ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 28, 2008, our Board of Directors approved an amendment to and restatement of the Boston Scientific Corporation Deferred Compensation Plan (the "Plan") in order to bring the Plan into compliance with Internal Revenue Code Section 409A and to make several technical and administrative changes. A copy of the Plan, as amended and restated, is filed herewith as Exhibit 10.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No. Description

10.1 Boston Scientific Corporation Non-Employee Director Deferred Compensation Plan, as Amended and Restated, effective as of January 1, 2009.

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