to our pipeline and to offer one of the broadest product portfolios in the world for use in less-invasive procedures. We believe that the depth and breadth of our product portfolio has also enabled us to compete more effectively in, and better absorb the pressures of, the current healthcare environment of cost containment, managed care, large buying groups and hospital consolidation.

Certain Financial Information.  Set forth below is a summary of our financial information. This information is derived from and qualified by reference to our publicly available consolidated financial statements and should be read in conjunction with the financial statements, related notes and other financial information included in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and Item 1 of our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007, which are incorporated herein by reference. See Section 18.

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CONDENSED CONSOLIDATED FINANCIAL DATA (UNAUDITED)

	December 31,				March 31,
	2006		2005		2007
	(In millions, except per share data)
BALANCE SHEET DATA
Current assets	$	4,901	$	2,631	$	4,584
Non-current assets		26,195		5,565		26,485
Total assets		31,096		8,196		31,069
Current liabilities		2,630		1,479		2,370
Non-current liabilities		13,168		2,435		13,150
Total liabilities		15,798		3,914		15,520
Total stockholders’ equity		15,298		4,282		15,549
Book value per common share		10.37		5.22		10.49

	Year Ended					Three Months Ended
	December 31,					March 31,
	2006			2005		2007		2006
	(In millions, except per share data)
STATEMENT OF OPERATIONS DATA
Net sales	$	7,821		$	6,283	$	2,086	$	1,620
Gross profit		5,614			4,897		1,518		1,246
Operating (loss) income		(2,949	)		968		282		497
(Loss) income before income taxes		(3,535	)		891		159		431
Net (loss) income		(3,577	)		628		120		332
Net (loss) income per common share — basic	$	(2.81	)	$	0.76	$	0.08	$	0.40
Net (loss) income per common share — assuming dilution	$	(2.81	)	$	0.75	$	0.08	$	0.40
Weighted average shares outstanding
Basic		1,273.7			825.8		1,481.3		821.3
Assuming dilution		1,273.7			837.6		1,497.8		830.4
OTHER
Ratio of earnings to fixed charges(a),(b)					9.74		2.05		11.85

(a)	For 2006, the ratio was less than 1.0 and was deficient by $3.1 billion.
(b)	We present interest on uncertain tax positions as income tax expense, as permitted by FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes. Accordingly, such interest is excluded from fixed charges for purposes of the calculation for all periods presented.

For information regarding the accounting consequences of our offer, see Section 12.

Section 11.  Interests of Directors and Officers; Transactions and Arrangements Concerning the Options.

A list of our directors and executive officers who are not eligible to participate in this offer is attached to this offer to exchange as Appendix A, which is incorporated by reference herein. For information with respect to the beneficial ownership of our common stock by those directors and named executive officers who were beneficial owners of our common stock as of January 31, 2007, please refer to our definitive proxy statement on Schedule 14A filed with the Commission on March 27, 2007, which is incorporated by reference into our Form 10-K.

Other than as described below and other than transactions in our securities in the ordinary course under our stock incentive plans with persons who are neither executive officers nor directors of BSC, neither BSC or

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its subsidiaries nor, to the best of our knowledge, our executive officers, directors or affiliates have effected transactions in options to purchase BSC common stock or in shares of BSC common stock during the 60 days prior to May 22, 2007, except as follows:

•  On May 8, 2007, each of the following non-employee directors was granted an annual grant of restricted stock in the amount of 7,238 shares vesting upon the expiration of each non-employee director’s current term of office: John E. Abele, Ursula M. Burns, Nancy-Ann DeParle, Joel L. Fleishman, Marye Anne Fox, Ph.D., Ray J. Groves, Kristina M. Johnson, Ernest Mario, Ph.D., N.J. Nicholas, Jr., Pete M. Nicholas, John E. Pepper, Uwe E. Reinhardt, Ph.D., and Senator Warren B. Rudman. The restricted stock share amounts equal $120,000 divided by $16.58, which was the closing sale price of the Common Stock on the date of grant as reported by the New York Stock Exchange;

•  On May 7, 2007, James Gilbert was awarded 38,992 Deferred Stock Units, each unit representing a promise by the Company to issue one share of its Common Stock in five equal annual installments commencing on May 7, 2008, the first anniversary of the award;

•  On May 4, 2007, Pete M. Nicholas acquired 960,000 shares of Common Stock at a price of $12.41 per share by exercising an option to purchase 960,000 shares of Common Stock prior to its expiration on May 5, 2007. On May 4, 2007 and May 7, 2007, Mr. Nicholas disposed of an aggregate of 827,300 shares of Common Stock in a series of sales on the open market;

•  On May 4, 2007, John E. Abele acquired 181,000 shares of Common Stock at a price of $12.41 per share by exercising an option to purchase 181,000 shares of Common Stock prior to its expiration on May 5, 2007. On May 4, 2007 and May 7, 2007, Mr. Abele disposed of an aggregate of 153,000 shares of Common Stock in a series of sales on the open market;

•  On May 2, 2007, Lawrence C. Best acquired 300,000 shares of Common Stock at a price of $12.41 per share by exercising half of an option to purchase 600,000 shares of Common Stock prior to its expiration on May 5, 2007. On May 2, 2007, Mr. Best disposed of 300,000 shares of Common Stock in a series of sales on the open market. On May 3, 2007, Mr. Best acquired the remaining 300,000 shares of Common Stock at a price of $12.41 per share by exercising the remainder of the aforementioned option. On May 3, 2007, Mr. Best disposed of 300,000 shares of Common Stock in a series of sales on the open market. The sales were all effected on the New York Stock Exchange pursuant to a Rule 10b5-1 trading plan established to sell shares of Common Stock acquired following the exercise of an option to purchase Common Stock prior to the expiration of the option on May 5, 2007;

•  On May 1, 2007, Paul W. Sandman acquired 320,000 shares of Common Stock at a price of $12.41 per share by exercising an option to purchase 320,000 shares of Common Stock prior to its expiration on May 5, 2007. On May 1, 2007, Mr. Sandman disposed of 320,000 shares of Common Stock in a series of sales on the open market. The sales were effected on the New York Stock Exchange pursuant to a Rule 10b5-1 trading plan established to sell shares of Common Stock acquired following the exercise of an option to purchase Common Stock prior to the expiration of the option on May 5, 2007;

•  On April 30, 2007, N.J. Nicholas, Jr. acquired 10,000 shares of Common Stock indirectly in a series of purchases on the open market through his IRA;

•  On April 26, 2007, Paul A. LaViolette acquired 340,000 shares of Common Stock at a price of $12.41 per share by exercising an option to purchase 340,000 shares of Common Stock prior to its expiration on May 5, 2007. On April 26, 2007, Mr. LaViolette disposed of 340,000 shares of Common Stock in a series of sales on the open market. The sales were effected on the New York Stock Exchange pursuant to a Rule 10b5-1 trading plan established to sell shares of Common Stock acquired following the exercise of an option to purchase Common Stock prior to the expiration of the option on April 26, 2007;

•  On April 26, 2007, Joel L. Fleishman acquired 8,000 shares of Common Stock at a price of $12.41 per share by exercising an option to purchase 8,000 shares of Common Stock prior to the expiration of the option on May 5, 2007; and

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•  On March 31, 2007, each of the following non-employee directors received stock equivalent units (“SEUs”) pursuant to the Company’s deferred compensation program: Ursula M. Burns received 1,028 SEUs, Marye Anne Fox received 441 SEUs, Ray J. Groves received 1,028 SEUs, Ernest Mario, Ph.D. received 1,028 SEUs, N.J. Nicholas, Jr. received 881 SEUs, John E. Pepper received 661 SEUs, and Senator Warren B. Rudman received 1,175 SEUs. All SEUs were valued at $17.018 per share, which is the average of the closing sale price of the Common Stock on the last five trading days of the preceding quarter, as reported by the New York Stock Exchange.

Except as described in this offer to exchange and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, or our 2007 proxy statement and, other than outstanding options and other awards granted from time to time to certain of our employees (including executive officers) and our directors under our compensation and incentive plans, neither we nor any person controlling us nor, to our knowledge, any of our directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the offer with respect to any of our securities (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations).

Section 12.  Status of Options Accepted by Us in the Offer; Accounting Consequences of the Offer.

Options that we acquire and cancel through the offer will be used for the issuance of the DSUs granted under the Boston Scientific Stock Option Exchange Program, and the shares subject to those canceled options will be returned to the pool of shares available for future issuance under the Stock Plans.

Effective with our fiscal year commencing on January 1, 2006, we have adopted the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“SFAS No. 123R”), on accounting for share-based payments, which requires recognition of expense for both stock option grants and DSUs based on their estimated fair value as of the date of grant. Under SFAS No. 123R, to the extent the fair value of each award of DSUs granted to employees exceeds the fair value of the stock options surrendered, such excess is considered additional compensation. This excess, in addition to any remaining unrecognized expense for the stock options surrendered in exchange for the DSUs, will be recognized by BSC as an expense for compensation. This expense will be recognized in accordance with the requirements of SFAS No. 123R. The accounting consequences of the exchange program will depend in part on participation levels as well as on the exchange ratios and vesting schedules established at the time of the option exchange.

Section 13.  Legal Matters; Regulatory Approvals.

We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by the offer, or of any approval or other action by any government or regulatory authority or agency that is required for the acquisition or ownership of the options or DSUs as described in the offer. If any other approval or action should be required, we presently intend to seek that approval or take that action. This could require us to delay the acceptance of options returned to us. We cannot assure you that we would be able to obtain any required approval or take any other required action. Our failure to obtain any required approval or take any required action might result in harm to our business. Our obligation under the offer to accept exchanged options and to issue DSUs is subject to the conditions described in Section 7.

Section 14.  Material U.S. Federal Income Tax Consequences.

The following is a description of the material U.S. federal income tax consequences of the offer. This discussion is based on the Internal Revenue Code of 1986, as amended (which we refer to in this Section as the “Code”), its legislative history, Treasury Regulations thereunder and administrative and judicial interpretations thereof, as of the date hereof. We have not obtained a tax ruling or other confirmation from the U.S. Internal Revenue Service (which, we refer to as the “IRS”) with regard to this information, and it is possible that the IRS may take a different position. This summary is general in nature and does not discuss all

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of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the DSU is granted.

If you are subject to U.S. income taxation, you will not incur any immediate U.S. federal income tax consequences as a result of either electing to retain your eligible options or electing to exchange your eligible options for DSUs. It is intended and the foregoing assumes that the Boston Scientific Stock Option Exchange Program and the awards issued as a result of the exchange will be exempt from federal income tax rules relating to nonqualified deferred compensation plans or, to the extent that the program or an award is subject to those rules, will comply with the requirements of those rules. Noncompliance with the nonqualified deferred compensation rules where they apply can result in accelerated taxable income and additional taxes. Upon the delivery of shares after vesting of your new DSUs, you will have ordinary income equal to the value of the shares at that time and we will be entitled to a corresponding deduction. Upon the issuance of shares upon the vesting of your DSUs, we will hold back from the total number of shares to be delivered to you, and shall cause to be transferred to the Company, the whole number of shares having a fair market value on the date the shares are delivered as nearly as possible equal to (rounded to the next whole share) our minimum statutory withholding, income, social and similar tax obligations with respect to the shares.

If you are living or working in the United States, but are also subject to the tax laws in another country, you should be aware that there may be other income and social insurance tax consequences which may apply to you. We recommend that you consult your own tax advisor to discuss the consequences to you of participating in the offer.

We recommend that you consult your own tax advisor with respect to the consequences of participating in the offer under state, local and non-U.S. tax laws, as well as tax consequences arising from your particular personal circumstances.

Section 15.  Considerations Specific to Eligible Employees Outside of the United States.

If you are eligible to participate in the offer and a tax resident or citizen of another country other than the United States, you are subject to the terms of the offer as described in this offer to exchange. Generally, all employees worldwide are eligible to participate in this offer. However, due to restrictions arising under the local laws of certain countries, the offer cannot be extended to employees in such countries.

International employees should refer to Appendix B (“Guide to International Issues”) to this offer to exchange for a discussion of the tax, social insurance and other legal consequences of accepting or rejecting the offer under various foreign laws. If you are an employee who is a tax resident or citizen of a foreign jurisdiction or are otherwise subject to a tax liability in a foreign jurisdiction and you participate in this offer, you may be liable for income and social insurance tax on the DSUs or the shares of our common stock to be issued after vesting of those awards. Subject to any modification required to comply with local law, we expect to satisfy our tax withholding obligations with respect to our international employees by using the procedures described in Section 14 above. In addition, you may be subject to exchange control or other reporting obligations.

General summaries of the tax, social insurance and certain other legal implications of participating in the offer for employees outside of the United States can be found in Appendix B of this offer to exchange. However, these tax discussions are general in nature and are necessarily incomplete and may not apply to your specific circumstances. In addition, tax consequences change frequently and occasionally on a retroactive basis. We therefore recommend that you consult with your personal tax advisor in your own country about the effect on your personal tax situation if you choose to participate in the offer.

If you are eligible for the offer and you live or work in one country but are also subject to the tax laws in another country, you should be aware that there may be other income and social insurance tax consequences which may apply to you. Again, you should consult your own tax advisor to discuss these consequences.

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Before accepting the offer, we recommend that you consult with your own tax advisor to determine the income and social contribution tax consequences of participating in the offer.

Section 16.  Extension of Offer; Termination; Amendment.

We expressly reserve the right, in our discretion, at any time and from time to time, and regardless of whether or not any event set forth in Section 7 (“Conditions of the Offer”) of Part III of this document has occurred or is deemed by us to have occurred, to extend the period of time during which the offer is open and thereby delay the acceptance for exchange of any options by giving oral, written or electronic notice of such extension to the option holders or making a public announcement thereof.

We also expressly reserve the right, in our reasonable judgment, prior to the expiration date of the offer to terminate or amend the offer and postpone our acceptance and cancellation of any options that you elect to exchange upon the occurrence of any of the conditions specified in Section 7 of this document by giving oral, written or electronic notice of such termination or postponement to you or by making a public announcement thereof. Notwithstanding the foregoing, we will return the options elected for exchange promptly after termination or withdrawal of the offer to exchange.

Subject to compliance with applicable law, we further reserve the right, in our discretion, and regardless of whether any event set forth in Section 7 has occurred or is deemed by us to have occurred, to amend the offer in any respect or to terminate it altogether.

Amendments to the offer may be made at any time and from time to time. In the case of an extension, the amendment will be issued no later than 9:00 a.m., Eastern Time, on June 19, 2007, or, if already extended, on the next business day after the last previously scheduled or announced expiration date. Any amendment of the offer will be disseminated promptly in a manner reasonably designed to inform option holders of the change. Without limiting the manner in which we may choose to disseminate any amendment of this offer, except as required by law, we have no obligation to publish, advertise, or otherwise communicate any amendment.

If we materially change the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer. Such changes include but are not limited to the following actions, in which case we will notify you and extend the expiration date to the tenth business day after the date of the notice (unless the expiration date as originally scheduled is already on or after the tenth business day):

•  we increase or decrease the per share exchange value of the options (i.e., increase or decrease what we will give you in exchange for your options); or

•  we change the type of options eligible to be tendered for exchange in the offer.

A “business day” means any day other than a Saturday, Sunday, federal holiday or state holiday in Massachusetts and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Time.

Section 17.  Fees and Expenses.

We will not pay any fees or commissions to any broker, dealer or other person for asking option holders to exchange options under this offer.

Section 18.  Additional Information.

With respect to the offer, we have filed with the U.S. Securities and Exchange Commission (the “Commission”) a Tender Offer Statement on Schedule TO, of which this offer to exchange is a part. This offer to exchange does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that, in addition to this offer to exchange, all online information and paper materials provided upon request, you review the Schedule TO, including its exhibits, before deciding whether or not to exchange your options. We are subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and, in accordance with that act, are obligated to file reports, proxy

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statements and other information with the Commission relating to our business, financial condition and other matters. Such reports, proxy statements and other information include the following, which are incorporated herein by reference:

•  our Annual Report on Form 10-K for our fiscal year ended December 31, 2006, filed with the Commission on March 1, 2007;

•  our definitive proxy statement for our 2007 annual meeting of stockholders, filed with the Commission on March 27, 2007;

•  our Quarterly Report on Form 10-Q for the period ended March 31, 2007, filed with the Commission on May 9, 2007;

•  our Current Reports on Form 8-K filed with the Commission;

•  the description of our common stock contained in our Registration Statement on Form S-1, together with any other amendments or reports filed for the purpose of updating such description;

and any amendment or report filed for the purpose of updating such descriptions may be examined, and copies may be obtained, at the Commission’s public reference room in Washington, D.C. You may obtain information on the operation of the public reference room by calling the Commission at 1-800-732-0330. Our filings are also available to the public on the Commission’s Internet site at http://www.sec.gov and our website at http://www.bostonscientific.com.

Our common stock is quoted on the NYSE under the symbol “BSX”, and our filings with the Commission can also be read at the offices of the NYSE.

We will also provide without charge to each person to whom a copy of this offer to exchange is made available, upon the written or oral request of any such person, a copy of any or all of the documents to which we have referred you, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). You may request a copy by writing to Mellon at Mellon Investor Services ,480 Washington Boulevard, attn: Kathleen Tyburczy, AIM# 074-2510, Jersey City, NJ 07310, or telephoning Mellon in the United States at 800-718-2943 or internationally at 201-680-6670 between the hours of 9:00 a.m. and 5:00 p.m., Eastern Time.

As you read the documents listed in this Section 18, you may find some inconsistencies in information from one document to another. Should you find inconsistencies between the documents, or between a document and this offer to exchange, you should rely on the statements made in the most recent document.

The information contained in this offer to exchange about BSC should be read together with the information contained in the documents to which we have referred you.

Section 19.  Miscellaneous.

We are not aware of any jurisdiction where the making of the offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the offer is not in compliance with any valid applicable law, we will make a good faith effort to comply with such law. If, after such good faith effort, we cannot comply with such law, the offer will not be made to, nor will options be accepted from the option holders residing in such jurisdiction.

We have not authorized any person to make any recommendation on our behalf as to whether you should elect to accept this offer with respect to your options. You should rely only on the information in this document or documents to which we have referred you. We have not authorized anyone to give you any information or to make any representations in connection with the offer other than the information and representations contained in this offer to exchange and in the related offer documents. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by BSC.

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Section 20.  Forward-Looking Statements.

Certain statements that we may make from time to time, including statements contained in this offer to exchange and information incorporated by reference into this offer to exchange, constitute “forward-looking statements.” Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “estimate,” “intend” and similar words used in connection with, among other things, discussions of our financial performance, growth strategy, regulatory approvals, product development or new product launches, market position, sales efforts, intellectual property matters or acquisitions and divestitures. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. If our underlying assumptions turn out to be incorrect, or if certain risks or uncertainties materialize, actual results could vary materially from the expectations and projections expressed or implied by our forward-looking statements. As a result, investors are cautioned not to place undue reliance on any of our forward-looking statements.

May 22, 2007 Boston Scientific Corporation

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APPENDIX A

INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF
BOSTON SCIENTIFIC CORPORATION*

The directors and executive officers of Boston Scientific Corporation, their positions and offices held as of May 22, 2007 are set forth in the following table:

DIRECTORS
John E. Abele	70	Director, Founder
Ursula M. Burns	48	Director, President, Xerox Corporation
Nancy-Ann DeParle	50	Director, Managing Director, CCMP Capital Advisors, LLC
Joel L. Fleishman	73	Director, Professor of Law and Public Policy, Duke University
Marye Anne Fox, Ph.D.	59	Director, Chancellor of the University of California, San Diego
Ray J. Groves	71	Director, Retired Chairman and Chief Executive Officer, Ernst & Young
Kristina M. Johnson	50	Director, Dean of the Pratt School of Engineering, Duke University
Ernest Mario, Ph.D.	68	Director, Chairman, Reliant Pharmaceuticals, Inc.
N.J. Nicholas, Jr.	67	Director, Private Investor
Pete M. Nicholas	66	Director, Founder, Chairman of the Board
John E. Pepper	68	Director, Chief Executive Officer, National Underground Railroad Freedom Center
Uwe E. Reinhardt, Ph.D.	69	Director, Professor of Political Economy and Economics and Public Affairs, Princeton University
Senator Warren B. Rudman	77	Director, Former U.S. Senator, Of Counsel, Paul, Weiss, Rifkind, Wharton, & Garrison LLP
James R. Tobin	62	President, Chief Executive Officer and Director
EXECUTIVE OFFICERS
Donald Baim, M.D.	57	Senior Vice President, Chief Medical and Scientific Officer
Mark Bartell	47	Senior Vice President, Global Sales & Marketing for CRM
Lawrence C. Best	57	Executive Vice President-Finance & Administration and Chief Financial Officer
Brian R. Burns	43	Senior Vice President, Quality
Fredericus A. Colen	54	Executive Vice President, Operations and Technology, CRM and Chief Technology Officer
Paul Donovan	52	Senior Vice President, Corporate Communications
Jim Gilbert	49	Executive Vice President and Group President, Cardiovascular
Jeffrey H. Goodman	59	Executive Vice President, International
William H. (Hank) Kucheman	58	Senior Vice President and Group President of Interventional Cardiology
Paul A. LaViolette	49	Chief Operating Officer
William McConnell	57	Senior Vice President, Administration, CRM
Stephen F. Moreci	56	Senior Vice President and Group President, Endosurgery
Kenneth J. Pucel	41	Executive Vice President, Operations
Lucia L. Quinn	53	Executive Vice President, Human Resources
Paul W. Sandman	59	Executive Vice President, Secretary and General Counsel

* These individuals are ineligible to participate in this option exchange offer.

The address of each director and executive officer is c/o Boston Scientific Corporation, One Boston Scientific Place, Natick, MA 01760-1537, USA. The telephone number for each director and executive officer is (508) 650-8000.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN ARGENTINA

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Argentina. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax and social insurance contributions when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting.

Sale of Shares

When you subsequently sell the shares of common stock acquired upon vesting, you will not be subject to additional tax provided you do not: (i) qualify as a sole proprietorship, or (ii) trade equity participations on a habitual basis.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid by a non-Argentine company to Argentine residents will be subject to income tax in Argentina. If you are subject to foreign withholding tax at source you will be entitled to a foreign tax credit against your Argentine income tax for the foreign tax withheld. The Argentine tax credit is limited to the amount by which the Argentine tax liability would increase because of the inclusion of the foreign source income in the taxable basis.

Withholding and Reporting

Under current laws, your employer will be required to report and withhold income tax and social insurance contributions on the taxable value of the shares at vesting to the Argentine tax authorities.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN AUSTRALIA

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Australia. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

The following summary assumes that you did not make the election to be taxed on the grant of the eligible options and that the eligible options were “qualifying rights.” If you elected to be taxed on receipt of the eligible options, you should contact your personal tax advisor regarding the resulting tax consequences.

If you accept the offer to cancel your eligible options for a grant of deferred stock units, the cancellation will be viewed as a disposition of your eligible options, which gives rise to a taxable event. The eligible options will be disposed of in consideration of the deferred stock units.

You likely will be taxed in the income year of the cancellation on the market value (defined below) of the eligible options as at the date of the cancellation. This result will occur unless you made the election to be taxed in the income year the eligible options were granted. If you made the election to be taxed at grant, you may be entitled to claim a capital loss on the disposal of the eligible options. You should contact your personal tax advisor if you made this election.

Market Value of Eligible Options

The market value of the eligible options at the time of cancellation is determined as the higher of:

(i) the market value of the underlying shares¹ at the date of cancellation less the exercise price; and

(ii) the value determined in accordance with a statutory formula. This value is based on the exercise price, market value of shares and the exercise period or term of the option.

As the eligible options are underwater options, the statutory formula will apply. Note that where the market value (as defined under Australian taxation law) of the underlying shares of an eligible option at the time of cancellation is less than 50% of the exercise price, the market value of the eligible option under the statutory formula will be nil. For example, if the market value of a share underlying the option is $40 and the

¹  Under Australian taxation law, on the relevant day, the market value of a share that is listed on an approved stock exchange is: (a) if there is at least one transaction on the stock exchange in the shares in the one-week period up to and including that day, the market value is the weighted average of prices at which those shares were traded on that stock exchange during the one-week period up to and including that day; or (b) if there were no transactions in the shares on that stock market in that one week in the shares: (i) the last price at which an offer was made on that stock exchange in that period to buy such a share; or (ii) if no such offer was made, the value of the shares that would be determined for unlisted shares (i.e., a valuation by a qualified valuer or as approved by the Commissioner of Taxation).

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exercise price is $100, the market value of the option using the statutory formula will be nil. In these circumstances, no tax will be payable on at the time of the option cancellation. In other circumstance, the result of the statutory formula will vary and employees should speak with their personal tax advisor for details on how the formula will apply to their particular situation.

Grant of Deferred Stock Units

The following discussions assumes that the deferred stock units granted to you upon cancellation of your options will constitute “qualifying rights” for taxation purposes.²

You will be subject to taxation on the grant of the deferred stock units in the income year of their acquisition only if you make an election to that effect (“Election”). If you make an Election, you will be taxed on the market value of the deferred stock units on the day of grant. The market value of a deferred stock unit at the time of grant is the greater of:

(i) the market value of the underlying shares of common stock (as defined under Australian taxation law) which your deferred stock units relate to at grant; or

(ii) the market value of the deferred stock unit determined in accordance with a statutory formula.

Assessment Time

If you do not make an Election, you will be subject to taxation in the income year in which the earliest of the following occurs (the “Assessment Time”):

(i) when you dispose of the deferred stock units (other than by acquiring shares at vesting, or through a take-over or restructuring that qualifies for roll-over relief);

(ii) when you cease employment with BSC and its subsidiaries (unless the cessation of employment was due to a take-over or restructuring that qualifies for roll-over relief);

(iii) the acquisition of shares on the vesting date; or

(iv) 10 years after the grant date of the deferred stock units.

The amount included in your assessable income in the income year of the Assessment Time will be:

(a) if you dispose of the deferred stock units or the acquired shares in an arm’s length transaction within 30 days after the Assessment Time — you will be subject to tax on the amount or value of any consideration received for the disposal; or

(b) in any other case — you will be subject to tax on the market value (as defined under Australian taxation law) of the deferred stock units at the relevant Assessment Time.

²  Deferred stock units will be qualifying rights if all of the following conditions are satisfied:

      (i) The plan must be to acquire rights to acquire shares of common stock in the employer company or a holding company of the employer company in the form of deferred stock units. Broadly, a company is a holding company in relation to another company if the first company controls the composition of the other company’s board, is in a position to cast or control the casting of 50% or more of the maximum number of votes that might be cast at a general meeting, or holds more than 50% of the issued share capital of the other company.

      (ii) Immediately after the grant of the deferred stock units, the employee must not hold a legal or beneficial interest in more than 5% of the shares in BSC.

      (iii) Immediately after the grant of the deferred stock units, the employee must not be in a position to cast, or control the casting of, more than 5% of the maximum number of votes that might be cast at a general meeting of BSC.

B-3

If you cease employment with BSC and its subsidiaries prior to the vesting date of some or all of the deferred stock units and the deferred stock units do not vest upon termination of employment, you may be treated as if you never acquired the deferred stock units. If you have been subject to taxation prior to this date, you may apply to the Commissioner of Taxation to amend the relevant year’s tax return and obtain a refund of the tax paid in relation to the deferred stock units.

Sale of Shares

If you acquire shares upon vesting in your deferred stock units, you may also be subject to capital gains tax when you subsequently sell the shares unless you dispose of the shares in an arm’s length transaction within 30 days of the relevant Assessment Time and you did not make an Election in the relevant year (in which case your tax treatment will be limited to the income tax consequences described above).

The taxable amount included in assessable income in the year of an arm’s length transaction will be:

(i) where you have held the shares for less than one year — the difference between the sale price and the cost base of the shares; or

(ii) where you have held the shares for at least one year — one half the difference between the sale price and the cost base of the shares (subject to you first applying any prior year or current year capital losses against the full capital gain).

If you made an Election, the cost base of the shares will be the market value (as defined under Australian taxation law) of the deferred stock units at the date of grant.

If you did not make an Election, the cost base of the shares will be the market value (as defined under Australian taxation law) of the deferred stock units at the relevant Assessment Time.

Dividends

If you vest in the deferred stock units and are issued shares, dividends may be paid with respect to those shares if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividends paid will be subject to tax in Australia and also to U.S. federal withholding tax. You may be entitled to a foreign tax credit against your Australian income tax for the U.S. federal tax withheld.

Withholding and Reporting

Your employer is not required to withhold income tax when the options are exchanged, or when the deferred stock units are granted or vest. It is your responsibility to report on your tax return and pay any tax liability and any Medicare levy in relation to the exchange of the options, the deferred stock units and any shares issued to you at vesting. It is also your responsibility to report and pay any tax liability resulting from the sale of shares and the receipt of any dividends.

OTHER INFORMATION

Securities Law Information

To ensure that the grant of deferred stock units is exempt from the securities prospectus and registration requirement in Australia, your deferred stock units and underlying shares will be granted in compliance with ASIC Class Order 03/184. To comply with the Class Order exemption requirements, your deferred stock units will subject to the terms and conditions of the Australian Addendum to the 2003 Plan, a copy of which will be made available to you when the deferred stock units are granted.

Furthermore, if you acquire shares of common stock when your deferred stock units vest and you offer your shares for sale to a person or entity resident in Australia, your offer may be subject to disclosure requirements under Australian law. You should obtain legal advice on your disclosure obligations prior to making any such offer.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN AUSTRIA

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Austria. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will most likely be subject to income tax and social insurance contributions (to the extent you have not already exceeded the applicable contribution ceiling) when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting.

A tax exemption up to €620 or a flat 6% tax rate may be available if the deferred stock units can be characterized as a non-recurring additional payment to you. Your total non-recurring additional payments, including income derived from deferred stock units, will be tax exempt up to €620. If 1/6 of your total annual regular income is less than €2,000, any additional income up to €2,000 is tax exempt. If your total non-recurring additional payments, including income derived from deferred stock units, exceed €620, the excess will be subject to 6% flat income tax up to 1/6 of your total annual regular income (assuming that 1/6 of your total annual regular income exceeds €2,000).

For example, if you receive annual regular income of €60,000, 1/6 of this income would be €10,000. Generally, any non-recurring additional payment in one calendar year up to €10,000 would be taxed at a flat 6%. However, any non-recurring additional payments from the same employer, up to €620, are tax exempt. As €10,000 is more than €2,000, no further tax exemption is available for your additional payments. Therefore, any non-recurring additional payments from the same employer above €620, up to €10,000, are taxed at a flat 6% rate. If you receive non-recurring additional payments exceeding €10,000, any excess amount will be taxed at the regular income tax rates. Please note that this preferential tax regime may not be applicable to the income derived from deferred stock units if you have already used the exemptions for the 13th and 14th monthly salary regularly paid in Austria.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you may be subject to tax when you subsequently sell the shares if you sell the shares within 12 months of the date of vesting. You will be subject to tax on any gain you realize, provided the total gain from the sale of the shares (and the sale of other

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moveable property) within one year after their acquisition and from the sale of real estate within 10 (and in certain cases 15) years after its acquisition exceeds €440 in any given calendar year. The gain is calculated as the difference between the sale price and the fair market value of the shares on the date of vesting. If you hold the shares at least 12 months, you will not be subject to tax when you subsequently sell the shares provided you hold a participation in BSC not exceeding 1%.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to income tax in Austria and also to United States federal withholding tax. You may be entitled to a foreign tax credit against your Austrian income tax for the United States federal tax withheld. Dividends may be tax exempt if they do not exceed €22 in any given calendar year. Please note, however, BSC does not currently pay dividends on its stock and has no current plan to do so.

Withholding and Reporting

Under current laws, withholding and reporting for income tax and social insurance contributions (subject to the applicable contribution ceiling) are required when you vest in the deferred stock units, except to the extent that the exemptions for income tax (which also apply to social insurance contributions) apply. If required to do so, your employer will report and withhold on your taxable income at vesting to the Austrian tax authorities. You are, however, ultimately responsible for reporting any income resulting from the sale of shares and the receipt of any dividends and paying all corresponding taxes.

OTHER INFORMATION

Exchange Controls

If you hold shares outside Austria (even if you hold them outside of Austria with an Austrian bank), a reporting duty to the Austrian National Bank applies. The reporting date is as of December 31 of each year, and the report must be filed on or before March 31 of the following year. An exemption applies if the value of the securities as of any given quarter does not exceed €30,000,000, or as of December 31 does not exceed €5,000,000. The report should be filed at the following postal address: Österreichische Nationalbank, Büro für Devisenstatistik, Postfach 61, 1011 Wien. The forms can be obtained at the Austrian National Bank:

Österreichische Nationalbank

Otto-Wagner-Platz 3

1090 Wien

Tel: +43 1 404 20-0

Fax: +43 1 404 20-94 00

When shares are sold, there may be exchange control obligations if the cash received is held outside Austria. A separate reporting requirement applies to an employee’s non-Austrian cash accounts. If the transaction volume of all the employee’s cash accounts abroad exceeds €3,000,000, the movements and the balance of all accounts must be reported monthly, as of the last day of the month, on or before the 15th day of the following month with the form “Meldungen SI-Forderungen und/oder SI-Verpflichtungen.” If the transaction value of all cash accounts abroad is less than €3,000,000, no ongoing reporting requirements apply.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN BARBADOS

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Barbados. This summary is based on the tax laws in effect in Barbados as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You likely will be subject to income tax when the deferred stock units vest and shares are issued to you, based on the fair market value of the shares issued to you on the date of vesting.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you will be subject to additional taxation when you subsequently sell the shares. In general, the taxable amount will equal the difference between the sales proceeds and the fair market value of the shares on the date of vesting.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to income tax in Barbados, and you would be subject to U.S. federal withholding tax.

Withholding and Reporting

In general, your employer in Barbados will be required to report any amounts when you vest in the deferred stock units and will be required to withhold income taxes. In addition, you are personally responsible for reporting any income resulting from the sale of shares and paying all corresponding taxes.

OTHER INFORMATION

Exchange Controls

You may be required to obtain the prior approval of the Central Bank to acquire BSC shares under the Plan. You should contact your local bank for additional information regarding your obligations under the exchange control rules in Barbados.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO INCOME TAX ISSUES IN BELGIUM

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Belgium. This summary is based on the income tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time you cancel your options, the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Cancellation of Existing Options

You should not be subject to income tax as a result of the cancellation of your existing options in exchange for the grant of deferred stock units. Please note that depending upon when your options were offered to you, when you accepted the grant and whether it was a qualifying option (as defined under Belgian tax law), you may have been subject to tax on the option income at the time of the offer. Your tax liability for the option may continue even if you have surrendered your right to the option prior to its exercise. You will not be able to recover the tax previously paid and you will not be able to claim a tax deductible cost or a tax credit for the tax paid in the past. Please check with your tax advisor for information on the taxation of a cancellation of existing options.

Grant of Deferred Stock Units

You should not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You likely will be subject to income tax when the deferred stock units vest and shares are issued to you. At that time, you should be taxed (at normal progressive income tax rates) on the fair market value of the shares paid to you on the date of vesting. You likely will not be subject to social insurance contributions on the value of the shares at vesting because the cost related to the deferred stock units is not (directly or indirectly) charged back to your local employer and because the grant of the deferred stock units is made at the sole discretion of BSC, without any involvement of your Belgian employer.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you should not be subject to additional income tax when you subsequently sell shares acquired from the deferred stock units vesting.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to Belgian tax and also to U.S. federal withholding tax. The Belgian tax generally amounts to 25% of the net amount of the dividend (i.e., the dividend amount after the U.S. federal withholding tax).

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Withholding and Reporting

Because your local employer does not intervene in the grant of the deferred stock units and because the costs related thereto are not (directly or indirectly) charged back to your local employer, your local employer should normally have no obligation to report the taxable amount on your salary forms 281.10 and 325.10 at vesting or any obligation to withhold any taxes.

It is your responsibility to report the income you realize in your annual income tax return relating to the income year in which the your deferred stock units vest or the dividends are paid to you (assuming no Belgian withholding tax has been levied on the dividends) and pay any taxes resulting from the vesting of your deferred stock units and the receipt of any dividends.

OTHER INFORMATION

If you are a Belgian resident, you are also required to report any security or bank account (including brokerage accounts) you maintain outside of Belgium on your annual tax return.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN BRAZIL

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Brazil. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax when the deferred stock units vest and shares are issued to you. For purposes of calculating the tax due, the market value of the shares shall be considered as income received from foreign source, subject to taxation at progressive tax rates.

The tax paid shall be considered as an anticipation of the total tax due in the annual income tax return.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you will be subject to capital gain tax when you subsequently sell the shares if the sale’s price is greater than the cost of acquisition of such shares (e.g., the fair market value of the shares of the date of vesting). The capital gain tax shall be calculated at a 15% rate levied on the total amount of the gain and shall not be subject to the adjustment in the annual tax return.

If the total amount received for sale of the shares does not exceed 35,000.00 BRL, a capital gains tax exemption will apply.

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Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Dividends will be taxed as ordinary foreign source income at progressive rates of 15% and 27.5%.

Withholding and Reporting

Under current laws, your employer will be required to report the taxable income arising on the date of vesting and withhold income taxes. You are, ultimately responsible for reporting any income resulting from the sale of shares and the receipt of any dividends and paying all corresponding taxes.

OTHER INFORMATION

Exchange Controls

If you hold assets outside Brazil, including shares, a reporting duty to the Brazilian Central Bank applies. The reporting date is, as a general rule, as of March until May 31 of each year An exemption applies if the value of your assets does not exceed 100,000.00 BRL. The report should be filed in the specific form available at the Central Bank’s website: www.bcb.gov.br

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN CANADA

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Canada. This summary is based on the tax laws in effect in in Canada as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

Tax Information

Option Exchange

The tax treatment of the exchange of an existing option for the grant of deferred stock units is uncertain. The Income Tax Act of Canada provides for a tax-free exchange if the value of the underlying securities immediately before the exchange less the option price is not less than the value of the underlying securities to be received by you at the time of the exchange for the deferred stock units. Accordingly, unless this condition is met, you will not qualify for this tax-free exchange status as a result of the exchange of eligible options for the grant of deferred stock units. It is possible that the Canada Revenue Agency (the “CRA”) will treat the exchange as either (1) a taxable exchange of employee stock options in exchange for the grant of deferred stock units, or (2) two separate transactions (i.e., a tender of existing options for cancellation, followed by a grant of new and unrelated deferred stock units), whereby the tender is viewed as a disposition for no consideration. For the purposes of this summary, it is assumed that the transactions will be considered as one transaction under Canadian tax law and accordingly, you will have disposed of your options for consideration equal to the value of the deferred stock units. You will include in your income the amount of the benefit. However, if your existing options qualify for favorable tax treatment in Canada (see discussion below), you will be entitled to deduct one-half of the amount of the gain in computing taxable income. Your employer will withhold tax and social security contributions as required.

Please note that your existing eligible options likely qualify for favorable tax treatment in Canada. In particular, you should be able to exclude one-half of the income you realize upon exercise of the option (i.e., the difference between the exercise price you pay and the fair market value of the shares at exercise) from taxation. Furthermore, you should be able to defer taxation on the remaining one-half of option income until the earliest of the time that you sell the shares purchased upon exercise, die or become a non-resident of Canada, provided you file a deferral election with your employer and your options are not worth more than C$100,000 (calculated based on the fair market value of the shares subject to the option at grant).

No such favorable tax treatment will be available for deferred stock units which are taxed at vesting as described herein. Therefore, before you decide to participate in the offer, you should carefully consider the impact of the favorable tax treatment on your eligible options.

Vesting of Deferred Stock Units

Although not entirely clear, it is unlikely that you will be required to include any additional amount in computing your income for the year in which your stock units vest and the shares are issued to you.

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Sale of Shares

When you subsequently sell the shares acquired upon vesting, you will be subject to income tax at your marginal tax rate or any gain you realize. The taxable gain will be calculated as one-half of the difference between the sale price and the adjusted cost basis of the shares (generally, the value of the options you gave up on the date of exchange of your options less any brokerage fees).

One-half of any loss arising from the sale of the shares may be deducted from any taxable gain for the year, the previous three years, or any subsequent tax year.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to income tax in Canada and also to United States federal withholding tax. You may be entitled to a foreign tax credit against your Canadian income tax for the United States federal income tax withheld.

Withholding and Reporting

Your employer will withhold income tax and any applicable social insurance contributions when your deferred stock units vest and report the income recognized to the CRA. A copy of the T4 form containing this information will be delivered to you prior to the last day of February in the year following the year in which your deferred stock units vest. It is your responsibility to pay tax on the income arising from the sale of shares and the receipt of any dividends.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN CHINA

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in China. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You likely will be subject to income tax when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you will be subject to additional tax on any gain you realize when you subsequently sell the shares acquired upon vesting. The taxable gain will be calculated as the difference between the sale price of the shares and the fair market value of the shares at vesting and will be treated as income from the assignment of property.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to income tax in China and also to U.S. federal withholding tax. You may be entitled to a foreign tax credit against your Chinese income tax for the U.S. federal tax withheld.

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Withholding and Reporting

Your employer may be required to report the grant of deferred stock units to the tax authorities. When your deferred stock units vest and shares are issued to you, your employer will withhold income tax and report your taxable earnings to the tax authorities. It is your responsibility to report any gain and pay any taxes resulting from the sale of your shares or the receipt of any dividends.

OTHER INFORMATION

Exchange Controls

When you subsequently sell shares, PRC exchange controls may limit your ability to withdraw/convert funds received upon the sale of shares. You should confirm the procedures and requirements for withdrawals and conversions of foreign exchange with your local bank prior to sale.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN COLOMBIA

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Chile. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting as general income, assuming that the local affiliate does not reimburse the Company for the value of the shares.

Sale of Shares

When you subsequently sell the shares of common stock acquired upon vesting, you will be subject to tax, if your worldwide income is subject to taxation in Colombia. The gain is calculated as the difference between the sale price and the employee’s tax basis in the shares (generally, any amount paid for the shares), and will be subject to taxation at progressive income tax rates (up to 34% for the taxable year 2007 and 33% for taxable year 2008 and thereafter).

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. If your worldwide income is subject to taxation in Colombia and you are obliged to file an income tax return in Colombia (in accordance to the annual established thresholds), any dividend paid will be subject to income tax in Colombia. You may be entitled to a foreign tax credit against your Colombian income tax for the tax withheld abroad, up to the amount of taxes that the dividends would have been subject to in Colombia.

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Withholding and Reporting

As the local BSC affiliate does not reimburse BSC any cost associated with the DSU, it will not have to withhold income taxes and will not have any reporting obligations. Instead, you personally are responsible for reporting any taxable income and paying the applicable taxes.

OTHER INFORMATION

Exchange Controls

If you hold shares outside Colombia, you are allowed to hold such investments with a few restrictions. Investments in assets located abroad de not require prior approval from any governmental authority, and, thus you should be able to obtain the required funds to pay for the shares without obtaining advance approval. However, these investments must be registered with the Central Bank as foreign investment held abroad if your aggregate investments held (as of December 31 of the applicable year) equals or exceeds US$500,000.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN THE CZECH REPUBLIC

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in the Czech Republic. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You likely will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You likely will be subject to income tax when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares on the date of vesting. You will likely not be subject to social insurance or health insurance contributions when your deferred stock units vest, because your employer is not required to account for such income in kind.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you may be subject to additional taxation when you subsequently sell the shares, unless you have held the shares for at least six months. If you hold the shares for less than six months, you will be taxed on the difference between the sale price of the shares and the fair market value of the shares at vesting. If you hold the shares for more than six months after the vesting date, any gain you realize upon sale will not be subject to tax.

Dividends

If you vest in the deferred stock units and are issued shares, dividends may be paid with respect to those shares if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividends paid will be subject to tax in the Czech Republic and to U.S. federal withholding tax. You may be entitled to a foreign tax credit against your Czech income tax for the U.S. federal tax withheld or part thereof.

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Withholding and Reporting

Your employer is not required to withhold income tax when the deferred stock units vest because your employer does not reimburse BSC for the cost of the deferred stock units and is not otherwise involved with the administration of the 2003 Plan. Instead, it is your responsibility to report (in your annual tax return) and pay any applicable taxes attributable to your deferred stock units.

OTHER INFORMATION

Exchange Controls

You can hold the sales proceeds from the sale of shares in a cash account abroad. Furthermore, you no longer have to report the opening and maintenance of a foreign account to the Czech National Bank (the “CNB”) unless the CNB notifies you that such reporting is required. However, upon request of the CNB, you may need to file a notification within 15 days of the end of the calendar quarter in which you acquire shares.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN FRANCE

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in France. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

Generally, you will not be required under current law to recognize income for income tax or social security purposes as a result of the exchange of eligible options for the grant of deferred stock units. Please note that your options may have been granted under a favorable tax and social security regime. If you decide to participate in the exchange, the benefits of this favorable tax and social security regime will be lost. The new deferred stock unit grants will not be granted under a favorable tax and social security regime.

Grant of Deferred Stock Units

You will not recognize income or social security obligations at the time the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax and social security contributions when the deferred stock units vest and the shares are issued to you. You will be subject to income tax at your marginal rate and to social security contributions based on the fair market value of the shares issued to you at vesting.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, when you subsequently sell the shares, you will not be subject to tax on any gain resulting from the sale if the total proceeds from the sale of securities during a calendar year for your household does not exceed a certain amount which is set annually (€20,000 for 2007). However, if the total proceeds from the sale of securities during a calendar year exceeds the set amount, then you must pay capital gains tax on the entire gain you realize (i.e., the difference between the net sale price and the fair market value of the shares issued to you on the vesting date). Capital gains tax applies at the rate of 27% (i.e., 16% income tax plus 11% additional social taxes).

If the net sales price is less than the fair market value of the shares at the time of vesting, you will realize a capital loss. Such capital loss can be offset against capital gains realized from the sale of securities during the year in which you sold the shares and/or during the ten following years. However, capital losses cannot be offset against other types of income (such as salary).

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to personal income tax in France

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(after application of certain allowances) and also to U.S. federal withholding tax. You may be entitled to a foreign tax credit against your French income tax for the U.S. federal tax withheld. The gross amount of the dividends will also be subject to 11% additional French social taxes.

Withholding and Reporting

Your employer will not withhold income tax when your deferred stock units vest provided you are a French tax resident. Your employer will withhold and pay all applicable social security contributions at the time of vesting. You will be responsible for paying any income taxes resulting from the vesting of your deferred stock units, the sale of your shares or the receipt of any dividends.

OTHER INFORMATION

Exchange Controls

You may hold shares issued upon vesting of your deferred stock units outside of France provided you declare all foreign accounts, whether open, current or closed, in your income tax return. Furthermore, you must declare to the customs and excise authorities any cash or securities you import or export without the use of a financial institution if the value of the cash or securities is equal to or exceeds a certain amount which is set annually (€7,600 for 2007).

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN GERMANY

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Germany. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax at your marginal tax rate and to social insurance contributions when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting. The fair market value of the shares is determined on the date the shares are debited from BSC’s books for issuance to you.

Pursuant to Section 19a of the German Income Tax Act (Einkommensteuergesetz), you may be able to deduct from the income you receive at vesting the lesser of (i) €135 and (ii) 50% of the value of the shares subject to the deferred stock units on the date of vesting (per calendar year) because the income results from the acquisition of shares in your employer’s parent company at no cost. Please check the availability of this deduction with your personal tax advisor.

Sale of Shares

When you subsequently sell the shares acquired upon vesting, you will not be subject to additional taxation provided that: (i) you own the shares for more than one year; (ii) you do not own 1% or more of BSC’s stated capital (and have not owned 1% or more at any time in the last five years); and (iii) the shares are not held as business assets (this requirement should be met since you acquired the shares as an employee).

If you are subject to tax upon sale, you will be subject to tax on 50% of the gain as capital gain (less one-half of the sale-related expense). Furthermore, you will be subject to tax only if your total capital gain is €512 or more in the relevant tax year. If this threshold is exceeded, you will be taxed on the full gain (and not only the gain in excess of €512).

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to income tax in Germany and

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also to U.S. federal withholding tax. You may be entitled to a foreign tax credit against your German income tax for the U.S. federal tax withheld.

Withholding and Reporting

Your employer will report and withhold income tax and social insurance contributions (to the extent you have not already exceeded the applicable contribution ceiling) when your deferred stock units vest and shares are issued to you. Should there be a difference between the actual tax liability and the amount withheld, the tax office may assess additional taxes or refund excess taxes after review of your annual tax return. It is your responsibility to report and pay any taxes due as a result of the sale of shares and the receipt of any dividends.

OTHER INFORMATION

Exchange Controls

If you repatriate sales proceeds in excess of €12,500 into Germany, such cross-border payment must be reported monthly to the State Central Bank. This reporting is normally accomplished through the German bank involved in processing your payment. In addition, you must report any receivables or payables or debts in foreign currency exceeding an amount of €5,000,000 on a monthly basis. Finally, you must report your share holding on an annual basis in the unlikely event that you hold shares representing 10% or more of the total or voting capital of BSC.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN GREECE

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Austria. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax and social insurance contributions when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting.

Sale of Shares

When you sell the shares issued to you upon vesting, you must pay a sales tax on the amount collected amounting to 0.15% (one and a half per thousandth).

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to income tax in Greece and also to U.S. federal withholding tax. You may be entitled to a foreign tax credit against your Greek income tax for the U.S. federal tax withheld.

Withholding and Reporting

Under current laws, your employer will report and withhold income taxes and social insurance contributions on your taxable income at vesting to the Greek tax authorities. You are personally responsible for reporting any income resulting from the sale of shares and the receipt of any dividends and paying all corresponding taxes.

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OTHER INFORMATION

Exchange Controls

Under the exchange control rules enacted in June 1992 and as consolidated by Presidential Decree 96/1993 and the Act of the Governor of the Bank of Greece 2227/30-06-1993, as amended by Presidential Decree 104/1994 and the Act of the Governor of the Bank of Greece 2417/1997, Greek residents can buy any foreign currency and deposit such amounts in their names with any bank operating in Greece.

Remittances from Greece in foreign exchange are free and legally effected through a bank operating in Greece (Greek or foreign) by a natural person or legal entity.

When the shares are sold, you are not obligated to convert the foreign currency into local currency and are free to deposit the foreign currency proceeds in Greece or abroad.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN HONG KONG

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Hong Kong. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

Although the tax treatment of deferred stock units is uncertain in Hong Kong, under current tax laws, you will likely not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You likely will be subject to salaries tax when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting. You will not be subject to Mandatory Provident Fund contributions on the taxable amount.

Sale of Shares

If you acquire shares upon vesting, you will not be subject to tax when you subsequently sell the shares.

Dividends

If you vest in the deferred stock units and are issued shares, dividends may be paid with respect to those shares if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividends paid will not be subject to tax in Hong Kong but will be subject to U.S. federal withholding tax.

Withholding and Reporting

Your employer is not required to withhold salaries tax. However, your employer will report your taxable benefit resulting from the vesting of the deferred stock units to the Hong Kong Inland Revenue Department. It is your responsibility to report the income from the vesting of the deferred stock units and the sale of shares on your personal tax return and to pay the applicable taxes.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN HUNGARY

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Hungary. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

On the date you become vested in your deferred stock units and receive shares of BSC common stock, you will be subject to taxation on the fair market value of such shares. The taxable amount will be treated as employment income and will be subject to income taxes and social insurance charges (contributions for both health insurance and pension insurance).

Sale of Shares

If you acquire shares upon vesting, you will be subject to additional taxation when you subsequently sell or otherwise dispose of your shares. The taxable amount will equal the difference between the sale proceeds and your tax basis in the shares (generally, the fair market value of the shares on the vesting date), and this amount generally will be subject to taxation at the flat rate of 25%. You will be personally responsible for reporting any taxable income arising upon the sale or disposition of the shares and paying the applicable taxes directly to the local tax authorities.

Dividends

If you vest in the deferred stock units and are issued shares, dividends may be paid with respect to those shares if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividends paid will be subject to tax in Hungary and will be subject to U.S. federal withholding tax.

Withholding and Reporting

Your employer will not be subject to any tax withholding and reporting obligations in connection with your deferred stock units. Instead, you personally will be responsible for reporting any taxable amounts attributable to your deferred stock units and paying any applicable taxes directly to the local tax authorities, including income taxes and social insurance contributions.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN INDIA

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in India. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income taxes when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting.

IMPORTANT NOTE: UNDER THE FINANCE BILL, 2007, THE INDIAN GOVERNMENT HAS PROPOSED A SIGNIFICANT CHANGE TO THE TAXATION OF STOCK OPTIONS (THIS CHANGE ALSO IS LIKELY TO APPLY TO DEFERRED STOCK UNITS) GRANTED TO EMPLOYEES IN INDIA. UNDER THE PROPOSED LEGISLATION, THE TAXATION OF STOCK OPTIONS IN INDIA WILL CHANGE WHEREBY EMPLOYEES NO LONGER WILL BE REQUIRED TO PAY TAXES IN INDIA IN CONNECTION WITH THEIR STOCK OPTIONS AT THE POINT OF EXERCISE/ VESTING. INSTEAD, IT IS LIKELY THAT THE LOCAL AFFILIATE OF BSC IN INDIA WOULD BE REQUIRED TO PAY A FRINGE BENEFIT TAX ON THE TAXABLE AMOUNT. BECAUSE IT IS UNCERTAIN WHETHER THIS LEGISLATION WILL BE ADOPTED (AND WHEN IT WILL BE ADOPTED) AND THE GUIDELINES THAT MAY BE ISSUED IN RELATION TO ITS ADOPTION, YOU SHOULD CONSULT WITH YOUR PERSONAL TAX ADVISOR. PLEASE NOTE, IF THE FINANCE BILL 2007 IS PASSED BY PARLIAMENT, THE AMENDMENTS WOULD BE EFFECTIVE AS OF APRIL 1, 2007.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you may be subject to capital gains tax when you subsequently sell the shares . You will be subject to tax on any gain you realize within one year or less after

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their acquisition at marginal tax rates (inclusive of a surcharge of 10% which is applicable if the income exceeds Rs. 10,00,000 and an education cess of 2%³), while any gain arising from shares held for more than one year will be subject to taxation at the flat rate of 22.44% (inclusive of a surcharge of 10% as set out above and an education cess of 2%³). The gain is calculated as the difference between the sale price (plus the cost of acquisition) and your tax basis in the shares. You will be personally responsible for reporting any taxable income arising upon the sale or disposition of the shares and paying the applicable taxes directly to the local tax authorities.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to income tax in India.

Withholding and Reporting

Under current laws, the local affiliate of BSC in India will be required to report the fair market value of your shares on vesting as taxable income to the local tax authorities, and will be required to withhold income taxes on such amount. This may, however, change depending on the provisions of the Finance Bill, 2007 in relation to the taxation of stock options and deferred stock units as set out above. You are responsible for reporting any income resulting from the sale of shares and the receipt of any dividends and paying all corresponding taxes.

OTHER INFORMATION

Exchange Controls

When shares are sold, the sales proceeds must be repatriated to India immediately on receipt thereof and in any case not later than 90 days from the date of sale of the shares. Any documentary evidence to this effect shall be submitted to the authorized dealer ie. the banker who would submit the same to the Regional Office of the Reserve Bank of India as required under the provisions of the Foreign Exchange Management (Transfer or issue of any foreign security) Regulations, 2004.

³  Proposed to be increased to 3% with effect from April 1, 2007

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN IRELAND

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Ireland. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

Although the tax treatment of deferred stock units is uncertain in Ireland, under current tax laws, you likely will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You likely will be subject to income tax/salaries tax at your marginal rate when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting. You will not be subject to PRSI & health levy contributions on the taxable amount.

Sale of Shares

If you acquire shares upon vesting, you will be subject to capital gains tax at a rate of 20% when you subsequently sell the shares.

Dividends

If you vest in the deferred stock units and are issued shares, dividends may be paid with respect to those shares if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividends paid will be subject to U.S. federal withholding tax. Dividends will be taxed in Ireland as income at your marginal rate (20% or 41%, depending upon income).

Withholding and Reporting

Your employer is not required to withhold salaries tax. It is your responsibility to report the income from the vesting of the deferred stock units and the sale of shares on your personal tax return and to pay the applicable taxes. In the case of the vesting of the shares and/or the receipt of dividends, you must file an income tax return (Form 11 or Form 12 as applicable) on or before 31 October in the year after you receive the share/dividend.

Upon the sale of shares, you must file a Capital Gains Tax return (Form CG1) by 31 October for all disposals made during the tax year up to 30 September and by 31 January for disposals between 1 October and 31 December.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN ITALY

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Italy. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax and social insurance contributions when BSC’s shares are paid to you following the vesting of the deferred stock units. You will be taxed on the “fair market value” (as defined under Italian law) of the shares issued to you on the date of payment of BSC’s shares. “Fair market value” is defined as the average price per share on the official stock exchange on which BSC’s shares are traded during the period ending on the day that the deferred stock unit are transferred to you and starting on the same day of the preceding calendar month.

Sale of Shares

If you acquire shares upon vesting, you may be subject to capital gains tax when you subsequently sell the shares. The gain on the shares sold is calculated as the difference between the sale price and the value of the shares issued to you at vesting which has been previously subject to employment income taxation. The capital gain realized by you on the sale of the shares will be taxed at a rate of 12.5% since it is highly likely that the shares sold will be “non-qualified shareholdings.” A shareholding will be a “nonqualified shareholding” and thus subject to capital gains tax at the rate of 12.5%, if the shares sold represent less than 2% of the voting rights or less than 5% of the outstanding shares of BSC common stock.

In calculating capital gains tax, you may subtract any expenses incurred to produce the gain, except interest, and losses from the sale of any other non-qualified shareholding or from the sale of other capital investments. If losses exceed gains, the difference can be carried forward for the next four years. Capital gains (or losses) must be reported in your annual tax return and the applicable capital gains tax must be paid, together with the personal income tax.

If you sell a non-qualified shareholding (as defined above), you may also elect to be taxed under one of two alternative tax regimes (described below). To be eligible for either of these methods, you must keep the shares in the custody of a broker authorized by the Italian Ministry of Finance.

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Administered Savings Method

Under the administered savings method, you deposit the shares with an authorized broker, but you retain the right to make investment decisions. Under this method, a 12.5% flat withholding tax is levied on the capital gain for each transaction. The gain is calculated using the same method as described above. Losses from the sale of the shares may be subtracted from the related gain and, where losses exceed gains, the difference can be carried forward for the next four years. Under this method, your broker pays the tax at the time of the transaction, so that capital gain is not included on your annual tax return.

Managed Savings Method

Under the managed savings method, you deposit the shares with an authorized broker and leave the administration and investment decisions to the broker. In this case, the 12.5% flat withholding tax is levied not on the capital gain actually realized through the sale of the shares but on the net result of the investment portfolio at the end of the year and the value of the portfolio at the beginning of the year, subject to some adjustment. Once again, the broker pays the tax at the end of the year and it is not included on your individual tax return.

Dividends

If you vest in the deferred stock units and are issued shares, dividends may be paid with respect to those shares if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividends paid will be subject to withholding tax in Italy and also to U.S. federal withholding tax. You may be entitled to a foreign tax credit against your Italian tax for the U.S. federal tax withheld.

Any dividends from non-qualified shareholdings (as defined above), net of the withholding tax applied in U.S., will be subject to a 12.5% withholding tax. If the Italian withholding tax is not applied for whatever reason, you must report the dividends in your annual tax return and apply a 12.5% substitute tax on them.

Withholding and Reporting

Your employer will be required to report and withhold income tax and social insurance contributions on the income you realize on the vesting date. It is your responsibility to report in your annual tax return and pay the relevant taxes dues as a result of the sale of your shares and the receipt of any dividends if, in such latter case, Italian withholding tax has not been applied.

OTHER INFORMATION

Exchange Controls

Exchange control reporting is required if you transfer cash or shares to or from Italy in excess of €12,500 or the equivalent amount in U.S. dollars. You may be exempt from this formality if the payments are made through an authorized broker resident in Italy, as that entity would comply with the reporting obligation. In addition, exchange control reporting is required if you hold foreign investments outside of Italy in excess of €12,500 or the equivalent amount in U.S. dollars. If reporting is required, it must be done on your individual tax return.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN JAPAN

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Japan. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units. Please note, however, that the Japanese tax treatment of an option exchange for deferred stock units is uncertain because there are no specific tax provisions related to such an exchange. Therefore, you should check with your personal tax advisor on the potential tax consequences of the offer.

Grant of Deferred Stock Units

Although the tax treatment of deferred stock units is uncertain in Japan, under the current practice of the tax authorities, you likely will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You likely will be subject to income tax when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting.

Based on a recent decision of the Supreme Court of Japan on the taxation of options, the income realized on the vesting of the deferred stock unit will likely be characterized as “remuneration income” and taxed at your marginal tax rate. The Japanese tax authorities believe that the Supreme Court decision with respect to options should also be applicable to the taxation of income realized under other employee equity incentive plans such as deferred stock units (and such a position is supported by the other decision of the Tokyo District Court of Japan, while it is not a final determination). However, as there may be a chance that the Supreme Court decision with respect to options may not be applicable to the taxation of income realized under deferred stock units in the present case, we recommend that you consult with your personal tax advisor to obtain more information on the income classification issue.

You likely will not be subject to social insurance contributions upon vesting of your deferred stock units.

Sale of Shares

When you subsequently sell the shares acquired upon vesting, you will be subject to additional taxation on any gain you realize. The taxable gain will be calculated as the difference between the sale proceeds and your tax basis in the shares. Your tax basis will likely be the amount you recognize as income at vesting (i.e., the fair market value of the shares at vesting). Generally, you will be subject to capital gains tax at a flat rate of 20%. You may be eligible for a reduced flat tax rate of 10%, as opposed to the standard flat rate of 20%. The 10% temporary lower rate is in effect (until 2007) subject to conditions including: (1) the stock must be traded on a recognized exchange (i.e., the NASDAQ Global Select Market); and (2) the stock must be sold

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through a securities broker registered in Japan. Please consult with your tax advisor to find out if you are eligible for a reduced rate and/or other favorable stock-related tax treatment.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of EA, in its discretion, declares a dividend. Any dividends paid on the shares will be subject to income tax in Japan and also to United States federal withholding tax.

If the dividends are paid through a Japanese paying agent (i.e., a securities company in Japan), the paying agent will withhold Japanese income tax at a rate of 10% (as of April 1, 2003 and through March 31, 2008). The withholding rate after March 31, 2008 will be 20%.

You may be entitled to a foreign tax credit against your Japanese income tax for the United States federal tax withheld.

Withholding and Reporting

Your employer is not required to withhold income tax on the exchange of options or the grant or vesting of your deferred stock units. It is your responsibility to report any income resulting from the exchange of options, grant or vesting of your deferred stock units, from the sale of shares or the receipt of any dividends and to pay the applicable taxes.

When you sell the shares acquired upon vesting of your deferred stock units, any capital gains or losses must be reported in that year. However, if your gross annual salary amount is ¥20,000,000 or less and if your total annual income other than remuneration income paid by your main employer and retirement income (for example, bank interest, capital gains and divided income) is ¥200,000 or less for that year, you are not required to report such income. However, this ¥200,000 (de minimis rule) is not applicable to the remuneration income from offshore companies which is not subject to the Japanese withholding taxation. Please consult with your tax advisor to find out if you are eligible for this general exemption from filing a tax return.

Please note that Japanese tax authorities are aware that employees of Japanese affiliates of U.S. companies may earn income as a result of their participation in equity incentive plans, and they are systematically auditing the tax returns of such employees to confirm that they have correctly reported the resulting income.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN JORDAN

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Jordan. This summary is based on the tax laws in effect in Jordan as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

Jordanian tax law currently is unclear on this issue, but you may be subject to income tax when the deferred stock units vest and shares are issued to you, based on the fair market value of the shares issued to you on the date of vesting.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you may be subject to capital gains tax when you subsequently sell the shares. In general, the taxable amount will equal the difference between the sales proceeds and the fair market value of the shares on the date of vesting.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will not be subject to income tax in Jordan, although you would be subject to U.S. federal withholding tax.

Withholding and Reporting

In general, your employer in Jordan is not required to withhold or report any amounts when you vest in the deferred stock units. Instead, you are personally responsible for reporting any income resulting from the vesting and sale of shares and paying all corresponding taxes.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN LEBANON

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Lebanon. This summary is based on the tax laws in effect in Lebanon as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units. If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

Lebonese tax law currently is unclear on this issue, but uou may be subject to income tax when the deferred stock units vest and shares are issued to you, based on the fair market value of the shares issued to you on the date of vesting.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you may be subject to capital gains tax when you subsequently sell the shares. In general, the taxable amount will equal the difference between the sales proceeds and the fair market value of the shares on the date of vesting.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid may be subject to income tax in Lebanon, and also to U.S. federal withholding tax. Please note, however, BSC does not currently pay dividends on its stock and has no current plan to do so.

Withholding and Reporting

In general, your employer in Lebanon is not required to withhold or report any amounts when you vest in the deferred stock units. Instead, you are personally responsible for reporting any income resulting from the vesting and sale of shares and paying all corresponding taxes.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN MEXICO

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Mexico. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units. If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax and social insurance contributions when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you will be subject to additional taxation when you subsequently sell the shares. The gain is calculated as the difference between the sale price and the fair market value of the shares on the date of vesting, increased by the amount of any brokerage fees paid to buy or sell the stock (with an adjustment for inflation at applicable rates). These amounts are all calculated on the peso equivalent of the amounts in question.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to income tax in Mexico and also to U.S. federal withholding tax. You may be entitled to a foreign tax credit against your Mexican income tax for the U.S. federal tax withheld.

Withholding and Reporting

Under current laws, your employer is not required to withhold or report income tax or social insurance contributions when you vest in the deferred stock units or when you sell the shares. Instead, you are responsible for reporting any income attributable to your shares and resulting from the sale of shares and the receipt of any dividends and paying all corresponding taxes.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN THE NETHERLANDS

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in the Netherlands. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

There is a risk that you may be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units if this exchange is considered to be a deemed disposal of your vested eligible options. Please check with your personal tax advisor to determine if tax applies under these circumstances.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax and social insurance contributions when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting.

Sale of Shares

When you subsequently sell the shares acquired upon vesting, you will not be subject to tax on any gain you realize, provided you hold less than 5% of BSC’s outstanding shares.

Annual Investment Tax

Investment yield tax (Box III) applies at a rate of 1.2% on the average value of all assets that you own at the end of the year (including shares of BSC), subject to an annual exemption (€20,014 for 2007). It is your responsibility to pay any investment tax due.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividends paid will not be subject to income tax in the Netherlands, provided you hold less than 5% of BSC’s outstanding shares. However, the dividend will be subject to U.S. federal withholding tax.

Withholding and Reporting

Your employer will withhold and report income tax and any applicable social insurance contributions due when the deferred stock units vest. It is your responsibility to report any investment tax due and pay any tax due as a result of the sale of shares.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN THE NETHERLANDS

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in the Netherlands. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

There is a risk that you may be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units if this exchange is considered to be a deemed disposal of your vested eligible options. Please check with your personal tax advisor to determine if tax applies under these circumstances.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax and social insurance contributions when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting.

Sale of Shares

When you subsequently sell the shares acquired upon vesting, you will not be subject to tax on any gain you realize, provided you hold less than 5% of BSC’s outstanding shares.

Annual Investment Tax

Investment yield tax (Box III) applies at a rate of 1.2% on the average value of all assets that you own at the end of the year (including shares of BSC), subject to an annual exemption (€20,014 for 2007). It is your responsibility to pay any investment tax due.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividends paid will not be subject to income tax in the Netherlands, provided you hold less than 5% of BSC’s outstanding shares. However, the dividend will be subject to U.S. federal withholding tax.

Withholding and Reporting

Your employer will withhold and report income tax and any applicable social insurance contributions due when the deferred stock units vest. It is your responsibility to report any investment tax due and pay any tax due as a result of the sale of shares.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN NORWAY

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees’ tax resident in Norway. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax and social insurance contributions when the deferred stock units vest and you can claim the shares issued to you. The taxable amount is the fair market value of the shares issued to you at the time of vesting. The taxable amount is classified as employment income and is subject to taxation at marginal rates.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you may be subject to capital gains taxation when you subsequently sell the acquired shares. The taxable gain will be the difference between i) the sale proceeds, and ii) the fair market value of the shares at vesting. From this capital gain, Norwegian personal shareholders will be entitled to deduct a calculated allowance when calculated their taxable capital gain. The allowance for each share is equal to the total of allowance amounts calculated for dividends for this share for previous years, less dividends distributed on this share. The calculated allowance may only be deducted in order to reduce a taxable gain calculated upon realization of the share, and may not be deducted in order to generate or increase a loss for tax purposes.

The taxable gain will be subject to capital gains taxation at a tax rate of 28%.

Any loss realized is deductible.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Dividends received on the shares will be subject to Norwegian taxation at a tax rate of 28% in the year that the dividends are distributed. Norwegian personal shareholders may be entitled to deduct a calculated allowance when calculating their taxable dividend income. The allowance will be calculated on a share-by-share basis, and the calculated allowance will be equal to the fair

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market value of the share at vesting multiplied by a risk-free interest rate. Any part of the calculated allowance in one year exceeding the dividend distributed on the share will be added to the cost price of the share and included in the basis for calculating the allowance the following year. The dividends may also be subject to U.S. federal withholding tax.

Wealth tax

Wealth tax is assessed at the end of each year, and the tax is based on the value of the assets you hold as of January 1 in the year following the relevant tax year. Shares acquired through vesting of the deferred stock units will be considered assets and, therefore, are subject to wealth tax. The taxable amount is based on 85% of the fair market value of the shares on January 1 in the year following the relevant tax year. The wealth tax rate is 1.1% (2007 rates).

Based on the fact that the deferred stock units are non-transferable and conditional, and that you are not considered to be a shareholder prior to vesting when the shares are issued to you, the deferred stock units will most likely not be subject to wealth tax.

Withholding and Reporting

Your employer is required to report the vesting of the deferred stock units to the tax authorities. The taxable income at vesting shall be reported in the payroll deduction statement RF-1037 that shall be sent to the tax authorities every other month, and in the annual payroll deduction statement RF-1025 which shall be sent to the tax authorities before January 20 for the prior year.

As there is little practice regarding the exchange of options, your employer should also report the exchange of the options to the tax authorities, explaining the exchange process and that the company is of the opinion that the exchange is not a taxable event.

Your employer is also obliged to withhold income tax and the employees’ part of the social insurance contribution at vesting. If your employer is not able to withhold a sufficient amount (i.e., the salary is less than the tax), your employer is obliged to notify the local tax assessment authorities about the situation.

You must include the taxable income from vesting of the deferred stocks units in your annual tax return. As there may be some uncertainty as to the tax treatment of the option exchange, you should enclose information about the exchange to your annual tax return at the time the options are exchanges, explaining the nature of the exchange and that you are of the opinion that this is not a taxable event,

You must report dividends received or the sale of shares in your annual tax return. Shares held at year end must also be included in your annual tax return. Based on the fact that the deferred stocks are non-transferable and that they are conditioned upon certain restrictions, the deferred stocks will most likely not subject to wealth tax. You should however provide the tax authorities with information concerning the deferred stocks in your annual tax return.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN POLAND

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Poland. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

It is unclear whether the grant of deferred (restricted) stock units will be considered a taxable event under Polish personal income tax regulations. However, the risk of taxation at grant or vesting seems to be small since, from an economic perspective, deferred (restricted) stock units, in a sense, resemble stock options (i.e., an unfunded promise or right to receive shares of common stock provided that certain conditions are fulfilled) and recently, the tax authorities issued rulings stating that, in case of shares purchased for a discount or even for free, the taxable event is only upon subsequent sale of shares.

Vesting of Deferred Stock Units

Because you do not pay for the shares issued upon vesting, the Polish tax authorities may claim that you receive a benefit in kind that is taxable according to progressive tax rates i.e. 19%, 30% and 40%. If this were the case, you will be taxed on the fair market value of the shares issued to you on the date of vesting.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you may be subject to tax when you subsequently sell the shares. When you subsequently sell the shares that you acquired under the plan, you will be subject to personal income tax on the proceeds from the sale of shares. You will be subject to 19% tax on any gain you realize. If you were already subject to tax at grant or vesting, this means that a portion of your gain may be subject to double taxation. You should check with your personal tax advisor or the tax authorities on whether you may obtain a tax credit or deduction for the tax already paid at grant or vesting.

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Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to income tax in Poland and also to U.S. federal withholding tax. You may be entitled to a foreign tax credit against your Polish income tax for the U.S. federal tax withheld.

Withholding and Reporting

You employer will not be required to withhold or report income tax with respect to the grant of deferred (restricted) stock units to you, unless the income is considered income from the employment relationship (that relates to potential income at grant or vesting). Instead, you will be responsible for reporting and paying any taxes due upon grant or vesting of deferred (restricted) stock units, the sale of your shares and/or the receipt of any dividends.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN PORTUGAL

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Portugal. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you will be subject to additional taxation when you subsequently sell or otherwise dispose of your shares if you held them less than 12 months prior to sale. In these circumstances, the taxable amount will equal the difference between the sale proceeds and your tax basis in the shares (generally, the taxable income that you previously recognized on the date of vesting), and this amount generally will be subject to taxation at the flat rate of 10%. You will be personally responsible for reporting any taxable income arising upon the sale or disposition of the shares and paying the applicable taxes directly to the local tax authorities.

If you held your shares for more than 12 months before selling or otherwise disposing of them, any gain resulting from the sale or disposal of shares will be exempt from taxation in Portugal.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. You will be subject to income taxes on any dividends paid on the shares you acquire under the Plan. You will be responsible for directly paying and reporting any tax liabilities attributable to dividends to the local tax authorities. In addition, you also will be subject to U.S. income tax withholding at source, and may be entitled to a foreign tax credit for these amounts.

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Withholding and Reporting

Under current laws, your employer will be required to report the fair market value of the shares you receive on the vesting date as taxable income to the local tax authorities, but will not be subject any tax withholding obligations in connection with your deferred stock units. Instead, you personally will be responsible for paying any applicable taxes directly to the local tax authorities.

OTHER INFORMATION

Exchange Controls

If the shares you acquire upon vesting are deposited with a Portuguese financial intermediary, it is the intermediary’s obligation to communicate the share acquisition and sale to the Bank of Portugal for statistical purposes. If the shares are not deposited with a Portuguese financial intermediary, you will be required to report on operations with respect to the shares to the Bank of Portugal for statistical purposes, unless a Portuguese financial intermediary is involved as intermediary and is hired by you to file the report.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN PUERTO RICO

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Puerto Rico. This summary is based on the tax laws in effect in your country as of May 2, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

The general rule is that the exchange of eligible stock options for deferred stock units will be considered a taxable exchange for Puerto Rico income tax purposes. However, to the extent the eligible stock options and the deferred stock units have the same value, you will not recognize any gain or loss in the transaction.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax and social security taxes when the deferred stock units vest and shares are issued to you. The benefit received will be deemed to be additional income from employment and you will be taxed at ordinary income tax rates on the fair market value of the shares issued to you on the date of vesting.

If at the time of the option exchange you recognized a gain equal to the difference in value between the eligible stock options and the deferred stock units, you will increase your basis in the deferred stock units for the amount of gain realized. This means that at the time of vesting you will not recognized income for the portion of the gain that was already recognized on the date of the eligible stock options were exchanged for deferred stock units.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you may be subject to tax in Puerto Rico when you subsequently sell the shares. The amount of gain will be the difference between the amount realized on the sale and the amount previously subject to tax at vesting. If you are not in the business of trading in shares, the gain will be capital in nature, and if after the restrictions lapse, you hold the shares for more than six months, you will be taxed at the applicable capital gain tax rate at the time of the sale. Gains on shares held for less than six months will be taxed at ordinary income tax rates.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. If the Board of Directors of BSC declares a dividend you may be subject to a 10% special tax. This 10% special tax applies when the dividends are received from a domestic (Puerto Rico corporation) or from a foreign corporation whose gross income effectively connected with a

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Puerto Rico trade or business is at least 80% of its total gross income from all sources for the three (3) year period prior to the distribution of the dividends. If BSC does not meet the 80% test, you will not be subject to the 10% special tax but will be subject to Puerto Rico taxes at ordinary income tax rates in the year in which such dividends are paid. You must report the dividends paid in Form 482.0-Puerto Rico Individual Income Tax Return.

You will not be subject to U.S. federal income tax withholding at source if you provide BSC your identification number by filing Form W-9. If you do not provide Form W-9 to BSC, you will be subject to U.S. income tax withholding to the extent the dividends received are considered U.S. source income. If you are subject to U.S. income tax withholding, you may be entitled to a foreign tax credit, subject to certain limitations, against your Puerto Rican income tax for any U.S. federal income tax paid.

Withholding and Reporting

Under current laws, withholding and reporting for Puerto Rico income tax and social security taxes are required when you vest in the deferred stock units. Your employer must withhold the applicable tax and report the acquisition of the shares to the Puerto Rico Department of the Treasury as part of your wages. In addition, you are personally responsible for reporting any income resulting from the sale of shares and the receipt of any dividends and paying all corresponding taxes.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN SINGAPORE

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Singapore. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units because the eligible options are underwater and you have realized no economic gain from the cancellation. However, there is a risk that the Inland Revenue Authority of Singapore (the “IRAS”) may view the exchange as a taxable release, in which case, you will be subject to tax on the value of the shares subject to your eligible options at the time of cancellation. In practice, the IRAS is likely to disregard the release of options and tax only the deferred stock units upon vesting as described below. Please check with your personal tax advisor on your tax treatment in the exchange.

Grant of Deferred Stock Units

You will not be subject to tax when deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax on the fair market value of the shares issued to you when the deferred stock units vest, unless you are eligible for an exemption, as described below. You likely will not be subject to Central Provident Fund contributions upon vesting of your deferred stock units.

As mentioned above, your tax treatment may be different if the following scheme applies. Please consult with your personal tax advisor to determine whether the favorable tax scheme applies and which portion, if any, of your deferred stock units may qualify for the favorable tax treatment.

Sale of Shares

When you subsequently sell the shares acquired upon vesting, you will not be subject to Singaporean tax on any gain you realize unless you are engaged in the business of buying and selling securities.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to U.S. federal withholding tax, but it will not be subject to Singapore income tax, even if it is received in Singapore.

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Withholding and Reporting

Your employer is not required to withhold income tax when your deferred stock units vest. However, if you are neither a Singapore citizen, nor a Singapore permanent resident or you are a Singapore permanent resident who intends to leave Singapore permanently, different tax withholding rules will apply to you and you are advised to consult your tax advisor.

Your employer will complete a Form IR8A on your behalf which will declare the taxable benefits you have derived from the vesting of the deferred stock units. The completed Form IR8A will state the salary or benefits paid to you by your employer during the year, whether in cash or in kind, including any income you have realized from your deferred stock units. It is your responsibility to file your income tax return, wherein you must report any income resulting from the vesting of your deferred stock units or from the sale of shares received upon vesting of the deferred stock units and pay the applicable taxes.

OTHER INFORMATION

Reporting Requirements for Directors

If you are a director, association director, or shadow director of a Singapore affiliate of BSC (i.e., if you sit on the board of directors of a Singapore affiliate), you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singapore affiliate in writing when you receive an interest (e.g., deferred stock units, shares) in BSC or any related companies. Please contact BSC to obtain a copy of the notification form. In addition, you must notify the Singapore affiliate when you sell or receive shares of BSC or any related company (including when you sell or receive shares received upon vesting of your deferred stock units). These notifications must be made within two business days of receiving or disposing of any interest in BSC or any related company. In addition, a notification must be made of your interests in BSC or any related company within two business days of becoming a director.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN SOUTH AFRICA

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in South Africa. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

On the date you become vested in your deferred stock units and receive shares of BSC common stock, you will be subject to taxation on the fair market value of the shares at the time of receipt. The taxable amount will be classified as additional salary and will be subject to income taxes and social insurance charges (Skills Development Levies and Unemployment Insurance Fund Contributions).

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you will be subject to additional taxation when you subsequently sell or otherwise dispose of your shares. The taxable amount will equal the difference (if any) between the sale proceeds and your tax basis in the shares (generally, any taxable income that you previously recognized on the vesting date), and 25% of this amount generally will be subject to taxation at progressive tax rates (the first ZAR 10,000 of capital gains is excluded). You will be personally responsible for reporting any taxable income arising upon the sale or disposition of the shares and paying the applicable taxes directly to the local tax authorities.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. You will be subject to taxation on any dividends paid to you on the Company shares you acquire under the Plan (subject to an annual exclusion). In addition, you will be subject to U.S. income tax withholding at source.

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Withholding and Reporting

Under current laws, your employer will be obligated to report the fair market value of the BSC shares issued to you on the vesting date as taxable income and will be required to withhold income taxes and social insurance charges (Skills Development Levies and Unemployment Insurance Fund Contributions) pursuant to a directive that it will obtain from the South African Revenue Service.

OTHER INFORMATION

Exchange Controls

In general, you should not be subject to any foreign exchange requirements in connection with your acquisition of BSC shares under the Plan. Notwithstanding, because the exchange control regulations in South Africa change frequently and without notice, you should consult a legal advisor prior to the acquisition or sale of BSC shares to ensure compliance with current regulations.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN SPAIN

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Spain. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting. This amount will likely be considered compensation in-kind subject to payment on account.

Notwithstanding the above, because the deferred stock units are settled in shares, you may be entitled to a tax exemption on the first €12,000 of the income recognized at vesting, in any 12-month period, provided the following conditions are met:

(1) you hold the shares acquired upon vesting for at least three years after vesting;

(2) you and your close relatives do not own more than 5% of the capital of BSC or one of its affiliates; and

(3) the grant of deferred stock units is part of the general compensation policy of BSC.

If you sell your shares prior to the expiration of the three-year period, taxable income will arise at the moment of sale, and it will be your responsibility to file a supplemental tax return for the tax year in which you vest in your deferred stock units. Please confer with your personal tax advisor to determine if this exemption is available to you.

Social insurance contributions will also be due on the taxable amount for which the exemption above does not apply, unless the applicable contribution ceiling has already been met.

Sale of Shares

When you subsequently sell the shares acquired upon vesting, you will be subject to tax on any gain you realize. The taxable gain will be calculated as the difference between the sale price and the acquisition cost. The acquisition cost will include any amount considered for personal income tax purposes as compensation in-kind. Thus, if you included all the shares received upon vesting as compensation in-kind, you would include

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this amount as your acquisition cost. If a portion of the taxable amount was excluded at vesting due to the exemption described above, you probably would still have to include the exempted amount in your acquisition cost. You should consult your tax advisor at the time of sale to determine the appropriate acquisition cost.

If you hold the shares for one year or less, any capital gain is taxed at the general income tax rate (which currently ranges from 15% to 43%). If you hold the shares for more than one year, any capital gain will be taxed at a 18% flat rate.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to income tax in Spain and also to U.S. federal withholding tax. You may be entitled to a foreign tax credit against your Spanish income tax for the U.S. federal tax withheld.

Withholding and Reporting

The taxable amount at vesting likely will be considered compensation in-kind and assuming that the €12,000 exemption is applicable, the excess from such amount will be subject to a payment on account obligation. The payment on account obligation will be charged to you. You will be entitled to deduct the payment on account and obtain a tax credit from your income tax obligation.

In addition, the employer will withhold social insurance contributions from the taxable amount at vesting, unless you have already exceeded the applicable contribution ceiling.

OTHER INFORMATION

Exchange Controls

You must comply with exchange control regulations in Spain. The shares received upon vesting must be declared, for statistical purposes, by filing a form with the Spanish Dirección General de Comercio e Inversiones (the “DGCI”) of the Ministerio de Economía. If you receive the shares through a Spanish financial institution (i.e., a broker operating in Spain), that institution will automatically make the declaration to the DGCI for you. Otherwise, you must make the declaration by filing the appropriate form with the DGCI.

When receiving foreign currency payments derived from the ownership of BSC shares (i.e., from the sale of shares or receipt of any dividends), you must inform the financial institution receiving the payment of the basis upon which such payment is made. You will need to provide the institution with the following information: (i) your name, address, and fiscal identification number; (ii) the name and corporate domicile of BSC; (iii) the amount of the payment; (iv) the currency used; (v) the country of origin of the payment received; (vi) the reason for the payment; and (vii) any additional information that may be required.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN SWEDEN

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Sweden. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax upon vesting of the deferred stock units when shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting.

Sale of Shares

When you subsequently sell the shares of common stock acquired upon vesting of your deferred stock units, you will be subject to a capital tax on any gain you realize at a flat rate of 30%. The gain is calculated as the difference between the sale price and the fair market value of the shares on the date of vesting. Capital losses on a sale can, with some restrictions, be set-off against other capital gains on securities.

Dividends

You may be entitled to receive dividends once you have acquired the shares, if the Board of Directors of BSC in its discretion, declares a dividend. Any dividend paid will be subject to capital tax in Sweden and also to U.S. federal withholding tax. You may be entitled to a foreign tax credit against your Swedish capital tax for the U.S. federal tax withheld.

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Withholding and Reporting

Under current laws, withholding and reporting for income tax (and social insurance contributions) purposes are required upon vesting of the deferred stock units. It is the responsibility of the employee to inform his employer, no later than the month after vesting (however, no later than 15 January the following year), that vesting has occurred and to disclose the taxable amount. Your employer will then report and withhold on your taxable income at vesting to the tax authorities. You are, however, ultimately responsible for reporting any income resulting from the sale of shares and the receipt of any dividends and paying all corresponding taxes.

OTHER INFORMATION

Exchange Controls

There are no exchange restrictions or controls under Swedish law. However, to prevent money laundering, an identity control must also be performed for transactions exceeding EUR 15,000.

Further, any payments to or from a foreign country exceeding SEK 150,000 must be reported to the Swedish Central Bank (Sw. Riksbanken).

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN SWITZERLAND

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Switzerland. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you. However, because deferred stock units are a mere expectation right, they have to be reported in your private tax return as a reminder for net wealth tax purposes.

Vesting of Deferred Stock Units

You will be subject to income tax and social insurance contributions when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you will generally not be subject to income tax when you subsequently sell the shares. Any gain (or loss) realized by you on the subsequent sale of shares received under the deferred stock units will not constitute taxable income (nor a tax-deductible loss if sold for less than the taxable value of the deferred stock units price), provided you are not considered a professional securities dealer for Swiss tax purposes and the shares are not purchased and/or held as a business asset.

Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to income tax in Switzerland and also to U.S. federal withholding tax. You may be entitled to a foreign tax credit against your Swiss income tax for the U.S. federal tax withheld.

Withholding and Reporting

Under current laws, withholding and reporting for income tax and social insurance contributions are required when you vest in the deferred stock units. If required to do so, your employer will report and — if taxed at source — withhold on your taxable income at vesting to the Swiss tax authorities. You are personally responsible for reporting any income resulting from the sale of shares and the receipt of any dividends and paying all corresponding taxes.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN TAIWAN

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Taiwan. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. In the absence of clear guidance from the Taiwan taxing authorities, we provide the tax guide based on the Taiwan tax laws and the existing rulings. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

We assume that for all relevant periods you are a resident in Taiwan. If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You likely will be subject to income tax when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you on the date of vesting.

Sale of Shares

If you acquire shares upon vesting of the deferred stock units, you may be subject to tax when you subsequently sell the shares on or after January 1, 2009, when the worldwide income provision of the Alternative Minimum Tax (“AMT”) regime takes effect. You will be subject to AMT on any gain you realize. The gain is calculated as the difference between the sale price and the fair market value of the shares on the date of vesting. AMT will not necessarily lead you to additional taxes payable. Depending on your individual income tax status, you may or may not have to pay additional income taxes on this gain from the sale of shares even if the gain is added to your income for AMT purposes.

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Dividends

If you receive shares upon vesting, you may be entitled to receive dividends if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid on or after January 1, 2009, when the worldwide income provision of the AMT regime takes effect, will be subject to AMT in Taiwan and also to U.S. federal withholding tax. AMT will not necessarily lead you to additional taxes payable. Depending on your individual income tax status, you may or may not have to pay additional income taxes on the dividends even if they are added to your income for AMT purposes.

Withholding and Reporting

Under current law principles, withholding and reporting for income tax will likely be required when you vest in the deferred stock units. If required to do so, your employer will report and withhold on your taxable income at vesting to the Taiwan tax authorities. You are personally responsible for reporting any income resulting from the sale of shares and the receipt of any dividends and paying all corresponding taxes pursuant to the AMT regime’s worldwide income provision following its tentative effective date of January 1, 2009.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN TURKEY

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in Turkey. This summary is based on the tax laws in effect in Turkey as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest and the shares are delivered or delivered shares are sold.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You will not be subject to tax as a result of the voluntary exchange of existing options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will not be subject to tax when the deferred stock units vest.

Delivery of Shares Upon Vesting

When the shares subject to the deferred stock units are delivered, the income earned (which will be equal to the value of the shares at the time of delivery) will be subject to income tax at progressive tax rates up to 35%.

Sale of Shares

When you subsequently sell the shares acquired upon vesting, you will be subject to additional income tax on any capital gain realized.

Dividends

If you vest in the deferred stock units and are issued shares, dividends may be paid with respect to those shares if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividends paid in excess of TRY 900 (for 2007) will be subject to income tax in Turkey and also to U.S. federal withholding tax. If you have other income from marketable securities or rent income, this income should also be taken into consideration for TRY 900 limit. You may be entitled to a tax credit against your Turkish income tax for the U.S. federal tax withheld.

Withholding and Reporting

Your employer will not be required to report or withhold income tax or social insurance contributions. Instead, you will be responsible for reporting and paying any taxes due upon the delivery or sale of your shares.

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APPENDIX B

OFFER TO EXCHANGE: A GUIDE TO TAX ISSUES IN THE UNITED KINGDOM

The following is a general summary of the material tax consequences of the voluntary cancellation of eligible options in exchange for the grant of deferred stock units for eligible employees subject to tax in the United Kingdom. This summary is based on the tax laws in effect in your country as of May 1, 2007. This summary is general in nature and does not address all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of eligible employees. Please note that tax laws change frequently and occasionally on a retroactive basis. As a result, the information contained in this summary may be out of date at the time the deferred stock units are granted, the deferred stock units vest or you sell shares acquired upon vesting of the deferred stock units.

If you are a citizen or resident of another country for local law purposes, the information contained in this summary may not be applicable to you. You are strongly advised to seek appropriate professional advice as to how the tax or other laws in your country apply to your specific situation.

TAX INFORMATION

Option Exchange

You likely will not be subject to tax as a result of the exchange of eligible options for the grant of deferred stock units.

Grant of Deferred Stock Units

You will not be subject to tax when the deferred stock units are granted to you.

Vesting of Deferred Stock Units

You will be subject to income tax when the deferred stock units vest and shares are issued to you. You will be taxed on the fair market value of the shares issued to you. Income tax will be payable at your marginal income tax rate.

You will also be required to pay employees’ National Insurance Contributions (“NICs”) on the fair market value of the shares issued to you at vesting. Employees’ NICs apply at a rate of 11% to the extent your total earnings have not exceeded the upper earnings limit, which for the tax year 6 April 2007 to 5 April 2008 is £670 per week. To the extent your total earnings have exceeded the upper earnings limit, you will be subject to employees’ NICs at a rate of 1% (instead of 11%), without limit.

Your employer will calculate the income tax and employee NICs due when your deferred stock units vest and will account for this amount to the HMRC through the Pay As You Earn (“PAYE”) tax withholding system. Please see further information below.

To the extent your employer has not withheld from you sufficient amounts to satisfy the income tax obligations arising on vesting, you must pay the income tax due to your employer within 90 days of the date of vesting to avoid further tax consequences. If you fail to pay this amount to your employer within that time limit, you may be deemed to have received an additional taxable benefit equal to the amount of income tax paid by your employer on your behalf and you will have to pay further tax on this benefit. In such case, your employer is not required to withhold tax on the benefit in kind, and you must include this in your self-assessment tax return for the year in which vesting occurred.

Sale of Shares

When you subsequently sell the shares acquired upon vesting, you may be subject to capital gains tax on any taxable gain you realize. The taxable gain will be calculated as the difference between the sale proceeds and the fair market value of the shares at vesting. Any capital gains you realize are subject to taper relief

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calculated depending on the period of time during which you held the shares acquired and whether you continue to be employed by your employer, BSC or one of its subsidiaries. Further, capital gains tax is payable only on gains from all sources in excess of the annual personal exemption in any tax year (currently £9,200 for the U.K. tax year 6 April 2007 to 5 April 2008).

Dividends

You may be entitled to receive dividends in respect of the shares you receive upon vesting if the Board of Directors of BSC, in its discretion, declares a dividend. Any dividend paid will be subject to income tax in the U.K. (but not NICs) and also to U.S. federal withholding tax. You may be entitled to a foreign tax credit against your U.K. income tax for the U.S. federal tax withheld.

Withholding and Reporting

As described above, your employer is required to withhold income tax and NICs at vesting through the PAYE system. It is your responsibility to report and pay any taxes resulting from the sale of shares and the receipt of any dividends. You will also be required to report the vesting of your deferred stock units, the subsequent disposal of your shares and the receipt of any dividends on your annual U.K. Tax Return.

OTHER INFORMATION

Director Notification Requirements

If you are a director or shadow director of a U.K. subsidiary of BSC and the U.K. subsidiary is not wholly owned by BSC, you may be subject to certain notification requirements under the U.K companies legislation. You may have to notify the U.K. subsidiary in writing of your interest in BSC and the number and class of shares or rights to which the interest relates. You may also have to notify the U.K. subsidiary when you acquire shares of common stock upon vesting of your deferred stock units or sell shares of common stock acquired upon vesting. This disclosure requirement may also apply to any rights or shares of common stock acquired by your spouse or child(ren) (under the age of 18).

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EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

OFFER TO EXCHANGE CERTAIN OUTSTANDING STOCK OPTIONS
FOR DEFERRED STOCK UNITS
DATED MAY 22, 2007

ELECTION FORM

Please read this Election Form carefully. To properly elect to exchange your eligible options, Mellon Investor Services (“Mellon”) must receive your Election Form before 11:59 p.m., Eastern Daylight Savings Time, on the expiration date, which is currently June 18, 2007.

You are not required to return this Election Form if you do not wish to participate in the offer. However, if Mellon does not receive an Election Form before 11:59 p.m., Eastern Daylight Savings Time, on the expiration date, which is currently June 18, 2007, we will interpret this as your election not to participate in the offer, and you will retain all of your outstanding options with their current terms and conditions.

You must send a properly executed Election Form via regular mail, overnight courier or hand delivery using the following contact information:

Via Regular Mail, Overnight Courier or Hand Delivery:
Mellon Investor Services
480 Washington Boulevard
attn: Kathleen Tyburczy, AIM# 074-2510
Jersey City, NJ 07310

Your acceptance of our offer will be effective as of the date Mellon initially receives your Election Form by the method described above. While not a condition to your election, Boston Scientific asks that you make a copy for your own files. It is your responsibility to ensure that your election is received by Mellon by the deadline.

You do not need to return your stock option agreement(s) in order to effectively elect to accept this offer.

You may confirm that your documents have been received by calling Mellon in the United States at 1-800-718-2943 or internationally at 201-680-6670. Mellon will confirm receipt of your Election Form within five business days after the expiration of the offer. If you do not receive confirmation of our receipt, it is your responsibility to ensure that Mellon has properly received your election.

If you think the information regarding your eligible options set forth on the https://www.corp-action.net/Bostonscientific/ is incorrect, or if you have any questions about the offer, please telephone Mellon.

*       *       *

From:                                         
ID:                                         

To: Boston Scientific Corporation

I have received the Offer to Exchange dated May 22, 2007, this Election Form and have access via https://www.corp-action.net/Bostonscientific/ to the form of Deferred Stock Unit Award (the “Award”) and the 2000 Long Term Incentive Plan and 2003 Long Term Incentive Plan, each as amended (the “Stock Plans”).

Boston Scientific has informed me that if I elect to participate in the offer, I will exchange some or all of my outstanding option grants with an exercise price equal to or greater than U.S. $25.00 (“eligible options”) for certain deferred stock units, or DSUs, as described in the Offer to Exchange, covering a lesser number of shares of Boston Scientific common stock, as set forth in the table contained in Annex A to this Election Form. Boston Scientific has further informed me that each DSU award will be unvested as of its grant date and will have a new vesting schedule. Boston Scientific has advised me that I must continue to provide service to Boston Scientific or one of its subsidiaries through the required vesting periods to become entitled to receive or retain the underlying shares of common stock vesting at the end of each vesting period.

I have reviewed the table of my eligible options on https://www.corp-action.net/Bostonscientific/ , and I confirm that I hold the options listed. I have indicated by checking “Accept” and writing my initials next to the eligible options listed in Annex A that I am electing to exchange. By completing, signing and delivering this Election Form, (i) I hereby elect to exchange all of the eligible options I have so indicated, and (ii) to the extent that I have not previously accepted any or all of the eligible options previously granted to me, I hereby agree to the terms and conditions set forth in the applicable stock option agreement previously provided. For each eligible option I have elected to exchange, Boston Scientific has informed me that I will receive, upon the terms and subject to the conditions in the Offer to Exchange and this Election Form (which together constitute the “offer”), an award for the number of Boston Scientific DSUs set forth in the table on the “Eligible Options” page of the “Boston Scientific Employee Stock Option Exchange” website with respect to such eligible option. Boston Scientific has informed me that if I have returned an Election Form in a timely fashion but have not indicated my election by checking either “Accept” or “Decline” in Annex A, that Boston Scientific will be entitled, in its sole discretion, to conclude that I am not participating in the exchange program.

If, before the expiration of the offer, I wish to exercise some or all of the eligible options I am electing to exchange, I acknowledge that as a result of exercising such options they will no longer be available for exchange.

I acknowledge that upon the occurrence of any of the conditions set forth in Part III, Section 7 of the Offer to Exchange, Boston Scientific may terminate or amend the offer and postpone its acceptance and cancellation of any eligible options I elect for exchange.

I acknowledge that the DSUs will be subject to the terms and conditions set forth in the 2003 Stock Plan and the Award, which will constitute an agreement between Boston Scientific and me. I have reviewed a

form of the Award made available on the “Boston Scientfic Stock Option Exchange Program” intranet portal website at http: https://www.corp-action.net/Bostonscientific/ . Boston Scientific will send me a final Award (with all the blanks filled in) after the grant date.

I hereby represent and warrant that I have full power and authority to elect to exchange the options exchanged hereby and that, when and to the extent such options are accepted for exchange by Boston Scientific, such options will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and such options will not be subject to any adverse claims. Upon request, I will execute and deliver any additional documents deemed by Boston Scientific to be necessary or desirable to complete the exchange of the options I am electing to exchange.

All authority conferred or agreed to be conferred by this Election Form shall not be affected by, and shall survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my heirs, personal representatives, successors and assigns.

By signing this Election Form, I acknowledge that my election to exchange my eligible options pursuant to the procedure(s) described in Part III, Section 4 of the Offer to Exchange and in the instructions to this Election Form will constitute my acceptance of the terms and conditions of the offer. Boston Scientific’s acceptance for exchange of options offered to be exchanged pursuant to the offer will constitute a binding agreement between Boston Scientific and me, upon the terms and subject to the conditions of the Offer to Exchange and this Election Form.

I acknowledge that I expect no financial compensation from the exchange and cancellation of my options. I also acknowledge that in order to participate in the offer I must be an eligible employee of Boston Scientific or one of its subsidiaries from the date when I elect to exchange my eligible options through the date when the DSUs are granted and otherwise be eligible to participate under the Stock Plans. I further acknowledge that (i) if I do not remain an eligible employee through the time that the options are accepted for exchange, I will not receive any DSUs for the options that I elected to exchange but I will keep my options subject to their terms and conditions and (ii) if I do not remain an eligible employee after the options I elect to exchange are accepted for exchange and before the DSUs vest, I will forfeit both my DSUs and the options I elected to exchange.

I hereby give up all ownership interest in the options that I elect to exchange, and I have been informed that they will become null and void on the date Boston Scientific accepts my options for exchange. I agree that I will have no further right or entitlement to purchase shares of Boston Scientific’s common stock under the eligible options accepted by Boston Scientific for exchange or have any other rights or entitlements under such options.

In the event I elect to change my election from “Exchange” to “Do Not Exchange” for any of my option grants, I understand that I will be withdrawing my earlier election to exchange the options previously marked “Exchange” by changing the election to “Do Not Exchange”.

If I withdraw my election either by changing an “Exchange” to a “Do Not Exchange” or by sending in a paper format withdrawal, I understand that I will not receive any deferred stock units for, and will continue to hold, the options withdrawn from the offer, which will continue to be governed by the terms and conditions of the applicable existing stock option agreement(s) between Boston Scientific and me.

I acknowledge that this election is entirely voluntary. I also acknowledge that this election will be irrevocable on the date Boston Scientific accepts my options for exchange.

I acknowledge that Boston Scientific has advised me to consult with my own advisors as to the consequences of participating or not participating in the offer to exchange.

ANNEX A
OFFER TO EXCHANGE CERTAIN OUTSTANDING STOCK OPTIONS
FOR DEFERRED STOCK UNITS
DATED [MAY 22, 2007]

ELECTION FORM

Employee Name:                                         

Employee ID:                                         

IMPORTANT: For each of your outstanding eligible options you elect to enter in the table below, please mark “Accept” if you wish to exchange the option for deferred stock units, or mark “Decline” if you do not wish to exchange the option and instead wish to retain the option with its current terms. Please write your initials next to each entry.

			Number of
	Outstanding	Exchange	Deferred
Grant Number	Stock Options	Ratio	Stock Units	ACCEPT	DECLINE	Initials

Please note that Boston Scientific will not issue any fractional Deferred Stock Units. The applicable amounts in the column headed “Number of Deferred Stock Units” will be rounded down to the nearest whole number.

Employee Signature	Date and Time
Employee Name Printed	Boston Scientific Office in which Employed
Daytime Telephone Number	Email Address

INSTRUCTIONS AND AGREEMENTS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

     1. Delivery of Election Form. Mellon must receive your signed and dated Election Form before the offer expires, which is currently scheduled for 11:59 p.m., Eastern Daylight Savings Time, on June 18, 2007. Any Election Form received after that time will not be accepted.

The method of delivery of any document is at your election and risk. If you choose to submit your election through the website, your election will be effective upon Mellon Investor Services’ (“Mellon”) receipt. Print a copy of the election confirmation page generated on the website for your records. If you choose to submit your election in paper format, your election will be effective only if Mellon receives the paper election before the offer expires. We recommend that you use registered mail with return receipt requested, or another method which can be tracked by the delivery carrier, and properly insure your package. In all cases, you should allow sufficient time to ensure timely delivery.

We will not accept any alternative, conditional or contingent offers to exchange options. All eligible employees electing to exchange options, by execution of election forms, waive any right to receive any notice of the acceptance of their election to exchange, except as provided for in the offer to exchange.

     2. Withdrawal of Election. Elections to exchange made pursuant to the offer may be withdrawn at any time prior to the expiration of the offer. If the offer is extended by Boston Scientific beyond that time, you may withdraw your election at any time until the extended expiration date of the offer. In addition, although Boston Scientific currently intends to accept your validly tendered options promptly after the expiration of the offer, unless Boston Scientific accepts and cancels your tendered eligible options before 11:59 p.m., Eastern Daylight Savings Time, on July 16, 2007, you may withdraw your tendered options at any time until July 16, 2007. To withdraw your tendered options after the expiration of the offer when the website will become inaccessible, you must deliver notice of your withdrawal with the required information while you still have the right to withdraw the election. Note that any withdrawal will not be honored once Boston Scientific has accepted the offer and cancelled the options you have elected to exchange. Withdrawal elections may not be rescinded and any eligible options withdrawn from the offer will thereafter be deemed not properly tendered for purposes of the offer. To re-elect to exchange options that you have withdrawn, you must again follow the procedures described in these instructions to finalize a new election prior to the expiration of the offer.

     3. Signatures on this Election Form. If this Election Form is signed by the option holder, the signature must correspond with the name as written on the face of the stock option agreement(s) to which the options are subject. If your name has been legally changed since your stock option agreement was signed, please submit proof of the legal name change.

If this Election Form is signed by a trustee, executor, administrator, guardian, attorney-in-fact or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to us of the authority of that person so to act must be submitted with this Election Form.

     4. Requests for Assistance or Additional Copies. If you have any questions or need assistance, or would like to request additional copies of the Offer to Exchange or this Election Form, please telephone Mellon in the United States at 800-718-2943 or internationally at 201-680-6670. All copies will be furnished promptly at Boston Scientific’s expense. You may also use the above contact information to overnight courier or hand deliver your correspondence to Mellon.

     5. Irregularities. All questions as to the number of options to be accepted for exchange and the number of deferred stock units to be granted, and any questions as to form of documents and the validity (including eligibility and time of receipt), form and acceptance of any options elected to be exchanged will be determined by Boston Scientific in its sole discretion, which determinations shall be final and binding on all interested persons. Boston Scientific reserves the right to reject any or all elections to exchange options that Boston Scientific determines not to be in appropriate form or the acceptance of which may, in the opinion of Boston Scientific’s counsel, be unlawful. Boston Scientific also reserves the right to waive any of the conditions of the offer and any defect or irregularity in any election to exchange options, and Boston Scientific’s interpretation of the terms of the offer (including these instructions) will be final and binding on all parties. No election to exchange options will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with an election to exchange options must be cured within such time as Boston Scientific shall determine. Neither Boston Scientific nor any other person is or will be obligated to give notice of any defects or irregularities in the election to exchange options, and no person will incur any liability for failure to give any such notice.

     6. Additional Documents to Read. You should be sure to read the Offer to Exchange, this Election Form, the Stock Plan and the form of Award before deciding to participate in the offer.

     7. Important Tax Information. You should consult your own tax advisor and refer to Part III, Section 14 of the Offer to Exchange, which contains important U.S. federal income tax information. If you live or work outside the United States, or are otherwise subject to a tax liability in a foreign jurisdiction, you should refer to Part III, Section 15 and Appendix B to the Offer to Exchange for a discussion of the tax consequences which may apply to you.

     8. Data Privacy. By accepting the offer, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, Boston Scientific and/or any affiliate for the exclusive purpose of implementing, administering and managing your participation in the offer.

You have been advised that your employer, Boston Scientific and/or any affiliate may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing Boston Scientific’s stock and other employee benefit plans and this offer (“Data”). You have been advised that Data may be transferred to any third parties assisting in the implementation, administration and management of the offer, that these recipients may be located in your country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than in your country. You have been advised that you may request a list with names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Boston Scientific’s stock and other employee benefit plans and this offer. You have been advised that Data will be held only as long as is necessary to implement, administer and manage your participation in the stock and other employee benefit plans and this offer. You have been advised that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or if you are a resident of certain countries, refuse or

withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You have been advised that refusing or withdrawing your consent may affect your ability to participate in this offer.

     9. Acknowledgement and Waiver. By accepting this offer, you acknowledge that: (i) the offer is established voluntarily by Boston Scientific, it is discretionary in nature and it may be extended, modified, suspended or terminated by Boston Scientific at any time, as provided in the offer; (ii) the grant of deferred stock units is voluntary and occasional and does not create any contractual or other right to receive future grants of deferred stock units or options, or benefits in lieu of deferred stock units or options, even if deferred stock units or options have been granted repeatedly in the past; (iii) all decisions with respect to future grants under any Boston Scientific stock plan, if any, will be at the sole discretion of Boston Scientific; (iv) your acceptance of the offer will not create a right to employment or be interpreted to form an employment agreement with Boston Scientific, its subsidiaries or its affiliates and will not interfere with the ability of your current employer, if applicable, to terminate your employment relationship at any time with or without cause; (v) your acceptance of the offer is voluntary; (vi) the future value of Boston Scientific’s shares is uncertain and cannot be predicted with certainty; (vii) the offer, the exchanged options and the deferred stock units are outside the scope of your employment contract, if any, and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (viii) if you accept the offer and receive an award of deferred stock units and obtain shares of Boston Scientific common stock pursuant to such award, the value of the shares acquired may increase or decrease in value; (ix) you have been advised the risks associated with your participation in the offer as described in “Certain Risks of Participating in the Offer” contained in the Offer to Exchange; and (x) no claim or entitlement to compensation or damages arises from diminution in value of any deferred stock units you may receive as a result of participating in the offer and you irrevocably release Boston Scientific and its subsidiaries and affiliates from any such claim that may arise.

     10. Tax Liability. Regardless of any action that Boston Scientific, its subsidiaries or its affiliates take with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding obligations (“tax obligations”), you acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your sole responsibility and that Boston Scientific, its subsidiaries and its affiliates (i) make no representations or undertakings regarding the treatment of any tax obligations in connection with any aspect of the cancellation of eligible options or the grant of deferred stock units, the vesting of deferred stock units and delivery of shares of common stock pursuant to the deferred stock units, the subsequent sale of shares of Boston Scientific common stock acquired pursuant to the deferred stock units and the receipt of any dividends; and (ii) do not commit to structure the terms of the offer, including cancellation of the eligible options and/or the grant of deferred stock units, to reduce or eliminate your liability for tax obligations.

You agree to pay or make adequate arrangements satisfactory to Boston Scientific, its subsidiaries and its affiliates to satisfy all withholding obligations of Boston Scientific, its subsidiaries and its affiliates for your tax obligations. In this regard, you authorize Boston Scientific, its subsidiaries and its affiliates, at their discretion and if permissible under local law, to satisfy their obligation to withhold the tax obligations legally payable by you by one or a combination of the following: (i) by withholding from the shares of Boston Scientific common stock otherwise deliverable to you a number of shares that does not exceed by more than a fractional share the amount necessary to satisfy the minimum withholding amount for your tax obligations, (ii) by selling or arranging for the sale on your behalf of a whole number shares of Boston Scientific common stock that you acquire pursuant to your deferred stock units which is

sufficient, after deduction of sale commissions and fees, to satisfy minimum withholding amount for your tax obligations, or (iii) by withholding from your wages or other cash compensation paid to you by Boston Scientific, its subsidiaries and its affiliates amounts sufficient to satisfy your tax obligations. Finally, you agree to pay to Boston Scientific, its subsidiaries and its affiliates any amount of your tax obligations that Boston Scientific, its subsidiaries and its affiliates may be required to withhold as a result of your participation in the offer that cannot be satisfied by the means previously described. Boston Scientific will have no obligation to deliver shares pursuant to your deferred stock units until your tax obligations have been satisfied.

     11. Electronic Delivery of Documents. Any document relating to participation in the offer or any notice required or permitted by the Offer to Exchange, this Election Form or a Notice of Withdrawal shall be given in writing and shall be deemed effectively given only upon receipt by Mellon. The Offer to Exchange, this Election Form, a Notice of Withdrawal, the Award, the Stock Plans and any other communications to option holders in connection with the offer (collectively, the “documents”) may be delivered to you electronically. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to a Boston Scientific intranet or the Internet site of a third party involved in administering the offer, the delivery of the document via email or such other means of electronic delivery specified by Boston Scientific. By executing this Election Form, you acknowledge that you have read this Instruction and consent to the electronic delivery of the documents. You acknowledge that you may receive from Boston Scientific a paper copy of any documents delivered electronically at no cost to you by contacting Boston Scientific by telephone or in writing using the contact information on the first page of this Election Form. You further acknowledge that you will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, you have been advised that you must provide Mellon or any designated third party administrator with a paper copy of any documents if you have requested paper copies as approved to completing your election online. You may revoke your consent to the electronic delivery of documents described in this Instruction or may change the electronic mail address to which such documents are to be delivered (if you have provided an electronic mail address) at any time by notifying Boston Scientific of such revoked consent or revised email address by telephone, postal service or electronic mail.

     12. Governing Law and Documents. The Election Form is governed by, and subject to, United States federal and Massachusetts state law, as well as the terms and conditions set forth in the Offer to Exchange. For purposes of litigating any dispute that arises under the Election Form, the parties hereby submit to and consent to the exclusive jurisdiction of Massachusetts and agree that such litigation shall be conducted in the courts of Suffolk County, Massachusetts, or the federal courts for the United States for the District of Massachusetts, where this offer is made and/or to be performed.

     13. Translations. If you have received this or any other document related to the offer translated into a language other than English and if the translated version is different than the English version, the English version will control.

EX-99.(A)(1)(C)

Exhibit (a)(1)(C)

NOTICE OF WITHDRAWAL
OF OPTIONS PREVIOUSLY TENDERED FOR EXCHANGE

PURSUANT TO THE OFFER TO EXCHANGE DATED MAY 22, 2007

If you previously elected to exchange eligible options for deferred stock units by submitting an Election Form and you would like to withdraw your election to exchange one or more of your eligible option grants, you must notify us of your withdrawal before 11:59 p.m., Eastern Daylight Savings Time, on the expiration date, which is currently June 18, 2007.

If you wish to notify us of your withdrawal, you must complete, sign, date and return this Notice of Withdrawal so that Mellon Investor Services (“Mellon”) receives it before the expiration date deadline. You must send this entire Notice of Withdrawal via regular mail, overnight courier or hand delivery using the following contact information:

Via Regular Mail, Overnight Courier or Hand Delivery:
Mellon Investor Services
480 Washington Boulevard
attn: Kathleen Tyburczy, AIM# 074-2510
Jersey City, NJ 07310

Your withdrawal will be effective as of the date Mellon receives this Notice of Withdrawal by the method described above. While not a condition to your withdrawal, we also ask that you make a copy for your own files. It is your responsibility to ensure that your withdrawal is received by Mellon by the deadline.

Mellon must receive your election to withdraw before 11:59 p.m., Eastern Daylight Savings Time, on June 18, 2007, unless the offer is extended, in which case this Notice of Withdrawal must be received before the extended expiration of the offer.

You may confirm that your documents have been received by calling Mellon in the United States at 800-718-2943 or internationally at 201-680-6670. Mellon intends to electronically confirm receipt of your final decision within five business days after the expiration of the offer. If you do not receive confirmation of our receipt, it is your responsibility to ensure that Mellon properly received your Notice of Withdrawal.

If you have questions regarding the withdrawal of your election, please telephone Mellon in the United States at 800-718-2943 or internationally at 201-680-6670.

*     *     *

From:                                                                

ID:                                                                     

To: Boston Scientific Corporation.

I previously received the Offer to Exchange dated May 22, 2007, the Election Form, the form of Deferred Stock Unit Award (the “Award”) and the 2000 Long Term Incentive Plan and 2003 Long Term Incentive Plan, each as amended (the “Stock Plans”).

I signed and returned the Election Form, thereby electing to exchange one or more of my eligible option grants for DSUs of Boston Scientific. I now wish to withdraw one or more of my tendered options from the offer. I understand that by signing this Notice of Withdrawal and delivering it pursuant to the procedure described in Part III, Section 5 of the Offer to Exchange and the instructions above, I will be withdrawing my election with respect to all eligible options listed in Annex A. I have indicated my intention to withdraw by checking “Withdraw” and writing my initials. I understand that, alternatively, I may reject the offer with respect to all my eligible options by checking the appropriate box in Annex A.

By withdrawing my election, I understand that I will not receive any deferred stock units for, and will continue to hold, the options withdrawn from the offer, which will continue to be governed by the terms and conditions of the applicable existing stock option agreement(s) between Boston Scientific and me.

I understand that if I wish to change this withdrawal of my tendered options and once again accept the offer for any options that I have withdrawn, I must submit a new Election Form prior to the expiration of the offer.

*     *     *

ANNEX A
NOTICE OF WITHDRAWAL
OF OPTIONS PREVIOUSLY TENDERED FOR EXCHANGE

PURSUANT TO THE OFFER TO EXCHANGE DATED [MAY 22, 2007]

Employee Name:                                                                 

Employee ID:                                                                       

IMPORTANT: If you wish to withdraw all of the options you previously elected to exchange, please check the first box below. If you wish to specify the individual option grants that you are withdrawing from the exchange program, please check the second box below and, for each of the options listed below that you wish to withdraw, please mark “Withdraw.” Please write your initials next to each “Withdraw” entry.

o I want to withdraw all of the options I previously elected to exchange in the option exchange program. I understand that any previous elections I made will be considered void. I will retain my current stock options with their current terms and conditions.

o I want to withdraw from participation in the option exchange program only those options that I have indicated below. I understand that, with respect to the options I am withdrawing, any previous elections I made will be considered void, and I will retain my current stock options with their current terms and conditions. I understand that those options I have not indicated for withdrawal below will continue to participate in the option exchange program.

			Number of
	Outstanding		Deferred
Grant Number	Stock Options	Exchange Ratio	Stock Units	Withdraw	Initials

Employee Signature	Date and Time
Employee Name Printed	Boston Scientific Office in which Employed
Daytime Telephone Number	Email Address

EX-99.(A)(1)(D)

Exhibit (a) (1) (D)

Screen 1 Continue If you have eligible options included in this program, please click the continue button to log in Welcome to the Boston Scientific Stock Option Exchange Program Portal. Click on the links below to view details on Boston Scientific's Option Exchange Program: Offer to Exchange Boston Scientific Corp. 2000 Long-Term Incentive Plan Boston Scientific Corp. 2003 Long-Term Incentive Plan Form of Deferred Stock Unit Award Information About the Exchange Frequently Asked Questions Boston Scientific Stock Option Exchange Program expires at 11:59 PM EDT on June 18, 2007 If you have questions, contact the Mellon call center, Monday through Friday between the hours of 8:00 AM to 7:00 PM EDT at: 800-718-2943 (From within the U.S.) 201-680-6670 (From outside the U.S.)

Continue Screen 2 Enter your 9-digit Personal Identification Number (PIN) that you received via e-mail on May 22, 2007. Please do not enter spaces. Boston Scientific Stock Option Exchange Program expires at 11:59 PM EDT on June 18, 2007 If you have questions, contact the Mellon call center, Monday through Friday between the hours of 8:00 AM to 7:00 PM EDT at: 800-718-2943 (From within the U.S.) 201-680-6670 (From outside the U.S.)

The offer to participate in the Boston Scientific Stock Option Exchange Program expires at 11:59 PM EDT on Monday, June 18, 2007. Continue Screen 3 Click on the links below to view details on Boston Scientific's Option Exchange Program: Offer to Exchange Boston Scientific Corp. 2003 Long-Term Incentive Plan Boston Scientific Corp. 2000 Long-Term Incentive Plan Form of Deferred Stock Unit Award Exchange Instructions Information About the Exchange Frequently Asked Questions Exchange Program Worksheet Boston Scientific Stock Option Exchange Program expires at 11:59 PM EDT on June 18, 2007 If you have questions, contact the Mellon call center, Monday through Friday between the hours of 8:00 AM to 7:00 PM EDT at: 800-718-2943 (From within the U.S.) 201-680-6670 (From outside the U.S.)

EX-99.(A)(1)(E)

Exhibit (a) (1) (E)

Hello, [Jane] Here is the information we have for you. Name and Address: [Full Name] [Address] [E-mail] By Clicking below you are agreeing with the terms and conditions described in this Offer to Exchange. Screen 4 Submit To make your elections, select Exchange or Do Not Exchange for each of your eligible grants listed below, review the Terms and Conditions of Election and press the Submit button below. Exchanged Options New DSUs 0 - ^33% vested 25% per year/4 year >33 - ^66% vested 33% per year/3 year >66 - <100% vested 50% per year/2 year 100% vested 100% after 1 year To review the vested status of each of your eligible options please visit www.melloninvestor.com ** I have read and agree with the terms and conditions described in this Offer to Exchange. Click here to view the Exchange Ratio Table. ELIGIBLE OPTIONS Boston Scientific Stock Option Exchange Program expires at 11:59 PM EDT on June 18, 2007 If you have questions, contact the Mellon call center, Monday through Friday between the hours of 8:00 AM to 7:00 PM EDT at: 800-718-2943 (From within the U.S.) 201-680-6670 (From outside the U.S.)

EX-99.(A)(1)(F)

Exhibit (a) (1) (F)

Your current election is reflected below. [CONFIRMATION #] Screen 5 Name and Address: [Full Name] [Address] [E-mail] ELECTION CONFIRMATION Please be advised that you cannot change your election after the Boston Scientific Stock Option Exchange Program expires at 11:59 PM EDT on Monday, June 18, 2007. However, you may log back into this web site to make changes at any time before the Exchange Program expires. Please print out this page for your records Log Out Boston Scientific Stock Option Exchange Program expires at 11:59 PM EDT on June 18, 2007 If you have questions, contact the Mellon call center, Monday through Friday between the hours of 8:00 AM to 7:00 PM EDT at: 800-718-2943 (From within the U.S.) 201-680-6670 (From outside the U.S.)

You have logged out of the Boston Scientific Stock Option Exchange Program Portal. Screen 6 Boston Scientific Stock Option Exchange Program expires at 11:59 PM EDT on June 18, 2007 If you have questions, contact the Mellon call center, Monday through Friday between the hours of 8:00 AM to 7:00 PM EDT at: 800-718-2943 (From within the U.S.) 201-680-6670 (From outside the U.S.)

EX-99.(A)(1)(G)

Exhibit (a) (1) (G)

You made the following election on [Date of previous election]. To change your election, change your selection for each option grant in the table below review the Terms and Conditions of Election and click on the "Re-submit" button. If you would like to keep your elections below without any change click on the "Logout" button. Welcome back, [Jane]. Screen 7 Name and Address: [Full Name] [Address] [E-mail] SUMMARY OF ELECTION You may log back into this web site at any time until the expiration of the offer to exchange at 11:59 PM EDT on Monday, June 18, 2007. Re-submit Log Out ** I have read and agree with the terms and conditions described in this Offer to Exchange. Click here to view the Exchange Ratio Table. Boston Scientific Stock Option Exchange Program expires at 11:59 PM EDT on June 18, 2007 If you have questions, contact the Mellon call center, Monday through Friday between the hours of 8:00 AM to 7:00 PM EDT at: 800-718-2943 (From within the U.S.) 201-680-6670 (From outside the U.S.) Exchanged Options New DSUs 0 - ^33% vested 25% per year/4 year >33 - ^66% vested 33% per year/3 year >66 - <100% vested 50% per year/2 year 100% vested 100% after 1 year To review the vested status of each of your eligible options please visit www.melloninvestor.com

EX-99.(A)(1)(H)

Exhibit (a)(1)(H)

OFFER TO EXCHANGE CERTAIN OUTSTANDING
STOCK OPTIONS FOR NEW DEFERRED STOCK UNITS

DATED MAY 22, 2007

INFORMATION ABOUT THE EXCHANGE

Boston Scientific is offering eligible employees the opportunity to exchange certain outstanding stock options for deferred stock units (or “DSUs”) on a grant-by-grant basis. The DSUs will be granted under the 2003 Long Term Incentive Plan. You may be eligible to participate in this offer because you have outstanding stock options with an exercise price per share that is equal to or greater than U.S. $25.00 and you are currently employed by Boston Scientific or one of its subsidiaries. Options eligible for exchange will be those that are outstanding immediately prior to the effective time of the exchange and that have an exercise price per share that is equal to or greater than U.S. $25.00. Participation in this offer is voluntary, and you are under no obligation to tender any of your eligible stock options for exchange. For full details of Boston Scientific’s option exchange program, please refer to the Offer to Exchange and supporting documents previously provided to you or available for viewing and printing on this website.

The following information highlights some of the key requirements for participation in the offer. It should be read in conjunction with the complete terms and conditions of the offer contained in the Offer to Exchange. The table on the “Eligible Options” page of this website lists each of your option grants eligible to participate in the offer and the number of DSUs you would receive in exchange for those options. If you do not have access to a computer, you may contact Mellon Investor Services (“Mellon”) in the United States at 800-718-2943 or internationally at 201-680-6670 to receive this information. Please keep in mind that the future performance of Boston Scientific’s stock will depend on many factors that cannot be predicted.

Once you’ve reviewed your individual information on the “Eligible Options” page of this website and the Offer to Exchange, you must then complete the election process set forth as described in the Exchange Instructions and on the Eligible Options page of this website to participate in the exchange offer. On the “Eligible Options” page, you may make an election on a grant-by-grant basis, regarding whether or not you wish to tender your stock options. Most employees will complete and submit their election to participate online through use of this website. However, some employees may prefer to print out, date, manually sign and submit in paper form the choices they have completed online.

In order to participate in the exchange, you must either make an online election or your completed election must be received by Mellon no later than 11:59 p.m., Eastern Daylight Savings Time on June 18, 2007. You may withdraw your election at any point during the election period by re-accessing this website and amending your election. If you do not properly submit your election by the deadline, no action will be taken with respect to your stock options, which will remain outstanding under their current terms and conditions following the exchange. All decisions are final as of 11:59 p.m., Eastern Daylight Savings Time on June 18, 2007.

Your Eligible Stock Options

A summary of your eligible stock options and the number of DSUs you would be granted in the exchange are found on the “Eligible Options” page of this website. If you exercise one or more of the listed options prior to the effective time of the exchange, any election you made with respect to that option will be void

as such options will not be outstanding as of the effective time of the exchange and therefore will not be eligible to participate in the exchange.

If You Choose to Participate

If you choose to exchange a stock option grant through this program, you will surrender all unexercised shares in that grant (partial exchanges are not allowed). For each eligible option grant you elect to exchange, you will receive a new DSU award, based on your option grant’s associated exchange ratio. Your new DSU award(s) represents the right to receive or retain free of forfeiture conditions shares of Boston Scientific common stock once you meet the vesting requirements. The specific vesting schedule of each DSU award will depend on the vested status of the eligible option that you exchange. These vesting schedules are described in detail in the Offer to Exchange.

If you are in the U.S., you should be aware that the exchange of options should be treated as a non-taxable exchange and neither Boston Scientific nor you should recognize any income for U.S. federal income tax purposes upon the grant of the new DSUs. Upon the delivery of shares upon vesting of the new DSUs, the recipient will have ordinary income equal to the value of the shares at that time and the Company will be entitled to a corresponding deduction. The tax consequences for participating non-U.S. employees may differ from the U.S. federal income tax consequences. All employees are urged to review the summary of the tax consequences of participating in the exchange program contained in the Offer to Exchange.

If You Choose Not to Participate

If you choose not to participate in the exchange, you will keep your current stock option grants, you will not receive the DSUs described in this offer and your outstanding stock options will retain their current vesting provisions, exercise price and other terms. Again, participation in this program is completely voluntary, and you are under no obligation to participate.

What Do You Need To Do?

Once you have reviewed this statement and the Offer to Exchange, along with the other option exchange program materials, if you wish to participate in the exchange we must receive your election before 11:59 p.m., Eastern Daylight Savings Time on June 18, 2007. You may complete and submit your election to participate in the exchange through the method you prefer:

Either:

• Online Submission of your election to exchange: Proceed to the “Eligible Options” page of this website where you may make a grant-by-grant election of whether or not you wish to tender your stock options.

Or:

• Paper Submission of your election to exchange: Print, sign and date the completed forms from this site, and return them through the following delivery method:

Via Regular Mail, Overnight Courier or Hand Delivery:
Mellon Investor Services
480 Washington Boulevard
attn: Kathleen Tyburczy, AIM# 074-2510
Jersey City, NJ 07310

Your acceptance of our offer will be effective as of the date Mellon receives your online or paper submission by either of the methods described above. If you choose to make your election in the paper format to Mellon, while not a condition to your election, we also ask that you make a copy for your own files. It is your responsibility to ensure that your election is received by Mellon by the deadline.

About This Program

For a complete description of the terms and conditions of the offer, please review the Offer to Exchange, available on this website. If you still have questions after reviewing the Offer to Exchange and all related information on the Boston Scientific Stock Option Exchange Program website, please call Mellon in the United States at 800-718-2943 or internationally at 201-680-6670.

Participation in this program involves a number of potential risks described in the Offer to Exchange. Since our stock’s future market price is unpredictable, eligible employees should carefully consider these risks. If you choose to participate, it is possible that your stock options would ultimately have had a greater value than the DSUs you receive under this offer. Employees are urged to carefully consider these risks. We recommend that you speak with your own financial and tax advisors before deciding whether or not to participate in the offer.

EX-99.(A)(1)(I)

Exhibit (a)(1)(I)

OFFER TO EXCHANGE CERTAIN OUTSTANDING
STOCK OPTIONS FOR NEW DEFERRED STOCK UNITS

DATED MAY 22, 2007

EXCHANGE INSTRUCTIONS

To submit an election, you will need to either choose “Exchange” or “Do Not Exchange” with regard to our offer to exchange for each stock option grant listed on the page entitled, “Eligible Options,” which is accessible through this website. After you select “Exchange” or “Do Not Exchange” with regard to our offer, you will also be asked to acknowledge that you have received, read and agreed to the Election Form and Terms and Conditions of Election before you submit your election.

You are not required to elect to exchange options if you do not wish to participate in the offer. However, if you do not make an election before 11:59 p.m., Eastern Daylight Savings Time, on the expiration date, which is currently June 18, 2007, we will interpret this as your election not to participate in the offer, and you will retain all of your outstanding options with their current terms and conditions.

You may return to the website any time before 11:59 p.m., Eastern Daylight Savings Time, on the expiration date to edit your election. If you choose to change an election from “Exchange” to “Do Not Exchange” you will not receive DSUs in exchange for the option grants so marked, rather you will keep your options subject to all the applicable terms and conditions following the exchange. When you make a change to your election to read “Do Not Exchange” your election will be considered withdrawn unless you edit your election before the expiration date of the offer.

Please read all materials carefully. They contain important information on the terms and conditions of our offer.

You do not need to return your stock option agreement(s) in order to effectively elect to accept this offer.

A confirmation of your online election will be generated on the final page of the website. Please print and retain this confirmation page. You may also confirm that your online election has been received by returning to the website any time before the expiration of the offer to review your prior elections or by calling Mellon either in the United States at 800-718-2943 or internationally at 201-680-6670. Mellon Investor Services will electronically confirm receipt of your election within five business days after the completion of the offer. If you do not receive confirmation of our receipt, it is your responsibility to ensure that we have properly received your election.

If you think the information regarding your eligible options set forth on the “Eligible Options” page of this website incorrect, or if you have any questions about the offer, please telephone Mellon Investor Services in the United States at 800-718-2943 or internationally at 201-680-6670.

EX-99.(A)(1)(J)

Ropes & Gray LLP Draft 5/16/07
Privileged and Confidential
Attorney-Client Communication

Exhibit (a)(1)(J)

ELECTION FORM AND TERMS AND CONDITIONS OF ELECTION

To: Boston Scientific Corporation

I have received the Offer to Exchange dated May 22, 2007, this Election Form, the form of Deferred Stock Unit Award (the “Award”) and the 2003 Long Term Incentive Plan, as amended (the “Stock Plan”).

Boston Scientific has informed me that if I elect to participate in the offer, I will exchange some or all of my outstanding option grants with an exercise price equal to or greater than U.S. $25.00 (“eligible options”) for certain deferred stock units, or DSUs, as described in the Offer to Exchange, covering a lesser number of shares of Boston Scientific common stock, as set forth in the table of my eligible options contained in this website. Boston Scientific has further informed me that each DSU award will be unvested as of its grant date and will have a new vesting schedule, regardless of whether the exchanged option was vested in whole or in part prior to the exchange. Boston Scientific has advised me that I must continue to provide service to Boston Scientific or one of its subsidiaries through the required vesting periods to become entitled to receive or retain the underlying shares of common stock vesting at the end of each vesting period.

I have reviewed the table of my eligible options contained on the “Eligible Options” page of this website, and I confirm that I hold the options listed. I have indicated by checking “Exchange” for each of the eligible options listed on the “Eligible Options” screen of this website that I am electing to exchange. By completing and submitting this Election Form, (i) I hereby elect to exchange all of the eligible options I have so indicated, and (ii) I hereby agree to the terms and conditions set forth in the Offer to Exchange and Election Form. For each eligible option I have elected to exchange, Boston Scientific has informed me that I will receive, upon the terms and subject to the conditions in the Offer to Exchange and this Election Form (which together constitute the “offer”), an award for the number of Boston Scientific DSUs set forth in the table on the “Eligible Options” page of this website. Boston Scientific has informed me that if I have accessed the website but have not indicated my election by checking either “Exchange” or “Do Not Exchange” in the table on the “Eligible Options” page of this website, Boston Scientific will be entitled to assume I am not participating in the exchange offer.

If, before the expiration of the offer, I wish to exercise some or all of the eligible options I am electing to exchange, I acknowledge that as a result of exercising such options they will no longer be available for exchange.

I acknowledge that upon the occurrence of any of the conditions set forth in Part III, Section 7 of the Offer to Exchange, Boston Scientific may terminate or amend the offer and postpone its acceptance and cancellation of any eligible options I elect for exchange.

I acknowledge that the DSUs will be subject to the terms and conditions set forth in the Stock Plan and the Award, which will constitute an agreement between Boston Scientific and me. I have reviewed a form of the Award provided to me or made available on the “Boston Scientific Employee Stock Option Exchange Program” internet portal website at https://www.corp-action.net/Bostonscientific/. Boston Scientific will send me a final Award (with all the blanks filled in) after the grant date.

I hereby represent and warrant that I have full power and authority to elect to exchange the options exchanged hereby and that, when and to the extent such options are accepted for exchange by Boston Scientific, such options will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof,

and such options will not be subject to any adverse claims. Upon request, I will execute and deliver any additional documents deemed by Boston Scientific to be necessary or desirable to complete the exchange of the options I am electing to exchange.

All authority conferred or agreed to be conferred by this Election Form shall not be affected by, and shall survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my heirs, personal representatives, successors and assigns.

By indicating I have reviewed and accepted this Election Form, I acknowledge that my election to exchange my eligible options pursuant to the procedure(s) described in Part III, Section 4 of the Offer to Exchange and in the instructions to this Election Form will constitute my acceptance of the terms and conditions of the offer. Boston Scientific’s acceptance for exchange of options offered to be exchanged pursuant to the offer will constitute a binding agreement between Boston Scientific and me, upon the terms and subject to the conditions of the Offer to Exchange and this Election Form.

I acknowledge that I expect no financial compensation from the exchange and cancellation of my options. I also acknowledge that in order to participate in the offer I must be an eligible employee of Boston Scientific or one of its subsidiaries from the date when I elect to exchange my eligible options through the date when the DSUs are granted and otherwise be eligible to participate under the Stock Plan. I further acknowledge that (i) if I do not remain an eligible employee through the time that the options are accepted for exchange, I will not receive any DSUs for the options that I elected to exchange but I will keep my options subject to their terms and conditions and (ii) if I do not remain an eligible employee after the options I elect to exchange are accepted for exchange and before the DSUs vest, I will forfeit both my DSUs and the options I elected to exchange.

I hereby give up all ownership interest in the options that I elect to exchange, and I have been informed that they will become null and void on the date Boston Scientific accepts my options for exchange. I agree that I will have no further right or entitlement to purchase shares of Boston Scientific’s common stock under the eligible options accepted by Boston Scientific for exchange or have any other rights or entitlements under such options.

In the event I elect to change my election from “Exchange” to “Do Not Exchange” for any of my option grants, I understand that I will be withdrawing my earlier election to exchange the options previously marked “Exchange” by changing the election to “Do Not Exchange”.

If I withdraw my election either by changing an “Exchange” to a “Do Not Exchange” or by sending in a paper format withdrawal, I understand that I will not receive any deferred stock units for, and will continue to hold, the options withdrawn from the offer, which will continue to be governed by the terms and conditions of the applicable existing stock option agreement(s) between Boston Scientific and me.

I understand that if I wish to change this withdrawal of my tendered options and once again accept the offer for any option grants that I have withdrawn, I must log on to the “Boston Scientific Employee Stock Option Exchange Program” internet portal website at https://www.corp-action.net/Bostonscientific/ again and select “Exchange” for the options I elect to exchange.

I acknowledge that this election is entirely voluntary. I also acknowledge that this election will be irrevocable on the date Boston Scientific accepts my options for exchange.

I acknowledge that Boston Scientific has advised me to consult with my own advisors as to the consequences of participating or not participating in the offer to exchange.

PLEASE PRINT A COPY OF THIS DOCUMENT FOR YOUR RECORDS

INSTRUCTIONS AND AGREEMENTS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

     1. Receipt of Election to Exchange. Mellon must receive your election to exchange either through the website or in paper format before the offer expires, which is currently scheduled for 11:59 p.m., Eastern Daylight Savings Time, on June 18, 2007. Any Election Form received after that time will not be accepted.

The method of delivery of any document is at your election and risk. If you choose to submit your election through the website, your election will be effective upon Mellon Investor Services’ (“Mellon”) receipt. Print a copy of the election confirmation page generated on the website for your records. If you choose to submit your election in paper format, your election will be effective only if Mellon receives the paper election before the offer expires. We recommend that you use registered mail with return receipt requested, or another method which can be tracked by the delivery carrier, and properly insure your package. In all cases, you should allow sufficient time to ensure timely delivery.

We will not accept any alternative, conditional or contingent offers to exchange options. All eligible employees electing to exchange options, by execution of election forms, waive any right to receive any notice of the acceptance of their election to exchange, except as provided for in the offer to exchange.

     2. Withdrawal of Election. Elections to exchange made pursuant to the offer may be withdrawn at any time prior to the expiration of the offer. If the offer is extended by Boston Scientific beyond that time, you may withdraw your election at any time until the extended expiration date of the offer. In addition, although Boston Scientific currently intends to accept your validly tendered options promptly after the expiration of the offer, unless Boston Scientific accepts and cancels your tendered eligible options before 11:59 p.m., Eastern Daylight Savings Time, on July 16, 2007, you may withdraw your tendered options at any time until July 16, 2007. To withdraw your tendered options after the expiration of the offer when the website will become inaccessible, you must deliver notice of your withdrawal with the required information while you still have the right to withdraw the election. Note that any withdrawal will not be honored once Boston Scientific has accepted the offer and cancelled the options you have elected to exchange. Withdrawal elections may not be rescinded and any eligible options withdrawn from the offer will thereafter be deemed not properly tendered for purposes of the offer. To re-elect to exchange options that you have withdrawn, you must again follow the procedures described in these instructions to finalize a new election prior to the expiration of the offer.

     3. Requests for Assistance or Additional Copies. If you have any questions or need assistance, or would like to request additional copies of the Offer to Exchange or this Election Form, please telephone Mellon in the United States at 800-718-2943 or internationally at 201-680-6670. All copies will be furnished promptly at Boston Scientific’s expense.

     4. Irregularities. All questions as to the number of options to be accepted for exchange and the number of deferred stock units to be granted, and any questions as to form of documents and the validity (including eligibility and time of receipt), form and acceptance of any options elected to be exchanged will be determined by Boston Scientific in its sole discretion, which determinations shall be final and binding on all interested persons. Boston Scientific reserves the right to reject any or all elections to exchange options that Boston Scientific determines not to be in appropriate form or the acceptance of which may, in the opinion of Boston Scientific’s counsel, be unlawful. Boston Scientific also reserves the right to waive any of the conditions of the offer and any defect or irregularity in any election to exchange options, and Boston Scientific’s interpretation of the terms of the offer (including these instructions) will

be final and binding on all parties. No election to exchange options will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with an election to exchange options must be cured within such time as Boston Scientific shall determine. Neither Boston Scientific nor any other person is or will be obligated to give notice of any defects or irregularities in the election to exchange options, and no person will incur any liability for failure to give any such notice.

     5. Additional Documents to Read. You should be sure to read the Offer to Exchange, the Election Form, these Instructions, the Stock Plan and the form of Award before deciding to participate in the offer.

     6. Important Tax Information. You should consult your own tax advisor and financial advisors and review Part III, Section 14 of the Offer to Exchange, which contains important U.S. federal income tax information. If you live or work outside the United States, or are otherwise subject to a tax liability in a foreign jurisdiction, you should review Part III, Section 15 and Appendix B to the Offer to Exchange for a discussion of the tax consequences which may apply to you.

     7. Data Privacy. By accepting the offer, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, Boston Scientific and/or any affiliate for the exclusive purpose of implementing, administering and managing your participation in the offer.

You have been advised that Boston Scientific and/or any affiliate may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing Boston Scientific’s stock and other employee benefit plans and this offer (“Data”). You have been advised that Data may be transferred to any third parties assisting in the implementation, administration and management of the offer, that these recipients may be located in your country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than in your country. You have been advised that you may request a list with names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Boston Scientific’s stock and other employee benefit plans and this offer. You have been advised that Data will be held only as long as is necessary to implement, administer and manage your participation in the stock and other employee benefit plans and this offer. You have been advised that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or if you are a resident of certain countries, refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You have been advised that refusing or withdrawing your consent may affect your ability to participate in this offer.

     8. Acknowledgement and Waiver. By accepting this offer, you acknowledge that: (i) the offer is established voluntarily by Boston Scientific, it is discretionary in nature and it may be extended, modified, suspended or terminated by Boston Scientific at any time, as provided in the offer; (ii) the grant of deferred stock units is voluntary and occasional and does not create any contractual or other right to receive future grants of deferred stock units or options, or benefits in lieu of deferred stock units or options, even if deferred stock units or options have been granted repeatedly in the past; (iii) all decisions with respect to future grants under any Boston Scientific stock plan, if any, will be at the sole discretion

of Boston Scientific; (iv) your acceptance of the offer will not create a right to employment or be interpreted to form an employment agreement with Boston Scientific, its subsidiaries or its affiliates and will not interfere with our ability to terminate your employment relationship at any time with or without cause; (v) your acceptance of the offer is voluntary; (vi) the future value of Boston Scientific’s shares is uncertain and cannot be predicted with certainty; (vii) the offer, the exchanged options and the deferred stock units are outside the scope of your employment contract, if any, and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (viii) if you accept the offer and receive an award of deferred stock units and ultimately obtain shares of Boston Scientific common stock pursuant to such award, the value of the shares acquired may increase or decrease in value; (ix) you have been advised the risks associated with your participation in the offer as described in “Certain Risks of Participating in the Offer” contained in the Offer to Exchange; and (x) no claim or entitlement to compensation or damages arises from diminution in value of any deferred stock units (compared to the exchanged options or otherwise) you may receive as a result of participating in the offer and you irrevocably release Boston Scientific and its subsidiaries and affiliates from any such claim that may arise.

     9. Tax Liability. Regardless of any action that Boston Scientific, its subsidiaries or its affiliates take with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding obligations (“tax obligations”), you acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your sole responsibility and that Boston Scientific, its subsidiaries and its affiliates (i) make no representations or undertakings regarding the treatment of any tax obligations in connection with any aspect of the cancellation of eligible options or the grant of deferred stock units, the vesting of deferred stock units and delivery of shares of common stock upon vesting of the deferred stock units, the subsequent sale of shares of Boston Scientific common stock acquired pursuant to the deferred stock units and the receipt of any dividends; and (ii) do not commit to structure the terms of the offer, including cancellation of the eligible options and/or the grant of deferred stock units, to reduce or eliminate your liability for tax obligations.

You agree to pay or make adequate arrangements satisfactory to Boston Scientific, its subsidiaries and its affiliates to satisfy all withholding obligations of Boston Scientific, its subsidiaries and its affiliates for your tax obligations. In this regard, you authorize Boston Scientific, its subsidiaries and its affiliates, at their discretion and if permissible under local law, to satisfy their obligation to withhold the tax obligations legally payable by you by one or a combination of the following: (i) by withholding from the shares of Boston Scientific common stock otherwise deliverable to you a number of shares that does not exceed by more than a fractional share the amount necessary to satisfy the minimum withholding amount for your tax obligations, (ii) by selling or arranging for the sale on your behalf of a whole number shares of Boston Scientific common stock that you acquire pursuant to your deferred stock units which is sufficient, after deduction of sale commissions and fees, to satisfy minimum withholding amount for your tax obligations, or (iii) by withholding from your wages or other cash compensation paid to you by Boston Scientific, its subsidiaries and its affiliates amounts sufficient to satisfy your tax obligations. Finally, you agree to pay to Boston Scientific, its subsidiaries and its affiliates any amount of your tax obligations that Boston Scientific, its subsidiaries and its affiliates may be required to withhold as a result of your participation in the offer that cannot be satisfied by the means previously described. Boston Scientific will have no obligation to deliver shares pursuant to your deferred stock units until your tax obligations have been satisfied.

     10. Electronic Delivery of Documents. Any document relating to participation in the offer or any notice required or permitted by the Offer to Exchange or the Election Form shall be given in writing and shall be deemed effectively given only upon receipt by Mellon. The Offer to Exchange, the Election

Form, these Instructions, the Award, the Stock Plan and any other communications to option holders in connection with the offer (collectively, the “documents”) may be delivered, if local law allows, to you electronically. By executing this Election Form, you acknowledge that you have read these Instructions and consent to the electronic delivery of the documents. You acknowledge that you may receive from Boston Scientific a paper copy of any documents delivered electronically at no cost to you by contacting Mellon by telephone using the contact information on this website. Similarly, you have been advised that you must provide Mellon with a paper copy of any documents if you elect to not use this website. You may revoke your consent to the electronic delivery of documents described in these Instructions or may change the electronic mail address to which such documents are to be delivered (if you have provided an electronic mail address) at any time by notifying Boston Scientific of such revoked consent or revised email address by telephone, postal service or electronic mail.

     11. Governing Law and Documents. An election to exchange is governed by, and subject to, United States federal and Massachusetts state law, as well as the terms and conditions set forth in the Offer to Exchange. For purposes of litigating any dispute that arises under as a result of an election to exchange or not exchange options, the parties hereby submit to and consent to the exclusive jurisdiction of Massachusetts and agree that such litigation shall be conducted in the courts of Suffolk County, Massachusetts, or the federal courts for the United States for the District of Massachusetts, where this offer is made and/or to be performed.

     12. Translations. If you have received this or any other document related to the offer translated into a language other than English and if the translated version is different than the English version, the English version will control.

PLEASE PRINT A COPY OF THIS DOCUMENT FOR YOUR RECORDS

EX-99.(A)(1)(K)

Exhibit (a)(1)(K)

STOCK OPTION EXCHANGE PROGRAM
Supplemental Frequently Asked Questions

A comprehensive list of questions and answers about the details of the Boston Scientific Stock Option Exchange Program, including eligibility, terms, timing, tax implications and other information is included in the Offer to Exchange document located on the Stock Option Exchange Program Portal at https://www.corp-action.net/Bostonscientific. Below you will find some answers to frequently asked questions. This document is intended to provide a more simplified explanation of certain key points of the program. These questions and answers to do not reflect all of the information contained in the Offer to Exchange document or related program documents. We recommend you read all of the materials associated with the program.

Q1)	What is the Stock Option Exchange Program?
A)	The Stock Option Exchange Program is a voluntary program in which eligible employees who hold stock options granted under the 2000 and 2003 Incentive Plans with an exercise price greater than or equal to $25.00 can exchange those options for a lesser number of deferred stock units (DSUs). The program offer period begins on May 22, 2007 and is scheduled to expire on June 18, 2007 at 11:59 p.m. Eastern Daylight Savings Time.
Q2)	Why is the company offering the program?
A)	We are offering this program to strengthen our ability to motivate and retain valued employees as well as to promote the interests of our stockholders. We regularly review our compensation programs and incentive plans to ensure they continue to meet our top priorities of attracting and retaining key people – and ultimately drive our long-term growth and performance.
	We recognize that the long-term incentive plan is an important part of an employee’s total compensation package. Many of you have expressed disappointment that your stock options have not delivered value to you over the past few years. In response to your feedback, we are offering this program as an opportunity for you to exchange certain underwater stock options for new DSUs.
	As you know, the potential value of options is dependent on the financial markets rewarding our company performance with an increased share price that is above the initial grant price. However, DSUs, when vested, convert to full value shares at no purchase cost to you, which gives you tangible rewards for your performance, even through stock price fluctuations. When your DSUs vest and convert to shares of Boston Scientific stock, you are free to hold or sell them, subject to our stock trading policies. We believe that employees who own a stake in the company are more engaged in the business and invested in the company’s success. This program is consistent with our overall compensation approach.
	The exchange program allows us to provide real stock ownership opportunities for our employees with minimal accounting expense to the company in that the value of the exchanged options is roughly equal to that of the new DSUs. The program will also allow Boston Scientific to recover a large number of outstanding shares for future use in support of company objectives and pay programs.

Frequently Asked Questions
Page 1 of 8

Q3)	Who is eligible to participate in the program?
A)	All employees of Boston Scientific who hold eligible options, which are those granted under the 2000 and 2003 Long Term Incentive Plans with an exercise price of $25.00 or higher, are eligible to participate in the program, with the exception of members of the Executive Committee and Board of Directors and a small number of employees in certain countries due to restrictions under local laws. If your employment terminates at any time during the offer period for any reason, you are not eligible to participate in the program.
Q4)	Why is our most senior leadership excluded from the program?
A)	Members of the Executive Committee and Board of Directors are not eligible to participate in the program because we believe that their actions have a more direct impact on company performance and business results, which affect our share price. We feel it is important that they maintain their original stock options as an incentive to improve company and stock price performance.
Q5)	What is the “exercise price”?
A)	The exercise price generally refers to the fixed price, documented in a stock option award, at which employees can exercise their right to purchase a share of a company’s stock. The exercise price is the market price of a share of Boston Scientific common stock on the date the option is granted.
Q6)	What does it mean when a stock is “underwater” or “out-of-the-money”?
A)	Due to stock price fluctuations, at any given time following the grant of the option, the prevailing market price of our stock may be greater than, equal to, or less than the exercise price of the option. When the market price is greater than the exercise price of the option (known as an “in-the-money” option), the option holder receives value from exercising the option, because he or she is able to buy the stock underlying the option at less than its prevailing market price and then sell it in the open market for a profit. The holder of an option to purchase stock at an exercise price that is equal to or greater than the prevailing market price (known as an “out-of-the-money” or an “underwater” option) generally would not exercise the stock option because the subsequent sale of the stock would result in a loss. The options eligible for exchange under this program are currently “underwater” because they have an exercise price equal to or greater than $25.00 and the market price of our common stock on May 21 was $15.53.
Q7)	What is “shareholder dilution”?
A)	Shareholder dilution refers to the decrease in the ownership stake of existing shareholders associated with an increase in the number of shares outstanding including stock options, DSUs and other stock-based awards. The exchange program benefits the shareholders in that we are avoiding additional dilution by exchanging options for a lesser number of DSUs rather than offering more stock options at today’s stock price in addition to the outstanding underwater options.

Frequently Asked Questions
Page 2 of 8

Q8)	What is a DSU?
A)	A deferred stock unit (DSU) is our commitment to issue a share of common stock to an employee of Boston Scientific in the future upon the satisfaction of certain vesting requirements. Similar to options, DSUs vest over time based on your continued employment. Unlike options, no employee expenditure is required to realize the value of a DSU. When a DSU vests, the underlying share of common stock is issued to and is fully-owned by the employee, after local tax obligations have been met. The shares received after vesting can be a more tangible reward than a stock option that has to be exercised for a price and sold in the open market at a higher price for value to be recognized.
Q9)	How is a DSU different from a share of stock?
A)	A deferred stock unit is not actually a share of stock. It is the promise to give you a share of common stock if you remain employed at the company on the unit’s vesting date. You will not have any of the rights of a shareholder (including, but not limited to, voting and dividend rights) with respect to the DSUs until shares are delivered upon vesting.
Q10)	How is a DSU different from a stock option?
A)	The below table provides an explanation on the difference between a DSU and a stock option.

	Deferred Stock Units (DSUs)	Stock Options
The Grant	Commitment to deliver a specific number of shares after satisfaction of applicable vesting conditions	Opportunity to purchase a specific number of shares in the future at the market price as of the option grant date after satisfaction of applicable vesting conditions
Value	Actual stock price on any given day after satisfaction of applicable vesting conditions	Based on appreciation of stock price after grant and satisfaction of applicable vesting conditions, value is the difference between grant price and market price
Ownership	At vesting	After options are vested and exercised (purchased)
Life/Term	N/A	10 years from grant date
Tax Implications	Taxed at vesting, generally as ordinary income; provisions may vary outside the US	Taxed at exercise, generally as ordinary income; capital gains at time of stock sale (long-term or short-term based on applicable holding period); provisions may vary outside the US

Q11)	Why are deferred stock units a good alternative for options?
A)	Each DSU represents, upon vesting, a share of Boston Scientific stock with no purchase price and therefore carries value even through stock price fluctuations.

Frequently Asked Questions
Page 3 of 8

Q12)	How does the use of deferred stock fit in with our compensation strategy?
A)	Boston Scientific’s compensation program is designed to:

• drive and reward top performance;

• enable employees to share in the success of the company;

• attract the best people to work at BSC; and

• retain our successful people.

	Offering DSUs as an alternative to stock options helps us to achieve these goals because DSUs provide tangible rewards that are not tied as directly to an increase in our stock price and promote ownership in the company after a specified vesting period.
Q13)	Are we making this offer to save money?
A)	No. The exchange program is intended to be essentially cost-neutral to the company; that is, the exchange program will not save money, nor will it create a significant additional expense for the company. The value of the exchanged options is intended to be roughly equivalent to that of the new DSUs. There are two primary benefits to the company. First, through the exchange of underwater stock options for a lesser number of DSUs, the company will recover shares that will be returned to the plan and made available for future employee awards. Second, currently outstanding underwater stock options provide little in the way of retentive or motivational value. By providing employees with the opportunity to exchange those options for DSUs, the company hopes to improve the retention and motivational value of the equity program.
Q14)	Does this offer to exchange stock options for DSUs mean Boston Scientific sees little upside in our stock?
A)	No. It’s important to remember that we have been in similar circumstances in the past. We have been under pressure, with performance challenges and a falling stock price, yet each time, we have addressed our problems, found solutions and taken our business to a higher level. Each time as a result, the stock has bounced back. Boston Scientific has always managed our business for the long run and we will continue to do so. We have taken calculated risks and engaged in bold strategies that have made us the leader we are today. In the past, this approach has paid off for the long-term investor, including our employees, who in the end are those most responsible for our success. We have every confidence it will do so in the future.
	However, because we are concerned that your stock options have not delivered value to you over the past few years and we cannot predict market performance, we are offering this program as an opportunity to exchange your underwater options for DSUs that will become full value shares upon vesting and to help ensure Boston Scientific employees have an ownership stake in the company. We believe that employees who have a meaningful ownership stake in the company direct their actions towards enhancing the success of the company.

Frequently Asked Questions
Page 4 of 8

Q15)	What is the exchange ratio?
A)	The number of DSUs that we are offering in exchange for each eligible option grant is determined by an exchange ratio based on the exercise price of the eligible options.
	The exchange ratios are as follows:

Exercise Price of Eligible Options	Exchange Rate
Less than $25.00	Not eligible for exchange program
$25.00 to $30.00	4 options for 1 DSU
$30.01 to $40.00	7 options for 1 DSU
Over $40.00	8 options for 1 DSU

	We will not issue any fractional DSUs. Any exchange that would result in a fractional deferred stock unit under the exchange ratio will be rounded down to the next whole unit. To help you calculate the number of DSUs you would receive in exchange for eligible options, please download the Exchange Worksheet from the Stock Option Exchange Program Portal at https://www.corp-action.net/Bostonscientific.
Q16)	How were the exchange ratios determined?
A)	The exchange ratios were determined using a binomial option valuation formula—one of the most widely accepted methods for calculating the value of a stock option. When we benchmarked ourselves to our peer group of companies and other firms who have offered similar exchange programs, this was determined to be a competitive practice in terms of placing a comparable value on options compared to DSUs.
Q17)	Why will I receive fewer DSUs than options if I make the exchange?
A)	One DSU is equivalent in value to one share of Boston Scientific stock. Stock options deliver gain via appreciation of stock price between grant date and exercise date. Because stock options provide incremental value, and DSUs offer the full value of a share, fewer DSUs are required to deliver equivalent value. Because the value of DSUs is not dependent on the stock price exceeding the exercise price, the number of DSUs granted is typically less than the number of stock options. It is important to consider the value of the grant, not the number of the shares.

Frequently Asked Questions
Page 5 of 8

Q18)	What is the new vesting schedule for DSUs?
A)	The new vesting schedule for each new DSU is based on the percentage vested of the exchanged options as of the grant date of the new DSUs as indicated in the table below.

% of Eligible Option Vested as
of Effective Date of Exchange	Vesting Schedule of New DSU
33% or less	25% per year on each of the first four anniversaries of the date of grant of the new DSU
More than 33%, less than or equal to 66%	33% per year on each of the first three anniversaries of the date of grant of the new DSU
More than 66%, less than 100%	50% per year on each of the first two anniversaries of the date of grant of the new DSU
100%	100% on the first anniversary of the date of grant of the new DSU

	Your DSUs will continue to vest as long as you remain an employee at Boston Scientific. Once your DSUs are vested, you will receive shares of our common stock.
Q19)	Why are the new DSUs unvested, even if my options were already vested?
A)	Two key objectives of our compensation and incentive programs are to align the interests of our employees and shareholders and to promote the long-term retention of our employees. We hope the new vesting period for DSUs will encourage our employees to stay with Boston Scientific in order to achieve the benefits of the awards upon vesting.
Q20)	What is the grant date of the new DSUs?
A)	The expected grant date of the new DSUs is June 19, 2007, the day following the scheduled expiration of the program offer.
Q21)	Can I refuse to exchange my stock options for DSUs?
A)	Yes. The Stock Option Exchange Program is completely voluntary. If you decide not to participate in the program, you don’t need to do anything.
Q22)	How do I make an election?
A)	You may make an election to exchange eligible options online on the Stock Option Exchange Program Portal at https://www.corp-action.net/Bostonscientific. You will receive an email on May 22, 2007 from Mellon Investor Services that includes your personal identification number (PIN). You will need this information to access the portal, view your eligible options and make your election online.
Q23)	Will I receive a confirmation of my election?
A)	Yes. Once you make your election online, you will receive a confirmation number. You should print a copy of the confirmation page for your records.

Frequently Asked Questions
Page 6 of 8

Q24)	What if I change my mind after I make an election?
A)	If you decide to participate in the program, and then change your mind and decide to withdraw or change all or some of the elections you submitted, you may do so at any time before the end of the offer period by returning to the Stock Option Exchange Program Portal, which is available at https://www.corp-action.net/Bostonscientific, to edit your election. You may also submit a paper withdrawal form which is available on the portal to Mellon Investor Services before the end of the offer period.
	Your final election must be received by Mellon Investor Services, either online or in paper form, before the offer expires on June 18, 2007 at 11:59 p.m. EDT.
Q25)	Will I be able to view my DSUs online?
A)	Shortly after the expiration of the offer period, you will be able to view your DSUs online in your stock option accounts on the Mellon website at www.melloninvestor.com, just like you do with your existing options and DSUs.
Q26)	What happens to my DSUs if I leave the company or retire before they are vested?
A)	You will forfeit any unvested DSUs if your employment terminates for any reason besides retirement, death or disability, as described in the relevant plan documents and agreements. However, all vested shares of common stock are yours and can be sold or transferred, subject to our stock trading policies.
	If you retire, which at this time means your age plus your number of years of service to Boston Scientific equals 62 (provided you are at least 50 years old and have 5 years of service), your unvested DSUs will be immediately vested.
Q27)	How do I know which options are eligible for the exchange?
A)	On the Stock Option Exchange Program Portal at https://www.corp-action.net/Bostonscientific, you will have access to a personalized summary of the unexercised options you have been granted that are eligible for this exchange.
Q28)	A portion of my options are already vested under one grant. Why can’t I exchange the unvested ones and keep the vested ones?
A)	For accounting purposes and administrative ease, the entire outstanding, unexercised portion of an option grant award—vested or unvested—must be exchanged. However, the program does allow employees the flexibility to exchange particular grants and choose not to exchange others.
Q29)	Are there tools available to help me make my decision?
A)	Yes. You can access an interactive Exchange Worksheet on the Stock Option Exchange Program Portal at https://www.corp-action.net/Bostonscientific. This worksheet allows you to enter your eligible grants, determine which of those grants you wish to exchange and calculate the number of DSUs you would be awarded in the exchange before actually making the election. You should also consult your personal financial and/or tax advisors about whether to exchange any particular grants.

Frequently Asked Questions
Page 7 of 8

Q30)	Who can I go to if I have more questions?
	First, you should make sure you carefully read and review all of the information provided to you as part of the Stock Option Exchange Program. These materials can be found at the Stock Option Exchange Program Portal at https://www.corp-action.net/Bostonscientific and include: the Offer to Exchange, which is the legal document outlining the complete terms and conditions of the program; frequently asked questions and answers; your personalized summary of eligible stock option grants; and the 2000 and 2003 Long Term Incentive Plan documents. If you need additional information or assistance, you should call Mellon Investor Services at 800-718-2943 from within the U.S. or 201-680-6670 from outside the U.S., or send an email to the BSC Equity Compensation Support box at BSCEquityCompSupport@bsci.com. You should consult your personal advisors if you have questions about your financial or tax situation.
	In addition to these resources, we also plan to arrange for question and answer sessions, via web conference, about this exchange program. You will be receiving information about the timing of these sessions shortly.

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.

Frequently Asked Questions
Page 8 of 8

EX-99.(A)(1)(L)

Exhibit (a)(1)(L)

STOCK OPTION EXCHANGE PROGRAM
At-A-Glance

This information sheet outlines important need-to-know information about the recently announced Boston Scientific Stock Option Exchange Program for employees.

Where Can I Find Information about the Program?

Everything you need to know about how the program works and what it means for you can be found on the Stock Option Exchange Program Portal at https://www.corp-action.net/Bostonscientific. It is important that you take advantage of the resources and tools available to you before you make a decision about whether or not to participate in the program.

What Will I Find on the Portal?

The Stock Option Exchange Program Portal is your primary resource for information about the program. On it, you will find:

• the Offer to Exchange, which is a legal document describing the program in detail;

• the 2000 and 2003 Long-Term Incentive Plan documents;

• the Deferred Stock Unit Award Agreement, which is the agreement under which the new DSUs will be granted if you choose to participate;

• frequently asked questions (FAQ) about the program;

• a personalized summary of your stock option grants that are eligible for the program; and

• an interactive exchange worksheet to help you decide which, if any, options to exchange.

What Should I Have Received By Now?

By now, you should have received email communications from Jim Tobin and Lucia Quinn announcing the program approval on May 8, 2007 and program commencement on May 22, 2007. These emails provided a brief overview of the program and information on where to learn more. If you didn’t receive them, please send an email to BSC Equity Compensation Support at BSCEquityCompSupport@bsci.com. You also should have received an email from Mellon Investor Services with your personal identification number (PIN) for the Stock Option Exchange Program Portal so that you can make your election online. If you didn’t receive an email with your PIN, please contact Mellon Investor Services (at 800-718-2943 from within the U.S. or 201-680-6670 from outside the U.S.).

What’s Next?

We will be hosting several question and answer sessions for employees via web conference. Dates and times for the sessions are listed below. You will be receiving an email shortly with more information about how to attend these web conferences. Also, we will be providing updates to the FAQs via email throughout the program offer period.

Stock Option Exchange Program Q&A Web Conference Sessions
Wednesday, May 30, 2007 at 3:00 p.m. EDT and 7:30 p.m. EDT
Thursday, May 31, 2007 at 10:00 a.m. EDT and 7:30 p.m. EDT
Tuesday, June 12 at 10:00 a.m. EDT
Wednesday, June 13 at 3:00 p.m. EDT

Who Should I Contact with Questions?

You should contact Mellon Investor Services at 800-718-2943 from within the U.S. or 201-680-6670 from outside the U.S. with questions. You can also send questions to BSC Equity Compensation Support at BSCEquityCompSupport@bsci.com.

The program offer period is scheduled to expire on June 18, 2007 at 11:59 p.m. Eastern Daylight Savings Time. If you are making an election, be sure to do so before this deadline. Visit the Stock Option Exchange Program Portal at https://www.corp-action.net/Bostonscientific.

EX-99.(A)(1)(M)

Exhibit (a)(1)(M)

Boston Scientific Corporation

2003 Long-Term Incentive Plan

Deferred Stock Unit Award

June 19, 2007

Employee’s Name

PLEASE RETAIN FOR YOUR RECORDS

BOSTON SCIENTIFIC CORPORATION

DEFERRED STOCK UNIT AWARD

     Boston Scientific Corporation, a Delaware corporation (the “Company”) hereby grants the “Participant”, an employee of the Company or any of its affiliates or subsidiaries, the award set forth in this award certificate (the “Award”) as of the 19^th day of June, 2007 (the “Grant Date”). 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 Award (the “Plan”).

     1. Grant of Award. The Company hereby awards to the Participant that number of Deferred Stock Units set forth on the Signature Page of this Award (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 eligibility and other conditions set forth herein. The award is granted pursuant to and is subject to the terms and conditions of this Award and the provisions of the Plan, and pursuant to the terms and conditions of the Offer to Exchange filed by the Company with the U.S. Securities and Exchange Commission under Schedule TO on May 22, 2007, each as amended through the date hereof.

     2. Eligibility Conditions upon Award of Units. The Participant hereby acknowledges and agrees that the Units awarded hereunder are subject to certain eligibility and other conditions set forth herein and in the Plan.

     3. Satisfaction of Conditions.¹

ALTERNATIVE A: Except as otherwise provided in Section 5 hereof (relating to death of the Participant), Section 6 hereof (relating to Retirement or Disability of the Participant) and Section 8 hereof (relating to Change in Control of the Company), the Company shall deliver shares of Stock in the amounts set forth on the signature page hereof subject to the eligibility conditions described in Section 7 hereof in approximately equal annual installments on each of the four anniversaries of the date first set forth

¹ Drafter’s Note: Alternative A would apply with respect to DSUs granted in respect of options vested as to 33% or less of the underlying shares (vesting 25% per year on each of the first four anniversaries of the date of grant of the new DSU). Alternative B would apply with respect to DSUs granted in respect of options vested as to more than 33% and less than or equal to 66% of the underlying shares (vesting 33% per year on each of the first three anniversaries of the date of grant of the new DSU). Alternative C would apply with respect to DSUs granted in respect of options vested as to more than 66% and less than 100% of the underlying shares (vesting 50% per year on each of the first two anniversaries of the date of grant of the new DSU). Alternative D would apply with respect to DSUs granted in respect of options vested as to 100% of the underlying shares (vesting 100% on the first anniversary of the date of grant of the new DSU).

above, beginning on the first anniversary of the date of grant. No shares of Stock shall otherwise be issued to Participant prior to the date on which the Units vest.

ALTERNATIVE B: Except as otherwise provided in Section 5 hereof (relating to death of the Participant), Section 6 hereof (relating to Retirement or Disability of the Participant) and Section 8 hereof (relating to Change in Control of the Company), the Company shall deliver shares of Stock in the amounts set forth on the signature page hereof subject to the eligibility conditions described in Section 7 hereof in approximately equal annual installments on each of the three anniversaries of the date first set forth above, beginning on the first anniversary of the date of grant. No shares of Stock shall otherwise be issued to Participant prior to the date on which the Units vest.

ALTERNATIVE C: Except as otherwise provided in Section 5 hereof (relating to death of the Participant), Section 6 hereof (relating to Retirement or Disability of the Participant) and Section 8 hereof (relating to Change in Control of the Company), the Company shall deliver shares of Stock in the amounts set forth on the signature page hereof subject to the eligibility conditions described in Section 7 hereof in approximately equal annual installments on each of the two anniversaries of the date first set forth above, beginning on the first anniversary of the date of grant. No shares of Stock shall otherwise be issued to Participant prior to the date on which the Units vest.

ALTERNATIVE D: Except as otherwise provided in Section 5 hereof (relating to death of the Participant), Section 6 hereof (relating to Retirement or Disability of the Participant) and Section 8 hereof (relating to Change in Control of the Company), the Company shall deliver shares of Stock in the amounts set forth on the signature page hereof subject to the eligibility conditions described in Section 7 hereof in one installment on the first anniversary of the date of grant. No shares of Stock shall otherwise 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 Participant or beneficiary of the Participant as set forth under the provisions of the Company’s program of life insurance for employees, any shares of Stock to be awarded to Participant hereunder that remain subject to eligibility conditions.

     6. Retirement or Disability. In the event of the Participant’s Retirement or Disability, the Company will issue to Participant any shares of Stock to be awarded hereunder that remain subject to eligibility conditions. For the purposes of this Award, the term “Disability” shall mean permanent and total disability as determined under the Company’s long-term disability program for employees then in effect, provided that such disability also meets the requirements of Section 409(a)(2)(C) of the Code.

     7. Other Termination of Employment — Eligibility Conditions. If the employment of the Participant with the Company and its affiliates or subsidiaries is terminated or Participant separates from the Company and its affiliates or subsidiaries for any reason other than death, Retirement or Disability, any Units that remain subject to eligibility conditions shall be void and no Stock shall be issued with respect thereto. Except as otherwise set forth herein, eligibility to be issued shares of Stock is conditioned on Participant’s continuous employment with the Company through and on the applicable anniversary of the date as set forth in Section 3 above.

     8. Change in Control of the Company. In the event of a Change in Control of the Company, the Company will issue to Participant any shares of Stock to be awarded hereunder that remain subject to eligibility conditions.

     9. Consideration for Stock. The shares of Stock are intended to be issued for no cash consideration.

     10. Delivery of Stock. The Company shall not be obligated to deliver any shares of Stock to be awarded hereunder until (i) all federal and state laws and regulations as the Company may deem applicable have been complied with; (ii) the shares have been listed or authorized for listing upon official notice to the New York Stock Exchange, Inc. or have otherwise been accorded trading privileges; and (iii) all other legal matters in connection with the issuance and delivery of the shares have been approved by the Company’s legal department.

     11. Tax Withholding. The Participant shall be responsible for the payment of any taxes of any kind required by any national or local law to be paid with respect to the Units or the shares of Stock to be awarded hereunder, including, without limitation, the payment of any applicable withholding, income, social and similar taxes or obligations. Except as otherwise provided in this Section, upon the issuance of Stock or the satisfaction of any eligibility condition with respect to the Stock to be issued hereunder, the Company shall hold back from the total number of shares of Stock to be delivered to the Participant, and shall cause to be transferred to the Company, whole shares of Stock having a Fair Market Value on the date the shares are subject to issuance an amount as nearly as possible equal to (rounded to the next whole share) the Company’s withholding, income, social and similar tax obligations with respect to the Stock. To the extent of the Fair Market Value of the withheld shares, Participant shall be deemed to have satisfied Participant’s responsibility under this Section 11 to pay these obligations. The Participant shall satisfy Participant’s responsibility to pay any other withholding, income, social or similar tax obligations with respect to the Stock, and (subject to such rules as the Committee may prescribe) may satisfy Participant’s responsibility to pay the tax obligations described in the immediately preceding sentence, by so indicating to the Company in writing at least thirty (30) days prior to the date the shares of Stock are subject to issuance and paying the amount of these tax obligations in cash to the Company within ten (10) business days following the date the Units vest or by making other arrangements satisfactory to the Committee for payment of these obligations. In no

event shall whole shares be withheld by or delivered to the Company in satisfaction of tax withholding requirements in excess of the maximum statutory tax withholding required by law. The Participant agrees to indemnify the Company against any and all liabilities, damages, costs and expenses that the Company may hereafter incur, suffer or be required to pay with respect to the payment or withholding of any taxes. The obligations of the Company under this Award and the Plan shall be conditional upon such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

     12. Investment Intent. The Participant acknowledges that the acquisition of the Stock to be issued hereunder is for investment purposes without a view to distribution thereof.

     13. Limits on Transferability. Until the eligibility conditions of this Award have been satisfied and shares of Stock have been issued in accordance with the terms of this Award or by action of the Committee, the Units awarded hereunder are not transferable and shall not be sold, transferred, assigned, pledged, gifted, hypothecated or otherwise disposed of or encumbered by the Participant. Transfers of shares of Stock by the Participant are subject to the Company’s Stock Trading Policy.

     14. Award Subject to the Plan. The Award made hereunder is subject to the terms and conditions of the Plan and the Participant agrees to be bound by the terms and conditions of the Award and the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained in this Award and a term or provision of the Plan, the applicable terms and conditions of the Plan will govern and prevail. However, no amendment of the Plan after the date hereof may adversely alter the rights of the Participant under this Award without the consent of the Participant.

     15. No Rights to Continued Employment. The Company’s intent to grant the shares of Stock hereunder shall not confer upon the Participant any right to continued employment or other association with the Company or any of its affiliates or subsidiaries; and this Award shall not be construed in any way to limit the right of the Company or any of its subsidiaries or affiliates to terminate the employment or other association of the Participant with the Company or to change the terms of such employment or association at any time.

     16. Legal Notices. Any legal notice necessary under this Award shall be addressed to the Company in care of its General Counsel at the principal executive offices of the Company and to the Participant at the address appearing in the personnel records of the Company for such Participant or to either party at such other address as either party may designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

     17. Governing Law. The interpretation, performance and enforcement of this Award shall be governed by the laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof) and applicable federal laws.

     18. Headings. The headings contained in this Award are for convenience only and shall not affect the meaning or interpretation of this Award.

     19. Counterparts. This Award may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to the one and the same instrument.

[remainder of page intentionally left blank]

SIGNATURE PAGE

     IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed and delivered this Award as a sealed instrument as of the date and year first above written.

PLAN: 2003 LONG-TERM INCENTIVE PLAN

Number of Deferred Stock Units:

Issuance Schedule:²

ALTERNATIVE A:

25%	June 19, 2008
25%	June 19, 2009
25%	June 19, 2010
25%	June 19, 2011

ALTERNATIVE B:

33 1/3%	June 19, 2008
33 1/3%	June 19, 2009
33 1/3%	June 19, 2010

ALTERNATIVE C:

50%	June 19, 2008
50%	June 19, 2009

ALTERNATIVE D:

100% June 19, 2008

² Drafter’s Note: See Note 1 above.

BOSTON SCIENTIFIC CORPORATION

APPENDIX A

Nature of Grant. The Participant acknowledges that:

(1) the Plan is established voluntarily by the Company (including, for purposes of this Appendix A, any subsidiary or affiliate which employs the Participant), is discretionary in nature and limited in duration, and may be modified, amended, suspended or terminated by the Company, in its sole discretion, at any time;

(2) this Award is a one-time benefit and does not create any contractual or other right to receive future awards, or other benefits in lieu of an award, even if awards have been given repeatedly in the past, and all decisions with respect to future awards, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of an award, the number of shares subject to an award and the vesting provisions applicable to an award;

(3) participation in the Plan is voluntary. The value of the Award under the Plan is an extraordinary item of compensation outside the scope of the Participant’s employment contract, if any. As such, this Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy, end of service payments, termination, bonuses, long-service awards, pension, retirement benefits or similar payments. Rather, the Award under the Plan represents a mere investment opportunity to acquire shares of the Company’s Common Stock;

(4) the future value of the Stock is unknown and cannot be predicted with certainty; and

(5) in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the Award resulting from termination of my employment by the Company (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, the Participant shall be deemed irrevocably to have waived any entitlement to pursue such claim.

Private Placement. The grant of this Award is not intended to be a public offering of securities in the Participant’s country but instead is intended to be a private placement. As a private placement, the Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under the local law), and the grant of this Award is not subject to the supervision of the local securities authorities. No employee of the Company or any of the Company’s affiliates is permitted to advise the Participant on whether to acquire shares of the Company’s common stock under the Plan. Investment in the shares of the Company involves a degree of risk. Before deciding to acquire shares pursuant to this Award, the Participant should carefully consider all risk factors relevant to the acquisition of the Company’s common stock under the Plan and should carefully review all of the materials related to this Award and the Plan. In addition, the Participant should consult with his or her personal advisor for professional tax and investment advice.

[FOR USE IN EU ONLY] Compliance with Age Discrimination Rules: The grant of Units and the terms and conditions governing this Award are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any provision of this Award is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company shall have the discretionary power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law.

Consent to Collection/Processing/Transfer of Personal Data: Pursuant to applicable personal data protection laws, the Company hereby notifies the Participant of the following in relation to his or her personal data and the collection, processing and transfer of such data in relation to the Company’s grant of this Award and his or her participation in the Plan. The collection, processing and transfer of personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect his or her participation in the

Plan. As such, the Participant voluntarily acknowledges and consents (where required under applicable law) to the collection, use, processing and transfer of personal data as described in this paragraph.

The Company holds certain personal information of each Participant, including his or her name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares of Stock, details of all options or any other entitlement to shares of Stock awarded, canceled, purchased, vested, unvested or outstanding, for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company will process the Data for the exclusive purpose of implementing, administering and managing participation in the Plan. The Data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for participation in the Plan.

The Company will transfer Data as necessary for the purpose of implementation, administration and management of participation in the Plan, and the Company may further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, or elsewhere throughout the world, such as the United States. The Participant authorizes (where required under applicable law) them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of Stock on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any shares of Stock acquired pursuant to the Plan.

The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to: (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data, and (d) to oppose, for legal reasons, the collection, processing or transfer of the Data which is not necessary or required for the implementation, administration and/or operation of the Plan and participation in the Plan. The Participant may seek to exercise these rights by contacting his or her local HR manager or the Company’s Human Resources Department.

Electronic Delivery of Documents. The Company may, in its sole discretion, decide to deliver any documents related to the Units granted under and participation in the Plan or future Units that may be granted under the Plan by electronic means or to request my consent to participate in the Plan by electronic means. The Participant consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

EX-99.(A)(1)(N)

Exhibit (a)(1)(N)

Boston Scientific Option Exchange Program
Email Communication: Program Commencement
Page 1 of 2

Boston Scientific
Stock Option Exchange Program
E-mail Communication: Program Commencement
To Be Distributed to Employees via Email on May 22, 2007

DATE:	May 22, 2007
TO:	[Eligible Employees (via email distribution list for all eligible jurisdictions)]
FROM:	Jim Tobin, President and Chief Executive Officer Lucia Quinn, Executive Vice President, Human Resources
RE:	Announcement of Employee Stock Option Exchange Program

As we previously announced, on May 8^th our stockholders approved a voluntary program in which our employees would be offered the opportunity to exchange certain stock options for deferred stock units (DSUs). Today, we are pleased to announce the formal commencement of the Boston Scientific Stock Option Exchange Program. The program offer period begins today, May 22, 2007, and is scheduled to expire on June 18, 2007, at 11:59 p.m. Eastern Daylight Savings Time.

Program Overview

Boston Scientific employees are eligible to participate in this program if they have outstanding stock options with an exercise price of $25.00 or higher. During the offer period, employees may choose to exchange some or all of their eligible options, on a grant-by-grant basis, for a lesser number of DSUs. The number of DSUs you will receive in exchange for eligible options is based on an exchange ratio, which is determined based on the exercise price of your eligible options. If you decide to participate, your options will be cancelled after the conclusion of the offer period, based on the elections to exchange that you have made, and you will be awarded the relevant number of DSUs. All new DSUs awarded under this program will be subject to a new vesting schedule based on the percentage vested of your surrendered options. You must be employed with Boston Scientific to participate in the program and remain employed throughout the vesting period to receive your DSUs.

A full program explanation, including the exchange ratios and vesting schedule, is posted on the Boston Scientific Stock Option Exchange Program Portal at https://www.corp-action.net/Bostonscientific.

What You Need To Do

Before making a decision about whether or not to participate in the program, you should carefully review each of the following documents, which are located on the Boston Scientific Stock Option Exchange Program Portal:

• the Offer to Exchange, which is a legal document describing the program in detail;

• the Deferred Stock Unit Award Agreement;

• frequently asked questions (FAQ) about the program; and

• an interactive exchange worksheet to help you decide which, if any, options to exchange.

On the portal, you will have access to a personalized summary of the option grants you hold that are eligible for this exchange and the number of new DSUs you would be granted for each eligible option grant you choose to exchange.

Boston Scientific Option Exchange Program
Email Communication: Program Commencement
Page 2 of 2

If you decide to participate in the program, you may make your election to exchange eligible options for DSUs online via the portal. To participate, you must make your election before the expiration of the offer at 11:59 p.m., Eastern Daylight Savings Time, on June 18, 2007. Please be advised that if you are making your election via a paper election form that you print from the portal, it must be received at Mellon Investor Services by the deadline at the address provided on the portal. No paper elections will be accepted after June 18, 2007 at 11:59 p.m. EDT, even if they are mailed or postmarked before the deadline.

If you decide not to participate, there is no action required.

Finally, please note that participation in the option exchange program is voluntary. Boston Scientific cannot provide any guidance or make recommendations about whether you should or should not elect to exchange your eligible options. You must make your own decision regarding participation, taking into account several factors including the following: the economic environment, business performance, your financial and investment goals, your career objectives, your level of risk tolerance, potential tax impact and other considerations. We recommend that you seek professional advice from your financial and/or tax advisors.

How to Learn More

Remember to read through the information materials available to you on the Boston Scientific Stock Option Exchange Program Portal. Beginning May 30, we will be conducting several question and answer sessions for employees through web conferences. You will be notified shortly about days and times of the web conferences. Additionally, during the offer period you may contact Mellon Investor Services at 800-718-2943 from within the U.S. or 201-680-6670 from outside the U.S. with questions about making an election. You may also send questions about the program to the BSC Equity Compensation Support email box at BSCEquityCompSupport@bsci.com. We will make every effort to answer all questions during the web conferences, and will also provide frequent updates to the FAQs via email during the offer period.

We are pleased to offer you the opportunity to participate in this program. We encourage you to learn all you can about it and consider it carefully. Thank you for your ongoing commitment to quality and our customers.

Sincerely,

Jim and Lucia

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.

EX-99.(A)(1)(O)

Exhibit (a)(1)(O)

Boston Scientific
Stock Option Exchange Program
PIN Email
To Be Distributed to Employees from Mellon Investor Services via Email on May 22, 2007

DATE:	May 22, 2007
TO:	[Eligible Employees (via email distribution list for all eligible jurisdictions)]
FROM:	Mellon Investor Services
RE:	Stock Option Exchange Program Portal Personal Identification Number

As Jim Tobin and Lucia Quinn recently announced, Boston Scientific is launching the Stock Option Exchange Program for eligible employees effective today, Tuesday, May 22, 2007.

If you have eligible options, which are those with an exercise price of $25.00 or higher, and if you decide to participate in the Stock Option Exchange Program and exchange eligible stock option grants for a lesser number of DSUs, you must make your election before the offer expires at 11:59 p.m. Eastern Daylight Time on Monday, June 18, 2007. Throughout the program offer period, you will be able to edit your elections; however, all final elections must be submitted on or before the deadline.

You will be able to make your election to participate in the exchange program on the Stock Option Exchange Program Portal at https://www.corp-action.net/Bostonscientific/. For security purposes, a personal identification number (PIN) has been assigned to you.

Your PIN is: <PIN>

Please visit the Stock Option Exchange Program Portal and follow the instructions to access your personal information, including a summary of your stock option grants that are eligible for exchange, and submit your election by the deadline. If you decide not to participate in the exchange program, you don’t need to do anything.

If you have questions, please call Mellon Investor Services (“Mellon”) at the contact numbers listed below.

Please do not reply to this automated e-mail message. If you have a question, please call us at the numbers listed below.

Mellon Investor Services
Customer Service Representatives are available Monday through Friday
8:00 a.m. to 7:00 p.m., Eastern Daylight Time
800-718-2943 from within the U.S.
201-680-6670 from outside the U.S.

EX-99.(A)(1)(P)

Exhibit (a)(1)(P)

[FORM OF REMINDER OF EXPIRATION OF BOSTON SCIENTIFIC STOCK OPTION EXCHANGE PROGRAM]

Reminder — Boston Scientific Stock Option Exchange Program Expiration Date is Approaching

This is to remind you that the Boston Scientific Stock Option Exchange Program is scheduled to expire at 11:59 p.m., Eastern Daylight Savings Time, on [June 18, 2007]. We currently have no plans to extend the expiration date. If you wish to exchange any of your eligible option grants, you must complete your Election Form and submit it to us so that we receive it before the time at which the offer expires.

ALL ELECTIONS MUST BE SUBMITTED BEFORE 11:59 P.M., EASTERN DAYLIGHT SAVINGS TIME, ON [JUNE 18, 2007]. UNLESS WE EXTEND THIS DEADLINE, THERE WILL BE NO EXCEPTIONS. IF YOU DO NOT SUBMIT AN ELECTION FORM, NONE OF YOUR ELIGIBLE OPTIONS WILL BE EXCHANGED AND YOUR ELIGIBLE OPTIONS WILL REMAIN OUTSTANDING WITH THEIR CURRENT EXERCISE PRICES AND TERMS.

If you have any questions, please telephone Mellon Investor Services in the United States at 1-800-718-2943 or internationally at 201-680-6670.

Thank you,

EX-99.(A)(1)(Q)

Exhibit (a)(1)(Q)

[FORM OF COMMUNICATION TO ELIGIBLE EMPLOYEES ANNOUNCING CANCELLATION OF BOSTON SCIENTIFIC STOCK OPTION EXCHANGE PROGRAM]

Announcement of Cancellation of the Boston Scientific Stock Option Exchange Program

Today, we are announcing the cancellation of the option exchange program we commenced on May 22, 2007. As outlined in the Offer to Exchange, Boston Scientific has the authority to cancel the Option Exchange Program at its discretion and the Boston Scientific Compensation Committee has decided to terminate the offer as a result of its assessment that the exchange was not favorable for Boston Scientific or its compensation objectives.

If you have any questions, please telephone Mellon Investor Services in the United States at 1-800-718-2943 or internationally at 201-680-6670.

Thank you,

EX-99.(A)(1)(R)

Exhibit (a)(1)(R)

[FORM OF CONFIRMATION OF PARTICIPATION IN THE BOSTON SCIENTIFIC STOCK OPTION EXCHANGE PROGRAM]

Confirmation of Participation in Boston Scientific Stock Option Exchange Program

Our stock option exchange program expired at 11:59 p.m., Eastern Daylight Savings Time, on [June 18, 2007]. This message confirms that as of [June 19, 2007] we accepted for exchange and canceled the eligible option grant(s) you tendered for exchange with your Election Form. Upon the terms and conditions described in the Offer to Exchange and your Election Form, on [June 19, 2007] we granted to you in replacement of your canceled option grant(s) deferred stock units. Shortly, you will receive an award for each such grant (in the form previously provided to you, but with the blanks filled in).

If you have any questions, please telephone Mellon Investor Services in the United States at 1-800-718-2943 or internationally at 201-680-6670.

Thank you,

EX-99.(A)(1)(S)

Exhibit (a)(1)(S)

[FORM OF COMMUNICATION REGARDING THE RESULTS OF THE BOSTON SCIENTIFIC STOCK OPTION EXCHANGE PROGRAM]

Results of the Boston Scientific Stock Option Exchange Program

Boston Scientific’s Stock Option Exchange Program expired at 11:59 p.m., Eastern Daylight Savings Time, on [June 18, 2007]. Since the offer has now terminated, Boston Scientific will not be accepting any additional elections to participate in the exchange program. If you had an option grant accepted for exchange, shortly you will receive an award for each such grant (in the form previously provided to you, but with the blanks filled in).

If you have any questions, please telephone Mellon Investor Services in the United States at 1-800-718-2943 or internationally at 201-680-6670.

Thank you,

EX-99.(A)(1)(T)

Exhibit (a)(1)(T)

Boston Scientific
Stock Option Exchange Program
Webinar Invite
To Be Distributed to Employees via Email on May 24, 2007

DATE:	May 24, 2007
TO:	[Eligible Employees (via email distribution list for all eligible jurisdictions)]
FROM:	Dan Bird, Director of Compensation
RE:	Stock Option Exchange Program Web Conference Sessions

We announced the commencement of the Boston Scientific Stock Option Exchange Program for eligible employees on May 22, 2007. We understand that the decision about whether or not to participate in the program may be a challenging one for some employees. For that reason, we are conducting sessions via web conference to provide an overview of the key features of the program and answer any questions you may have about the program. We are offering several sessions at different dates and times to accommodate busy schedules.

Each session should last about one hour and a half and we will make every effort to answer all of your questions. I will be conducting the sessions along with representatives from our compensation consultant, Watson Wyatt Worldwide. In addition to the web conferences, we will be sending email updates to the frequently asked questions (FAQ) throughout the offer period.

A schedule of the sessions and web conference login instructions are listed below.

		Domestic	International
Date/Time*	Web Conference URL	phone number	phone number
05/30/07 3:00 p.m.	http://attewc.webex. com/attewc/onstage/g ..php?d=882113020	(888) 428-4478	(651) 291-0900
05/30/07 7:30 p.m.	http://attewc.webex.com/attewc/onstage/g.php?d=881945513	(888) 428-4480	(651) 291-5254
05/31/07 10:00 a.m.	http://attewc.webex. com/attewc/onstage/g ..php?d=881450903	(888) 428-4473	(651) 291-0618
05/31/07 7:30 p.m.	http://attewc.webex. com/attewc/onstage/g ..php?d=881838361	(888) 428-4479	(651) 291-0561
06/12/07 10:00 a.m.	http://attewc.webex. com/attewc/onstage/g ..php?d=881418164	(888) 428-4474	(651) 291-0344
06/13/07 3:00 p.m.	http://attewc.webex. com/attewc/onstage/g ..php?d=883568286	(888) 428-4472	(651) 224-7582

* All times are in Eastern Daylight Savings Time.

Once you have chosen a session, use the corresponding URL and phone number to attend. To login to a session, click on the link, select “enroll,” and enter your information in the required fields. Then, dial the number and give your name and the name of your conference (“Stock Option Exchange Program”) to the Audio Conference Operator.

As a reminder, the program offer period began on Tuesday, May 22, 2007, and is scheduled to expire on Monday, June 18, 2007, at 11:59 p.m. Eastern Daylight Savings Time. You can access information about the program and make an election through the Stock Option Exchange Program Portal at https://www.corp-action.net/Bostonscientific.

We hope you will join us at one of the sessions.

Sincerely,

Dan Bird

EX-99.(A)(1)(U)

Exhibit (a) (1) (U)

Exchange Program Summary
Total Eligible Options	—
Total Options Surrendered	—
Total Options Not Surrendered	—
Total DSUs Received (Estimate)	—

Exercise Price Range: $25.00 — $30.00
Exchange Ratio: 4 : 1

Instructions:

Ø	Enter each individual option grant with exercise prices between $25.00 and $30.00
Ø	Indicate whether you will exchange each option grant with (“Y” for Yes, “N” for No)

	Number of
	Options			I will Exchange
	Outstanding	Exercise Price		(Y/N)	Resulting DSUs
Grant 1		$	25.00-$30.00			—
Grant 2		$	25.00-$30.00			—
Grant 3		$	25.00-$30.00			—
Grant 4		$	25.00-$30.00			—
Grant 5		$	25.00-$30.00			—
Grant 6		$	25.00-$30.00			—
Grant 7		$	25.00-$30.00			—
Grant 8		$	25.00-$30.00			—
Grant 9		$	25.00-$30.00			—
Grant 10		$	25.00-$30.00			—
		Total DSUs				—
		Total Options Surrendered				—
		Total Options Not Surrendered				—

Exercise Price Range: $30.01 — $40.00
Exchange Ratio: 7 : 1

Instructions:

Ø	Enter each individual option grant with exercise prices between $30.01 and $40.00
Ø	Indicate whether you will exchange each option grant with (“Y” for Yes, “N” for No)

	Number of
	Options			I will Exchange
	Outstanding	Exercise Price		(Y/N)	Resulting DSUs
Grant 1		$	30.01-$40.00			—
Grant 2		$	30.01-$40.00			—
Grant 3		$	30.01-$40.00			—
Grant 4		$	30.01-$40.00			—
Grant 5		$	30.01-$40.00			—
Grant 6		$	30.01-$40.00			—
Grant 7		$	30.01-$40.00			—
Grant 8		$	30.01-$40.00			—
Grant 9		$	30.01-$40.00			—
Grant 10		$	30.01-$40.00			—
		Total DSUs				—
		Total Options Surrendered				—
		Total Options Not Surrendered				—

Exercise Price Range: Over $40.00
Exchange Ratio: 8 : 1

Instructions:

Ø	Enter each individual option grant with exercise prices greater than $40.00
Ø	Indicate whether you will exchange each option grant with (“Y” for Yes, “N” for No)

	Number of
	Options		I will Exchange
	Outstanding	Exercise Price	(Y/N)	Resulting DSUs
Grant 1		Over $40.00			—
Grant 2		Over $40.00			—
Grant 3		Over $40.00			—
Grant 4		Over $40.00			—
Grant 5		Over $40.00			—
Grant 6		Over $40.00			—
Grant 7		Over $40.00			—
Grant 8		Over $40.00			—
Grant 9		Over $40.00			—
Grant 10		Over $40.00			—
		Total DSUs			—
		Total Options Surrendered			—
		Total Options Not Surrendered			—

EX-99.(A)(1)(Y)

Exhibit (a)(1)(Y)

OFFER DOCUMENT

BOSTON SCIENTIFIC CORPORATION
2003 LONG TERM INCENTIVE PLAN

OFFER TO EXCHANGE ELIGIBLE OPTIONS
FOR DEFERRED STOCK UNITS
TO AUSTRALIAN RESIDENT EMPLOYEES OF
BOSTON SCIENTIFIC CORPORATION
AND SUBSIDIARIES IN AUSTRALIA

May 22, 2007

Investment in securities involves a degree of risk. Employees who participate in the Program should monitor their participation and consider all risk factors relevant to the acquisition of securities under the Program as set out in this Offer Document and the Additional Documents.

The information contained in this Offer Document and the Additional Documents is general information only. It is not advice or information specific to your particular circumstances.

Employees should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give advice regarding participation in the Program.

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OFFER TO EXCHANGE ELIGIBLE OPTIONS
FOR DEFERRED STOCK UNITS
TO AUSTRALIAN-RESIDENT EMPLOYEES

BOSTON SCIENTIFIC CORPORATION
2003 LONG TERM INCENTIVE PLAN

This Offer Document sets out information regarding the award of Deferred Stock Units (“DSUs”) under the Boston Scientific Corporation 2003 Long Term Incentive Plan (the “US Program”), as modified for implementation in Australia by the Australian Addendum (the Australian Addendum and US Program are, together, the “Program”).

The purposes of the U.S. Program are to support the ongoing efforts of Boston Scientific Corporation (the “Company”) to attract, retain and motivate key employees.

Except as set out above, terms defined in the U.S. Program and the Australian Addendum have the same meaning in this Offer Document.

1. OFFER OF DSUs

This is an offer made by the Company under the Program to Eligible Employees of the Company and its subsidiaries in Australia to receive DSUs in exchange for the surrender of Eligible Options.

2. TERMS OF OFFER

The terms of your participation are set out in the Program, this Offer Document and the DSU award agreement. The rules of the Program are incorporated in the Program and incorporated in this Offer Document by reference. By electing to participate in the Program, you will be bound by the rules of the Program, this Offer Document and the DSU award agreement.

3. ADDITIONAL DOCUMENTS

In addition to the information set out in this Offer Document and the DSU award agreement, the following documents provide further information necessary to make an informed investment decision in relation to your participation in the Program:

(a)	the U.S. Program;
(b)	the Australian Addendum to the U.S. Program;
(c)	Offer of Exchange and other materials relating to the US Program filed with the Securities and Exchange Commission (the “Exchange Offer Document”);
(d)	the U.S. prospectus for the U.S. Program (“Prospectus”),
(e)	Information About the Exchange;
(f)	Exchange Instructions;

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(g)	Election Form and Terms and Conditions of Election; and
(h)	Notice of Withdrawal of Options Previously Tendered for Exchange

(collectively, the “Additional Documents”).

The Prospectus is not a prospectus for the purposes of the Australian Corporations Act 2001 and has not been modified to reflect the Australian Addendum.

To the extent of any inconsistency between the Offer Document or Australian Addendum and any Additional Document, the terms of the Offer Document and Australian Addendum apply.

4. RELIANCE ON STATEMENTS

You should not rely on any oral statements made to you in relation to this offer. You should only rely on the statements contained in this Offer Document and the Additional Documents when considering your participation in the Program.

5. WHAT IS A DSU?

A DSU is a contractual obligation between the Company and you whereby the Company promises to issue to you a specified number of shares of Stock, subject to the terms and conditions of the DSU award agreement being satisfied (including your satisfaction of a pre-determined vesting period).

Prior to becoming vested in your DSU, you have no ownership rights in the underlying Stock. The vesting period is determined by the Compensation Committee, and is set out in your individual DSU award agreement. You become fully vested in your DSU at the end of the vesting period (and on satisfaction of the terms and conditions of the DSU award agreement), at which time you will become the shareholder of record of the underlying shares of Stock and will be able to freely transfer your shares.

6. HOW MANY SHARES WILL I RECEIVE UNDER THE PROGRAM?

The number of shares of Stock subject to your award of DSUs is set out in your DSU award agreement. The number of DSUs you will receive in exchange for your Eligible Options is described in the Exchange Offer Document.

3

7. DO I HAVE RIGHTS AS A STOCKHOLDER OF THE COMPANY AS A RESULT OF A DSU AWARD?

No. You will not have the right to receive any cash or stock dividends or to vote the shares of Stock underlying your DSU until you satisfy the terms and conditions of your DSU award agreement and the Company actually delivers the underlying shares to you upon satisfaction of such terms and conditions. The terms and conditions of a DSU may include (but are not limited to) a requirement that you remain in continuous service with the Company for a specified period of time and/or you attain certain pre-established performance goals.

8. CAN I TRANSFER THE DSU TO SOMEONE ELSE?

No. The DSU is non-transferable until you become vested in the shares at the end of the vesting period. However, once you become vested in your shares at the end of the vesting period, you will be able to freely trade your shares of the Company’s Stock.

9. WHAT IS THE PURCHASE PRICE OF EACH DSU?

None. No monetary consideration is payable for your DSU, either at the time the DSU is granted, or upon the expiration of the vesting period.

If you elect to participate in the Program, you will surrender Eligible Options in exchange for the grant of DSUs. All Eligible Employees who participate in the Program will be required to exchange a larger number of Eligible Options for a lesser number of DSUs. By participating in the Program, you acknowledge that your Eligible Options do not have any value as at the date you elect to participate in the Program or at the date of surrender or cancellation of the Eligible Options.

GENERAL INFORMATION

10. WHAT IS A SHARE OF COMMON STOCK IN THE COMPANY?

Stock in a U.S. corporation is the same as ordinary shares of an Australian corporation. Each holder of Stock is entitled to one vote for every share of Stock held in the Company.

Dividends may be paid on the Stock out of any funds of the Company legally available for dividends at the discretion of the Board of Directors of the Company.

The shares of Stock are listed and traded on the New York Stock Exchange under the symbol “BSX”.

Shares of Stock are not liable to any further calls for payment of capital or for other assessment by the Company and have no sinking fund provisions, pre-emptive rights, conversion rights or redemption provisions.

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11. HOW CAN I OBTAIN INDICATIVE EXAMPLES OF THE MARKET PRICE OF COMMON STOCK IN AUSTRALIAN DOLLARS?

Within a reasonable time following your request, the Company (through your local contact listed below) will provide you with the current market price for a share of Stock and the Australian dollar equivalent of that price, as of the date of your request. The Australian dollar equivalent will be calculated using the U.S.-Australian dollar exchange rate published by an Australian bank on the business day prior to your request. You should direct your request to your local HR manager.

12. WHAT ADDITIONAL RISK FACTORS APPLY TO AUSTRALIAN RESIDENTS’ PARTICIPATION IN THE PROGRAM?

Employees should have regard to risk factors relevant to investment in securities generally and, in particular, to acquiring and the holding of shares of Stock. You should be aware that in addition to fluctuations in value caused by the fortunes of the Company, the Australian Dollar value of any shares of Stock will be affected by the US/Australian Dollar exchange rate.

Please note that if, after the lapse of restrictions on transfer, you offer your share of Stock for sale to a person or entity resident in Australia, your offer may be subject to disclosure and licensing requirements under Australian law. Please obtain legal advice on your disclosure and licensing obligations prior to making any such offer.

13. PROGRAM MODIFICATION, TERMINATION, ETC.

The Board of Directors has the authority to amend or terminate this Program and to modify or annual any individual award, at their sole discretion, with or without notice, at any time, including during the vesting period.

14. WHAT ARE THE U.S. TAXATION CONSEQUENCES OF PARTICIPATION IN THE PROGRAM?

Employees will not be subject to U.S. tax by reason only of the grant of DSUs, the surrender of Eligible Options, the acquisition of shares of Stock on the vesting of the DSUs and/or the subsequent sale of shares of Stock. However, liability to U.S. taxes may accrue if an employee is otherwise subject to U.S. taxes.

The above is an indication only of the likely U.S. taxation consequences for Australian resident employees who accept DSUs granted under the Program. Employees should seek their own advice as to the U.S. taxation consequences of participation.

15. WHAT ARE THE AUSTRALIAN TAXATION CONSEQUENCES OF PARTICIPATION IN THE PROGRAM?

The following is a summary of the current taxation consequences for an Australian resident employee who is granted a DSU under the Program. The summary is necessarily general in nature and does not purport to be taxation advice in relation to an actual or potential award of a DSU.

5

Upon receipt of your award of DSUs under the Program, you should not rely on this summary as anything other than a broad guide of the current tax rules (which may be subject to change from time to time), and you should obtain independent taxation advice specific to your particular circumstances.

Acquisition of DSUs

You do not need to include an amount in your assessable income for the income year (i.e., the financial year ending 30 June) of acquisition unless you make an election (the “Election”; a form of Election is attached hereto as Exhibit A). The form of Election must be completed before you submit your personal income tax return to the Australian Taxation Office for the income year in which you were granted your DSU, and should be kept with your personal tax records for disclosure to the Australian Taxation Office upon audit (you do not, however, need to file the Election with your personal income tax return).

If you make the Election, then you must include the market value of the DSU in your assessable income for the income year in which the grant takes place reduced by the amount you paid to purchase the DSU (if any). The market value of the DSU to be included in your assessable income is the weighted average of the shares as listed on the NYSE for the one week period up to and including the date of grant.

Note that if you make the Election, then it will cover each option and share in the Company you acquire pursuant to an employee share program during the income year.

Alternative Assessment Time

If you do not make the Election, then you must include an amount in your assessable income for the income year in which the earliest of the following cessation times occurs (the “cessation time”):

(i)	at the end of the vesting period when you become vested with Stock, provided there are no disposal restrictions on the Stock acquired;
(ii)	the time after the end of the vesting period when the last disposal restriction on the shares acquired ceases to have effect, where there are disposal restrictions on the shares of Stock acquired;
(iii)	the time when your employment with the group ceases (unless termination is caused by a qualifying restructure or takeover). The group consists of the Company and its subsidiaries;
(iv)	10 years after the DSU was acquired.

The amount you must include in your assessable income for the income year in which the relevant cessation time occurs will be the market value of the DSU at the cessation time reduced by the amount you paid to purchase the DSU (if any). The market value of the DSU to be included in your assessable income is the weighted average of the shares as listed on the NYSE for the one week period up to and including the relevant cessation date.

6

Capital Gains Tax

You may be liable to capital gains tax on a gain made on the disposal of the Stock acquired on the vesting of the DSU (other than gains made on the disposal of Stock in an arm’s length transaction within 30 days of acquisition of the Stock where no Election was made to assess the DSU on acquisition).

The assessable capital gain will be:

(i)

where you have held the Stock for less than one year – the difference between the market value of the Stock (where the disposal is a non-arm’s length transaction) or the capital proceeds (where the disposal is an arm’s length transaction) at the time of disposal and the cost base of the Stock; or

(ii)

where you have held the Stock for at least one year – one half the difference between the market value of the Stock (where the disposal is a non-arm’s length transaction) or the capital proceeds (where the disposal is an arm’s length transaction) at the time of disposal and the cost base of the Stock (subject to you first applying any prior year or current year capital losses against the full capital gain).

If you made the Election, then the cost base of the Stock will be the market value of the DSU at the time of grant plus any amount paid in order to acquire the Stock (in this case, nil).

If you did not make the Election and the cessation time occurs before the DSU vests, then the cost base of the shares will be the market value of the DSU at the cessation time plus any amount paid in order to acquire the Stock (in this case, nil). The market value of the DSU is the weighted average of the shares as listed on the NYSE for the one week period up to and including the cessation date.

If you did not make the Election and the cessation time occurs when the DSU vests, then the cost base of the shares will be the market value of the shares at the cessation time. The market value of the shares is the weighted average of the shares as listed on the NYSE for the one week period up to and including the cessation date.

If the market value of the Stock at the time of disposal is less than the cost base of the Stock, then a capital loss will be available to offset current year or future year capital gains. A capital loss cannot be used to offset other income (including salary or wage income).

Dividends

Once you become vested in your Stock and become the shareholder of record of the underlying shares of Stock, you must include the gross amount of any dividend paid on your shares of Stock in you assessable income. These dividends may be subject to U.S. withholding tax at source. In that case, you may be entitled to a foreign tax credit whereby the withholding tax is offset against the Australian tax payable on the dividend.

7

Responsibility for Taxes

You are solely responsible for the payment of any tax that arises in connection with your participation in the Program (apart from any U.S. withholding taxes at source on dividends). Tax will not be withheld by either the Company or any of the Australian Affiliates.

*     *     *     *     *

We urge you to carefully review the information contained in this Offer Document, your individual DSU award agreement and all of the Additional Documents.

Yours sincerely,

Boston Scientific Corporation

By:

8

EXHIBIT A

BOSTON SCIENTIFIC CORPORATION
2003 LONG TERM INCENTIVE PLAN

DEFERRED STOCK UNIT
SECTION 139E ELECTION – TAXATION AT GRANT

Name of Taxpayer:                                                              (“the Taxpayer”)

Tax File Number (optional):                                                             

Background

Section 139 of the Income Tax Assessment Act 1936 (the “Act”) governs the tax treatment of various forms of equity compensation granted to employees under an employee share scheme. Under section 139E of the Act, an employee may elect to be subject to taxation on the date of grant of all awards granted during the applicable income year which constitute qualifying shares or rights as defined under section 139CD of the Act (the grant of a Deferred Stock Unit under the 2003 Long Term Incentive Plan constitutes qualifying shares or rights). If an employee makes an election, the taxable amount will equal the market value of the Deferred Stock Unit (or other applicable awards) on the date of grant (that is, the weighted average of the shares as listed on the NYSE for the one week period up to and including the date of grant), and the employee will not be subject to any tax consequences on the date of vesting. Instead, the employee will be subject to capital gains taxes upon subsequent sale of the shares. If the employee forfeits the Deferred Stock Unit (or other applicable awards) after it has been included in the employee’s taxable income (for example, the employee leaves the Company before vesting), the employee generally may seek an amended tax assessment for the income year in which the Deferred Stock Unit was included in the employee’s taxable income and may obtain a refund of the taxes paid.

Election

This election is made under section 139E of the Income Tax Assessment Act 1936 (‘the Act’).

The Taxpayer hereby elects elect that subsection 139B(2) of the Act is to apply to all of the qualifying shares or qualifying rights acquired by me under an employee share acquisition scheme(s) in terms of Division 13A of Part III of the Act in the 20___ (insert relevant year end) year of income.

9

The details of each parcel of shares or rights acquired by me during this year of income are as follows (repeat for each separate parcel acquired):

Name of corporation/scheme:

Boston Scientific Corporation

Boston Scientific Corporation 2003 Long Term Incentive Plan

Form of award: Deferred Stock Unit

No. shares/rights acquired:

Date of acquisition:

Market value on date

shares/rights were acquired:

Amount paid/given at the

time of acquisition:

Taxpayer’s Signature:

Date:

10

Australian Addendum – Stock Option Exchange Offer

BOSTON SCIENTIFIC CORPORATION

2003 LONG TERM INCENTIVE PLAN

1. Purpose

This Addendum (the “Australian Addendum”) to the Boston Scientific Corporation 2003 Long Term Incentive Plan (the “U.S. Program”) is adopted to set out rules which, together with the provisions of the US Program, will govern the operation of the Program with respect to the offer to exchange Eligible Options for the grant of Deferred Stock Units to Australian-resident employees of Boston Scientific Corporation and its subsidiaries in Australia, in reliance on Class Order 03/184.

2. Definitions

Except as set out below, capitalised terms used herein shall have the meaning ascribed to them in the US Program. In the event of any conflict between the provisions of this Australian Addendum and the US Program, the provisions of this Australian Addendum will prevail.

For the purposes of this Australian Addendum:

“ASIC” means the Australian Securities and Investments Commission;

“Company” means Boston Scientific Corporation;

“Deferred Stock Unit” means an award pursuant to the Program entitling a recipient to one (1) share of Stock on the satisfaction of the terms and conditions of the Award Agreement, including the recipient’s completion of a pre-determined vesting period established by the Committee;

“Eligible Option” means an award previously granted by the Company entitling a recipient to purchase one (1) share of Stock at an exercise price equal to or greater than US$25.00 upon the participant’s completion of a pre-determined vesting period as established by the Committee and as set forth in the recipient’s written award agreement;

“Program” means the US Program, as modified for implementation in Australia by this Australian Addendum; and

“US Program” means the Boston Scientific Corporation 2003 Long Term Incentive Plan.

3. Forms of Award

The Company may grant Deferred Stock Units to eligible Australian-resident employees under the Program in exchange for Eligible Options. As part of such grants, the Company shall not require a participant to pay any monetary consideration for the grant of a Deferred Stock Unit under the Program. Participants will surrender Eligible Options in exchange for the grant of Deferred Stock Units.

1

Participants acknowledge that the Eligible Options surrendered do not do not have any value as at the date they elect to participate in the Program or at the date of surrender or cancellation of the Eligible Options.

4. Eligible Employees

The Company will grant Deferred Stock Units only to persons who are full-time or part-time employees of the Company or its subsidiaries in Australia at the time of grant.

5. No Contribution Program or Trust

Any offer of Deferred Stock Units under the Program must not involve a contribution plan or any award, issue or sale being made through a trust.

6. Form of Offer

6.1 An offer made in Australia to participate in the Program must be included in a document (“Offer Document”) which sets out the terms of the offer and includes, or is accompanied by, a copy of the rules of the Program or a summary of the rules of the Program.

6.2 Where a summary only is provided with the offer, the Offer Document must include an undertaking that during the vesting period of the Deferred Stock Units, the Company will provide the recipient, without charge, with a copy of the rules of the Program within a reasonable period of the recipient so requesting.

6.3 The Company must take reasonable steps to ensure that any Eligible Employee to whom an offer is made is given a copy of the Offer Document.

6.4	The Offer Document must include a statement to the effect that any information given by the person in connection with the offer is general information only, and that employees should consider obtaining their own financial product advice from an independent person who is licensed by the ASIC to give such advice.
7.	Australian Dollar Equivalent

The Offer Document must specify the Australian dollar equivalent of the fair market value of the underlying Shares subject to the Deferred Stock Units, if any, as at the date of the offer.

8. Updated Pricing Information

The Offer Document must include an undertaking that, and an explanation of the way in which, the Company will, during the Offer Period and within a reasonable period of an Eligible Employee so requesting, make available to the Eligible Employee the Australian dollar equivalent of the current market price of Shares in the same class as the Shares subject to the Deferred Stock Units offered under the Program as at the date of the request.

2

For purposes of this clause, the current market price of a Share of the Company’s Stock shall be taken as the price quoted by the New York Stock Exchange as the final price for the previous trading day.

9. EXCHANGE RATE FOR AUSTRALIAN DOLLAR EQUIVALNT OF THE PRICE

For the purpose of calculating the purchase price of the Shares in the Company in Australian dollars, the Australian/US exchange rate shall be calculated by reference to the relevant exchange rate published by an Australian bank no earlier than on the previous business day.

10. No Loan or Financial Assistance

Neither the Company, nor any associated body corporate or Australian Subsidiary of it, may offer Australian Participants any loan or other financial assistance for the purpose of, or in connection with, the acquisition of the Shares to which the Offer relates.

11. Restriction on Capital Raising: 5% limit

The number of shares of the Company’s Stock subject to grants of Deferred Stock Units under the Program, together with all shares of the Company’s Stock issued under all other employee share plans during the previous five years in Australia but excluding any offer made, or option acquired or Shares issued by way or as a result of:

(a)	an offer to a person situated at the time of receipt of the offer outside Australia;
(b)	an offer that was an excluded offer or invitation within the meaning of the Corporations Law as it stood before 13 March 2000;
(c)	an offer that did not require disclosure to investors because of section 708 of the Corporations Act 2001 (Cth);
(d)	an offer that did not require the giving of a Product Disclosure Statement because of section 1012D of the Corporations Act 2001 (Cth); or
(e)	an offer made under a disclosure document or a Product Disclosure Statement,

must not exceed 5% of the total number of issued Shares in the same class as at the time of the offer.

12. Lodging Offer Documents with ASIC

A copy of the Offer Document (which need not contain details of the award particular to the recipient such as the identity or entitlement of the recipient) and each accompanying document must be filed with ASIC not later than 7 days after the first provision of that material to the Australian employee.

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13. Compliance with Undertakings

The Company or an associated body corporate must comply with any undertaking required to be made in the Offer Document by reason of Class Order 03/184.

*     *     *     *     *

4

EX-99.(A)(1)(Z)

Exhibit (a)(1)(z)

Boston Scientific
Stock Option Exchange Program
Form of E-mail To Be Distributed to Employees in Belgium via Email on May 22, 2007

DATE:	May 22, 2007
TO:	[Employees located in Belgium]
FROM:	Dan Bird, Director of Corporate Compensation
RE:	Additional Information about the Stock Option Exchange Program

As Jim Tobin and Lucia Quinn recently announced, Boston Scientific is launching the Stock Option Exchange Program for eligible employees effective today, Tuesday, May 22, 2007. For Belgium tax purposes, all references to “exchange” in the various documents and materials are intended to reference “cancel”, and an exchange of eligible stock options for deferred stock units as described in the program is intended to be a cancellation of eligible stock options and the grant of new deferred stock units.

Earlier today, you should have received an email with a personal identification number (PIN) so that you may make an election on the Stock Option Exchange Program Portal if you choose to participate.

You will also be receiving information about the program through the mail. This information provides additional documentation about local tax requirements.

The program offer is scheduled to expire at 11:59 p.m. Eastern Daylight time on Monday, June 18, 2007. Please carefully read all information about the program. You will be able to make your election to participate in the exchange program on the Stock Option Exchange Program Portal at http://www.corp-action.net/Bostonscientific/.

If you have questions, please call Mellon Investor Services (“Mellon”) at 201-680-6670.

Sincerely,
Dan Bird

OFFER TO CANCEL CERTAIN OUTSTANDING STOCK OPTIONS
FOR NEW DEFERRED STOCK UNITS
DATED MAY 22, 2007

IMPORTANT NOTICE – EMPLOYEES IN BELGIUM

In connection with Boston Scientific’s Offer to Exchange dated May 22, 2007, various documents and materials related to the offer make reference to an exchange of eligible stock options for deferred stock units. For Belgian tax purposes, you acknowledge and understand that any exchange of eligible stock options for deferred stock units is intended to be a cancellation of eligible stock options and the grant of new deferred stock units.

*     *     *     *     *

OFFER TO CANCEL CERTAIN OUTSTANDING STOCK OPTIONS
FOR DEFERRED STOCK UNITS
DATED MAY 22, 2007

ELECTION FORM – EMPLOYEES IN BELGIUM

Please read this Election Form carefully. To properly elect to cancel your eligible options, Mellon Investor Services (“Mellon”) must receive your Election Form before 11:59 p.m., Eastern Daylight Savings Time, on the expiration date, which is currently June 18, 2007.

You are not required to return this Election Form if you do not wish to participate in the offer. However, if Mellon does not receive an Election Form before 11:59 p.m., Eastern Daylight Savings Time, on the expiration date, which is currently June 18, 2007, we will interpret this as your election not to participate in the offer, and you will retain all of your outstanding options with their current terms and conditions.

You must send a properly executed Election Form via regular mail, overnight courier or hand delivery using the following contact information:

Via Regular Mail, Overnight Courier or Hand Delivery:
Mellon Investor Services
480 Washington Boulevard
attn: Kathleen Tyburczy, AIM# 074-2510
Jersey City, NJ 07310

Your acceptance of our offer will be effective as of the date Mellon initially receives your Election Form by the method described above. While not a condition to your election, Boston Scientific asks that you make a copy for your own files. It is your responsibility to ensure that your election is received by Mellon by the deadline.

You do not need to return your stock option agreement(s) in order to effectively elect to accept this offer.

You may confirm that your documents have been received by calling Mellon in the United States at 1-800-718-2943 or internationally at 201-680-6670. Mellon will confirm receipt of your Election Form within five business days after the expiration of the offer. If you do not receive confirmation of our receipt, it is your responsibility to ensure that Mellon has properly received your election.

If you think the information regarding your eligible options set forth on the https://www.corp-action.net/Bostonscientific/ is incorrect, or if you have any questions about the offer, please telephone Mellon.

*     *     *

From:

ID:

To: Boston Scientific Corporation

I have received the Offer to Exchange dated May 22, 2007, this Election Form and have access via https://www.corp-action.net/Bostonscientific/ to the form of Deferred Stock Unit Award (the “Award”) and the 2000 Long Term Incentive Plan and 2003 Long Term Incentive Plan, each as amended (the “Stock Plans”). For Belgian tax purposes, I acknowledge and understand that all references to “Exchange” in the various documents and materials related to this offer are intended to reference “Cancel.”

Boston Scientific has informed me that if I elect to participate in the offer, I will cancel some or all of my outstanding option grants with an exercise price equal to or greater than U.S. $25.00 (“eligible options”) and I will receive certain deferred stock units, or DSUs, as described in the Offer to Exchange, covering a lesser number of shares of Boston Scientific common stock, as set forth in the table contained in Annex A to this Election Form. Boston Scientific has further informed me that each DSU award will be unvested as of its grant date and will have a new vesting schedule. Boston Scientific has advised me that I must continue to provide service to Boston Scientific or one of its subsidiaries through the required vesting periods to become entitled to receive or retain the underlying shares of common stock vesting at the end of each vesting period.

I have reviewed the table of my eligible options on https://www.corp-action.net/Bostonscientific/, and I confirm that I hold the options listed. I have indicated by checking “Accept” and writing my initials next to the eligible options listed in Annex A that I am electing to cancel. By completing, signing and delivering this Election Form, (i) I hereby elect to cancel all of the eligible options I have so indicated, and (ii) to the extent that I have not previously accepted any or all of the eligible options previously granted to me, I hereby agree to the terms and conditions set forth in the applicable stock option agreement previously provided. For each eligible option I have elected to cancel, Boston Scientific has informed me that I will receive, upon the terms and subject to the conditions in the Offer to Exchange and this Election Form (which together constitute the “offer”), an award for the number of Boston Scientific DSUs set forth in the table on the “Eligible Options” page of the “Boston Scientific Employee Stock Option Exchange” website with respect to such eligible option. Boston Scientific has informed me that if I have returned an Election Form in a timely fashion but have not indicated my election by checking either “Accept” or “Decline” in Annex A, that Boston Scientific will be entitled, in its sole discretion, to conclude that I am not participating in the program and I am not canceling any of my eligible options.

If, before the expiration of the offer, I wish to exercise some or all of the eligible options I am electing to cancel, I acknowledge that as a result of exercising such options they will no longer be available for cancelation.

I acknowledge that upon the occurrence of any of the conditions set forth in Part III, Section 7 of the Offer to Exchange, Boston Scientific may terminate or amend the offer and postpone its acceptance and cancelation of any eligible options I elect for cancelation.

I acknowledge that the DSUs will be subject to the terms and conditions set forth in the 2003 Stock Plan and the Award, which will constitute an agreement between Boston Scientific and me. I have reviewed a form of the Award made available on the “Boston Scientific Stock Option Exchange Program” intranet

portal website at http: https://www.corp-action.net/Bostonscientific/ . Boston Scientific will send me a final Award (with all the blanks filled in) after the grant date.

I hereby represent and warrant that I have full power and authority to elect to cancel the options canceled hereby and that, when and to the extent such options are accepted for cancelation by Boston Scientific, such options will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and such options will not be subject to any adverse claims. Upon request, I will execute and deliver any additional documents deemed by Boston Scientific to be necessary or desirable to complete the cancelation of the options I am electing to cancel.

All authority conferred or agreed to be conferred by this Election Form shall not be affected by, and shall survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my heirs, personal representatives, successors and assigns.

By signing this Election Form, I acknowledge that my election to cancel my eligible options pursuant to the procedure(s) described in Part III, Section 4 of the Offer to Exchange and in the instructions to this Election Form will constitute my acceptance of the terms and conditions of the offer. Boston Scientific’s acceptance for cancelation of options offered to be canceled pursuant to the offer will constitute a binding agreement between Boston Scientific and me, upon the terms and subject to the conditions of the Offer to Exchange and this Election Form.

I acknowledge that I expect no financial compensation from the cancelation of my options. I also acknowledge that in order to participate in the offer I must be an eligible employee of Boston Scientific or one of its subsidiaries from the date when I elect to cancel my eligible options through the date when the DSUs are granted and otherwise be eligible to participate under the Stock Plans. I further acknowledge that (i) if I do not remain an eligible employee through the time that the options are accepted for cancelation, I will not receive any DSUs for the options that I elected to cancel but I will keep my options subject to their terms and conditions and (ii) if I do not remain an eligible employee after the options I elect to cancel are accepted for cancelation and before the DSUs vest, I will forfeit both my DSUs and the options I elected to cancel.

I hereby give up all ownership interest in the options that I elect to cancel, and I have been informed that they will become null and void on the date Boston Scientific accepts my options for cancelation. I agree that I will have no further right or entitlement to purchase shares of Boston Scientific’s common stock under the eligible options accepted by Boston Scientific for cancelation or have any other rights or entitlements under such options.

In the event I elect to change my election from “Exchange” to “Do Not Exchange” for any of my option grants, I understand that I will be withdrawing my earlier election to cancel the options previously marked “Exchange” by changing the election to “Do Not Exchange”.

If I withdraw my election either by changing an “Exchange” to a “Do Not Exchange” or by sending in a paper format withdrawal, I understand that I will not receive any deferred stock units for, and will continue to hold, the options withdrawn from the offer, which will continue to be governed by the terms and conditions of the applicable existing stock option agreement(s) between Boston Scientific and me.

I acknowledge that this election is entirely voluntary. I also acknowledge that this election will be irrevocable on the date Boston Scientific accepts my options for cancelation.

I acknowledge that Boston Scientific has advised me to consult with my own advisors as to the consequences of participating or not participating in the offer to cancel.

ANNEX A
OFFER TO CANCEL CERTAIN OUTSTANDING STOCK OPTIONS
FOR DEFERRED STOCK UNITS
DATED MAY 22, 2007

ELECTION FORM – EMPLOYEES IN BELGIUM

Employee Name:

Employee ID:

IMPORTANT: For each of your outstanding eligible options you elect to enter in the table below, please mark “Accept” if you wish to cancel the option for deferred stock units, or mark “Decline” if you do not wish to cancel the option and instead wish to retain the option with its current terms. Please write your initials next to each entry.

			Number of
	Outstanding	Exchange	Deferred
Grant Number	Stock Options	Ratio	Stock Units	ACCEPT	DECLINE	Initials

Please note that Boston Scientific will not issue any fractional Deferred Stock Units. The applicable amounts in the column headed “Number of Deferred Stock Units” will be rounded down to the nearest whole number.

Employee Signature	Date and Time
Employee Name Printed	Boston Scientific Office in which Employed
Daytime Telephone Number	Email Address

INSTRUCTIONS AND AGREEMENTS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
EMPLOYEES IN BELGIUM

     1. Delivery of Election Form. Mellon must receive your signed and dated Election Form before the offer expires, which is currently scheduled for 11:59 p.m., Eastern Daylight Savings Time, on June 18, 2007. Any Election Form received after that time will not be accepted.

The method of delivery of any document is at your election and risk. If you choose to submit your election through the website, your election will be effective upon Mellon Investor Services’ (“Mellon”) receipt. Print a copy of the election confirmation page generated on the website for your records. If you choose to submit your election in paper format, your election will be effective only if Mellon receives the paper election before the offer expires. We recommend that you use registered mail with return receipt requested, or another method which can be tracked by the delivery carrier, and properly insure your package. In all cases, you should allow sufficient time to ensure timely delivery.

We will not accept any alternative, conditional or contingent offers to cancel options. All eligible employees electing to cancel options, by execution of election forms, waive any right to receive any notice of the acceptance of their election to cancel, except as provided for in the offer to cancel.

     2. Withdrawal of Election. Elections to cancel made pursuant to the offer may be withdrawn at any time prior to the expiration of the offer. If the offer is extended by Boston Scientific beyond that time, you may withdraw your election at any time until the extended expiration date of the offer. In addition, although Boston Scientific currently intends to accept your validly tendered options promptly after the expiration of the offer, unless Boston Scientific accepts and cancels your tendered eligible options before 11:59 p.m., Eastern Daylight Savings Time, on July 16, 2007, you may withdraw your tendered options at any time until July 16, 2007. To withdraw your tendered options after the expiration of the offer when the website will become inaccessible, you must deliver notice of your withdrawal with the required information while you still have the right to withdraw the election. Note that any withdrawal will not be honored once Boston Scientific has accepted the offer and canceled the options you have elected to cancel. Withdrawal elections may not be rescinded and any eligible options withdrawn from the offer will thereafter be deemed not properly tendered for purposes of the offer. To re-elect to cancel options that you have withdrawn, you must again follow the procedures described in these instructions to finalize a new election prior to the expiration of the offer.

     3. Signatures on this Election Form. If this Election Form is signed by the option holder, the signature must correspond with the name as written on the face of the stock option agreement(s) to which the options are subject. If your name has been legally changed since your stock option agreement was signed, please submit proof of the legal name change.

If this Election Form is signed by a trustee, executor, administrator, guardian, attorney-in-fact or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to us of the authority of that person so to act must be submitted with this Election Form.

     4. Requests for Assistance or Additional Copies. If you have any questions or need assistance, or would like to request additional copies of the Offer to Exchange or this Election Form, please telephone Mellon in the United States at 800-718-2943 or internationally at 201-680-6670. All copies will be furnished promptly at Boston Scientific’s expense. You may also use the above contact information to overnight courier or hand deliver your correspondence to Mellon.

     5. Irregularities. All questions as to the number of options to be accepted for cancelation and the number of deferred stock units to be granted, and any questions as to form of documents and the validity (including eligibility and time of receipt), form and acceptance of any options elected to be canceled will be determined by Boston Scientific in its sole discretion, which determinations shall be final and binding on all interested persons. Boston Scientific reserves the right to reject any or all elections to cancel options that Boston Scientific determines not to be in appropriate form or the acceptance of which may, in the opinion of Boston Scientific’s counsel, be unlawful. Boston Scientific also reserves the right to waive any of the conditions of the offer and any defect or irregularity in any election to cancel options, and Boston Scientific’s interpretation of the terms of the offer (including these instructions) will be final and binding on all parties. No election to cancel options will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with an election to cancel options must be cured within such time as Boston Scientific shall determine. Neither Boston Scientific nor any other person is or will be obligated to give notice of any defects or irregularities in the election to cancel options, and no person will incur any liability for failure to give any such notice.

     6. Additional Documents to Read. You should be sure to read the Offer to Exchange, this Election Form, the Stock Plan and the form of Award before deciding to participate in the offer.

     7. Important Tax Information. You should consult your own tax advisor and refer to Part III, Section 14 of the Offer to Exchange, which contains important U.S. federal income tax information. If you live or work outside the United States, or are otherwise subject to a tax liability in a foreign jurisdiction, you should refer to Part III, Section 15 and Appendix B to the Offer to Exchange for a discussion of the tax consequences which may apply to you.

     8. Data Privacy. By accepting the offer, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, Boston Scientific and/or any affiliate for the exclusive purpose of implementing, administering and managing your participation in the offer.

You have been advised that your employer, Boston Scientific and/or any affiliate may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing Boston Scientific’s stock and other employee benefit plans and this offer (“Data”). You have been advised that Data may be transferred to any third parties assisting in the implementation, administration and management of the offer, that these recipients may be located in your country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than in your country. You have been advised that you may request a list with names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Boston Scientific’s stock and other employee benefit plans and this offer. You have been advised that Data will be held only as long as is necessary to implement, administer and manage your participation in the stock and other employee benefit plans and this offer. You have been advised that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or if you are a resident of certain countries, refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You have been advised that refusing or withdrawing your consent may affect your ability to participate in this offer.

     9. Acknowledgement and Waiver. By accepting this offer, you acknowledge that: (i) the offer is established voluntarily by Boston Scientific, it is discretionary in nature and it may be extended, modified, suspended or terminated by Boston Scientific at any time, as provided in the offer; (ii) the grant of deferred stock units is voluntary and occasional and does not create any contractual or other right to receive future grants of deferred stock units or options, or benefits in lieu of deferred stock units or options, even if deferred stock units or options have been granted repeatedly in the past; (iii) all decisions with respect to future grants under any Boston Scientific stock plan, if any, will be at the sole discretion of Boston Scientific; (iv) your acceptance of the offer will not create a right to employment or be interpreted to form an employment agreement with Boston Scientific, its subsidiaries or its affiliates and will not interfere with the ability of your current employer, if applicable, to terminate your employment relationship at any time with or without cause; (v) your acceptance of the offer is voluntary; (vi) the future value of Boston Scientific’s shares is uncertain and cannot be predicted with certainty; (vii) the offer, the canceled options and the deferred stock units are outside the scope of your employment contract, if any, and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (viii) if you accept the offer and receive an award of deferred stock units and obtain shares of Boston Scientific common stock pursuant to such award, the value of the shares acquired may increase or decrease in value; (ix) you have been advised the risks associated with your participation in the offer as described in “Certain Risks of Participating in the Offer” contained in the Offer to Exchange; and (x) no claim or entitlement to compensation or damages arises from diminution in value of any deferred stock units you may receive as a result of participating in the offer and you irrevocably release Boston Scientific and its subsidiaries and affiliates from any such claim that may arise.

     10. Tax Liability. Regardless of any action that Boston Scientific, its subsidiaries or its affiliates take with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related withholding obligations (“tax obligations”), you acknowledge that the ultimate liability for all tax obligations legally due by you is and remains your sole responsibility and that Boston Scientific, its subsidiaries and its affiliates (i) make no representations or undertakings regarding the treatment of any tax obligations in connection with any aspect of the cancelation of eligible options or the grant of deferred stock units, the vesting of deferred stock units and delivery of shares of common stock pursuant to the deferred stock units, the subsequent sale of shares of Boston Scientific common stock acquired pursuant to the deferred stock units and the receipt of any dividends; and (ii) do not commit to structure the terms of the offer, including cancelation of the eligible options and/or the grant of deferred stock units, to reduce or eliminate your liability for tax obligations.

You agree to pay or make adequate arrangements satisfactory to Boston Scientific, its subsidiaries and its affiliates to satisfy all withholding obligations of Boston Scientific, its subsidiaries and its affiliates for your tax obligations. In this regard, you authorize Boston Scientific, its subsidiaries and its affiliates, at their discretion and if permissible under local law, to satisfy their obligation to withhold the tax obligations legally payable by you by one or a combination of the following: (i) by withholding from the shares of Boston Scientific common stock otherwise deliverable to you a number of shares that does not exceed by more than a fractional share the amount necessary to satisfy the minimum withholding amount for your tax obligations, (ii) by selling or arranging for the sale on your behalf of a whole number shares of Boston Scientific common stock that you acquire pursuant to your deferred stock units which is sufficient, after deduction of sale commissions and fees, to satisfy minimum withholding amount for your tax obligations, or (iii) by withholding from your wages or other cash compensation paid to you by Boston Scientific, its subsidiaries and its affiliates amounts sufficient to satisfy your tax obligations. Finally, you agree to pay to Boston Scientific, its subsidiaries and its affiliates any amount of your tax obligations that Boston Scientific, its subsidiaries and its affiliates may be required to withhold as a result

of your participation in the offer that cannot be satisfied by the means previously described. Boston Scientific will have no obligation to deliver shares pursuant to your deferred stock units until your tax obligations have been satisfied.

     11. Electronic Delivery of Documents. Any document relating to participation in the offer or any notice required or permitted by the Offer to Exchange, this Election Form or a Notice of Withdrawal shall be given in writing and shall be deemed effectively given only upon receipt by Mellon. The Offer to Exchange, this Election Form, a Notice of Withdrawal, the Award, the Stock Plans and any other communications to option holders in connection with the offer (collectively, the “documents”) may be delivered to you electronically. Such means of electronic delivery may include, but do not necessarily include, the delivery of a link to a Boston Scientific intranet or the Internet site of a third party involved in administering the offer, the delivery of the document via email or such other means of electronic delivery specified by Boston Scientific. By executing this Election Form, you acknowledge that you have read this Instruction and consent to the electronic delivery of the documents. You acknowledge that you may receive from Boston Scientific a paper copy of any documents delivered electronically at no cost to you by contacting Boston Scientific by telephone or in writing using the contact information on the first page of this Election Form. You further acknowledge that you will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, you have been advised that you must provide Mellon or any designated third party administrator with a paper copy of any documents if you have requested paper copies as approved to completing your election online. You may revoke your consent to the electronic delivery of documents described in this Instruction or may change the electronic mail address to which such documents are to be delivered (if you have provided an electronic mail address) at any time by notifying Boston Scientific of such revoked consent or revised email address by telephone, postal service or electronic mail.

     12. Governing Law and Documents. The Election Form is governed by, and subject to, United States federal and Massachusetts state law, as well as the terms and conditions set forth in the Offer to Exchange. For purposes of litigating any dispute that arises under the Election Form, the parties hereby submit to and consent to the exclusive jurisdiction of Massachusetts and agree that such litigation shall be conducted in the courts of Suffolk County, Massachusetts, or the federal courts for the United States for the District of Massachusetts, where this offer is made and/or to be performed.

     13. Translations. If you have received this or any other document related to the offer translated into a language other than English and if the translated version is different than the English version, the English version will control.

OFFER TO CANCEL CERTAIN OUTSTANDING STOCK OPTIONS
FOR NEW DEFERRED STOCK UNITS
DATED MAY 22, 2007

CANCELLATION INSTRUCTIONS – EMPLOYEES IN BELGIUM

To submit an election, you will need to either choose “Exchange” or “Do Not Exchange” with regard to our offer to cancel for each stock option grant listed on the page entitled, “Eligible Options,” which is accessible through this website. After you select “Exchange” or “Do Not Exchange” with regard to our offer, you will also be asked to acknowledge that you have received, read and agreed to the Election Form and Terms and Conditions of Election before you submit your election.

You are not required to elect to cancel options if you do not wish to participate in the offer. However, if you do not make an election before 11:59 p.m., Eastern Daylight Savings Time, on the expiration date, which is currently June 18, 2007, we will interpret this as your election not to participate in the offer, and you will retain all of your outstanding options with their current terms and conditions.

You may return to the website any time before 11:59 p.m., Eastern Daylight Savings Time, on the expiration date to edit your election. If you choose to change an election from “Exchange” to “Do Not Exchange” you will not receive DSUs in cancel for the option grants so marked, rather you will keep your options subject to all the applicable terms and conditions following the cancel. When you make a change to your election to read “Do Not Exchange” your election will be considered withdrawn unless you edit your election before the expiration date of the offer.

Please read all materials carefully. They contain important information on the terms and conditions of our offer.

You do not need to return your stock option agreement(s) in order to effectively elect to accept this offer and cancel your eligible options.

A confirmation of your online election will be generated on the final page of the website. Please print and retain this confirmation page. You may also confirm that your online election has been received by returning to the website any time before the expiration of the offer to review your prior elections or by calling Mellon either in the United States at 800-718-2943 or internationally at 201-680-6670. Mellon Investor Services will electronically confirm receipt of your election within five business days after the completion of the offer. If you do not receive confirmation of our receipt, it is your responsibility to ensure that we have properly received your election.

If you think the information regarding your eligible options set forth on the “Eligible Options” page of this website incorrect, or if you have any questions about the offer, please telephone Mellon Investor Services in the United States at 800-718-2943 or internationally at 201-680-6670.

NOTICE OF WITHDRAWAL
OF OPTIONS PREVIOUSLY TENDERED FOR CANCELLATION

EMPLOYEES IN BELGIUM

If you previously elected to cancel eligible options for deferred stock units by submitting an Election Form and you would like to withdraw your election to cancel one or more of your eligible option grants, you must notify us of your withdrawal before 11:59 p.m., Eastern Daylight Savings Time, on the expiration date, which is currently June 18, 2007.

If you wish to notify us of your withdrawal, you must complete, sign, date and return this Notice of Withdrawal so that Mellon Investor Services (“Mellon”) receives it before the expiration date deadline. You must send this entire Notice of Withdrawal via regular mail, overnight courier or hand delivery using the following contact information:

Via Regular Mail, Overnight Courier or Hand Delivery:
Mellon Investor Services
480 Washington Boulevard
attn: Kathleen Tyburczy, AIM# 074-2510
Jersey City, NJ 07310

Your withdrawal will be effective as the date Mellon receives this Notice of Withdrawal by the method described above. While not a condition to your withdrawal, we also ask that you make a copy for your own files. It is your responsibility to ensure that your withdrawal is received by Mellon by the deadline.

Mellon must receive your election to withdraw before 11:59 p.m., Eastern Daylight Savings Time, on June 18, 2007, unless the offer is extended, in which case this Notice of Withdrawal must be received before the extended expiration of the offer.

You may confirm that your documents have been received by calling Mellon in the United States at 800-718-2943 or internationally at 201-680-6670. Mellon intends to electronically confirm receipt of your final decision within five business days after the expiration of the offer. If you do not receive confirmation of our receipt, it is your responsibility to ensure that Mellon properly received your Notice of Withdrawal.

If you have questions regarding the withdrawal of your election, please telephone Mellon in the United States at 800-718-2943 or internationally at 201-680-6670.

*     *     *

From:

ID:

To: Boston Scientific Corporation.

I previously received the Offer to Exchange dated May 22, 2007, the Election Form, the form of Deferred Stock Unit Agreement (the “Agreement”) and the 2000 Long Term Incentive Plan and 2003 Long Term Incentive Plan, each as amended (the “Stock Plans”). For Belgian tax purposes, I acknowledge and understand that all references to “Exchange” in the various documents and materials related to this offer are intended to reference “Cancel.”

I signed and returned the Election Form, thereby electing to cancel one or more of my eligible option grants for DSUs of Boston Scientific. I now wish to withdraw one or more of my tendered options from the offer. I understand that by signing this Notice of Withdrawal and delivering it pursuant to the procedure described in Part III, Section 5 of the Offer to Exchange and the instructions above, I will be withdrawing my election with respect to all eligible options listed in Annex A. I have indicated my intention to withdraw by checking “Withdraw” and writing my initials. I understand that, alternatively, I may reject the offer with respect to all my eligible options by checking the appropriate box in Annex A.

By withdrawing my election, I understand that I will not receive any deferred stock units for, and will continue to hold, the options withdrawn from the offer, which will continue to be governed by the terms and conditions of the applicable existing stock option agreement(s) between Boston Scientific and me.

I understand that if I wish to change this withdrawal of my tendered options and once again accept the offer for any options that I have withdrawn, I must submit a new Election Form prior to the expiration of the offer.

*     *     *

ANNEX A
NOTICE OF WITHDRAWAL
OF OPTIONS PREVIOUSLY TENDERED FOR CANCELLATION

EMPLOYEES IN BELGIUM

Employee Name:

Employee ID:

IMPORTANT: If you wish to withdraw all of the options you previously elected to cancel, please check the first box below. If you wish to specify the individual option grants that you are withdrawing from the program, please check the second box below and, for each of the options listed below that you wish to withdraw, please mark “Withdraw.” Please write your initials next to each “Withdraw” entry.

o I want to withdraw all of the options I previously elected to cancel in the option exchange program. I understand that any previous elections I made will be considered void. I will retain my current stock options with their current terms and conditions.

o I want to withdraw from participation in the option exchange program only those options that I have indicated below. I understand that, with respect to the options I am withdrawing, any previous elections I made will be considered void, and I will retain my current stock options with their current terms and conditions. I understand that those options I have not indicated for withdrawal below will continue to participate in the option exchange program.

			Number of
	Outstanding	Exchange	Deferred
Grant Number	Stock Options	Ratio	Stock Units	Withdraw	Initials

Employee Signature	Date and Time
Employee Name Printed	Boston Scientific Office in which Employed
Daytime Telephone Number	Email Address

EX-99.(A)(1)(AA)

Exhibit (a)(1)(AA)

Information Memorandum

regarding
the offer to exchange certain outstanding stock options for deferred stock units
under the

Boston Scientific Corporation 2003 Long Term Incentive Plan
(the “Plan”)

This Information Memorandum has been prepared by:

Boston Scientific Corporation
with its registered office at
One Boston Scientific Place
Natick, MA 01760-1537
(508) 650-8000

(the “Company”)

Attached hereto are:

§	Schedule TO — Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the U.S. Securities Exchange Act of 1934 (“Schedule TO”); and
§	Boston Scientific Corporation Offer to Exchange Certain Outstanding Stock Options for Deferred Stock Units (“Exchange Offer Document”)

Schedule TO and the Exchange Offer Document, individually and collectively, do not constitute a prospectus within the meaning of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC (the “Prospectus Directive”).

This offer is intended to be a private placement and is made in reliance on the exclusion from the prospectus requirements as set out in Article 3(b) of the Prospectus Directive. Accordingly, no prospectus or other document has been prepared and filed with the Hungarian Financial Supervisory Authority or with any other competent authority in the EU.

This Information Memorandum has been prepared solely in connection with the Company’s offer to exchange certain outstanding stock options for deferred stock units under the Plan to eligible employees of the Company’s affiliates in the European Economic Area, including the Company’s local affiliate in Hungary, Boston Scientific Hungary Trading Limited Liability Company.