·	an annual base salary of $600,000;

·	an opportunity to participate in our Performance Incentive Plan.  Mr. Leno’s target incentive is 75 percent of his base salary and he is eligible to receive a full-year’s bonus amount for 2007;

·

an option to purchase 1,500,000 shares of Boston Scientific common stock to be granted under our 2003 Long-Term Incentive Plan, with an exercise price equal to the fair market value on his first date of employment (June 5, 2007) and which will vest in four equal annual installments beginning on the first anniversary of his start date.  Under the terms and conditions of the stock option grant, Mr. Leno will be deemed to have met Retirement eligibility (i) upon his termination from employment at Boston Scientific for any reason (other than for Cause) and assuming a period of employment of at least three years, or (ii) upon his involuntarily termination of employment at Boston Scientific for any reason (except for Cause) before completing a three year period of employment.

·	an award of 500,000 deferred stock units which will be issued in five equal annual increments beginning on the first anniversary of his start date and subject to the same Retirement eligibility criterion; and

·

executive relocation benefits under Boston Scientific’s relocation program, including the sale of both of Mr. Leno’s residences and the relocation of all of his personal effects.  The Company will guarantee that Mr. Leno will receive net (after tax) proceeds of a minimum of $1.3 million for each residence.

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Exhibit No.

Description