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DECLARATION OF TRUST
OF
BSC CAPITAL TRUST
This DECLARATION OF TRUST, dated as of September 25, 1998, is executed
and delivered by and among Boston Scientific Corporation, a Delaware
corporation, as sponsor (the "Sponsor") and The Chase Manhattan Bank, Delaware,
Paul W. Sandman and Janet M. Kelly, as trustees (the "Trustees"). The Sponsor
and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as BSC Capital Trust (the
"Trust"), in which name the Trustees or the Sponsor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of such amount
in trust from the Sponsor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the trust estate in
trust for the Sponsor. It is the intention of the parties hereto that the Trust
created hereby constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. ss. 3801 et seq. (the "Business Trust Act"), and that
this document constitutes the governing instrument of the Trust. The Trustees
are hereby authorized and directed to execute and file a certificate of trust
with the Secretary of State of the State of Delaware in accordance with the
provisions of the Business Trust Act.
3. At the time of issuance of the Trust Preferred Securities, the
Sponsor, the Trustees and certain other parties will enter into an Amended and
Restated Declaration of Trust, satisfactory to each such party and having
substantially the terms described in the Prospectus (as defined below), to
provide for the contemplated operation of the Trust created hereby and the
issuance of the Trust Preferred Securities and Trust Common Securities referred
to therein. Prior to the execution and delivery of such Amended and Restated
Declaration of Trust, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution and
delivery any licenses, consents or approvals required by applicable law or
otherwise. Notwithstanding the foregoing, the Trustees may take all actions as
are deemed necessary or advisable to effect the transactions contemplated in the
Amended and Restated Declaration of Trust.
4. The Sponsor and the Trustees hereby authorize and direct the
Sponsor, as the sponsor of the Trust, in its discretion, (i) to prepare and
distribute on behalf of the Trust a registration statement for filing with the
Securities and Exchange Commission (the "Commission"), including one or more
prospectuses, together with any necessary or desirable amendments thereto and
any exhibits contained therein or forming a part thereof (the
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"Prospectus") relating to the proposed offering and sale by the Trust of its
Trust Preferred Securities and Trust Common Securities; (ii) to file with The
New York Stock Exchange and execute on behalf of the Trust a listing application
or applications and all other applications, statements, certificates, agreements
and other instruments as shall be necessary or desirable to cause the Trust
Preferred Securities to be listed on such exchange; (iii) to file and execute on
behalf of the Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers and
documents as the Sponsor, on behalf of the Trust, may deem necessary or
desirable to qualify or register the Trust Preferred Securities under, or obtain
for the Trust Preferred Securities an exemption from, the securities or "Blue
Sky" laws in such jurisdictions as the Sponsor may determine; (iv) to execute on
behalf of the Trust such underwriting or purchase agreements and related
agreements with one or more underwriters, purchasers or agents relating to the
offering of the Trust Preferred Securities as the Sponsor, on behalf of the
Trust, may deem necessary or desirable; (v) to execute on behalf of the Trust
any and all documents, papers and instruments as may be desirable in connection
with any of the foregoing; (vi) to employ or otherwise engage employees and
agents (who may be designated as officers with titles) and managers,
contractors, advisors, and consultants and provide for reasonable compensation
for such services; and (vii) to incur expenses which are necessary or incidental
to carry out any of the purposes of the Trust. If any filing referred to in
clauses (i), (ii) and (iii) above is required by law or by the rules and
regulations of applicable governmental agency, self-regulatory organization or
other person or organization to be executed on behalf of the Trust by one of the
Trustees, the Sponsor and any of the Trustees appointed pursuant to Section 6
hereof are hereby authorized to join in any such filing and to execute on behalf
of the Trust any and all of the foregoing, it being understood that The Chase
Manhattan Bank, Delaware, in its capacity as trustee of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the Commission, such
exchange or state securities or Blue Sky laws.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three, and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor, which may increase or decrease the
number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware and otherwise meets
the requirements of applicable Delaware law. Subject to the foregoing, the
Sponsor is entitled to appoint or remove without cause any of the Trustees at
any time. Any of the Trustees may resign upon 30 days' prior notice to the
Sponsor; provided, however, that such notice shall not be required if it is
waived by the Sponsor.
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7. The Trust may terminate without issuing any Trust Preferred
Securities at the election of the Sponsor.
8. THIS DECLARATION OF TRUST SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
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IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
BOSTON SCIENTIFIC CORPORATION
as Sponsor
By: /s/ Paul W. Sandman
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Name: Paul W. Sandman
Title: Senior Vice President, Secretary
and General Counsel
CHASE MANHATTAN BANK
DELAWARE,
as Trustee
By: /s/ Denis Kelly
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Name: Denis Kelly
Title: Trust Officer
PAUL W. SANDMAN, as Trustee
/s/ Paul W. Sandman
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JANET M. KELLY, as Trustee
/s/ Janet M. Kelly
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