8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):     October 30, 2007

BOSTON SCIENTIFIC CORPORATION

(Exact name of registrant as specified in charter)

DELAWARE	1-11083	04-2695240
(State or other	(Commission	(IRS employer
jurisdiction of	file number)	identification no.)
incorporation)

One Boston Scientific Place, Natick, Massachusetts	01760-1537
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code:(508) 650-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 30, 2007, the Board of Directors approved an amendment to the Executive Allowance Plan to include members of the Company’s Operating Committee who are at a specified grade level in addition to Division Presidents.  The Plan, as amended, is attached as Exhibit 10.1.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS.

The Company’s Executive Vice President, Secretary and General Counsel, Paul W. Sandman, announced his decision to retire from the Company effective February 29, 2008.  The Company plans to announce a successor at a later date.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number Description

10.1 Executive Allowance Plan.

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOSTON SCIENTIFIC CORPORATION
Date:       November 2, 2007	By:	/s/ Lawrence J. Knopf
		Lawrence J. Knopf
		Senior Vice President and Deputy General Counsel

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INDEX TO EXHIBITS

Exhibit Number Description

10.1 Executive Allowance Plan.

 

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EX-10.1

EXHIBIT 10.1

BOSTON SCIENTIFIC EXECUTIVE ALLOWANCE PLAN

Purpose

The Boston Scientific Corporation (“Boston Scientific”) Executive Allowance Plan (“Plan”) is an executive benefit designed to provide a cash allowance for eligible individuals in lieu of perquisites typically provided by other companies such as a company car, health care costs not otherwise covered by Boston Scientific or tax planning services.

Eligibility

Boston Scientific employees who are on the U.S. payroll and who are members of Boston Scientific’s Executive Committee or are Operating Committee members assigned to Compensation Grade 250 are eligible to receive an executive allowance.

Annual Allowance Amount

(Pre-Tax)

·   Executive Committee Members                                                            $25,000 per year

·   Operating Committee Members at Grade 250                                     $15,000 per year

Accruals and Payments

Payments under this Plan are made two times per year, and are subject to applicable withholdings, but are not “grossed up.” Payments are made during payroll cycles of June and December respectively, at a rate of one-half the annual amount. Benefits accrue monthly, are paid in arrears and are prorated to the nearest full month of service for participants who become eligible or lose eligibility for the Plan during the Plan (calendar) year. Partial months of eligibility will be treated as full months for the purposes of this policy.  Final prorated payments for terminated employees are made in a June or December payroll cycle following the employee’s termination.

Administration

Roles and Responsibilities:

It is the responsibility of the Director of the Global Benefits, as the Plan Administrator to:

·   oversee the administration of the Plan according to its terms;

·   audit the payments made under the Plan (e.g., the amount and the timeliness of payments);

·   determine whether amendments or updates to the Plan are necessary;

·   communicate Plan amendments and updates to Plan participants and the Payroll Department; and

·   maintain the Plan and make it available upon request to participants.

In addition, the Payroll Department is responsible for making payments to Plan participants according to the Plan.

Plan Changes and Modifications:

Plan changes require the approval of the Executive Vice President of Human Resources and the Executive Vice President and General Counsel who may interpret this Plan within their sole discretion. This Plan may be modified, amended or terminated without advance notice. This Plan does not create a contract of employment.

Questions?

Human Resources and Plan participants should consult with the Global Benefits Department concerning any questions they may have.