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                                                                   Exhibit 10.22

                                    FORM OF
                            SECOND AMENDMENT TO THE
                          BOSTON SCIENTIFIC CORPORATION
                      GLOBAL EMPLOYEE STOCK OWNERSHIP PLAN


Section 6 of the Boston Scientific Corporation Global Employee Stock Ownership
Plan shall be deleted in its entirety and replaced with the following:

6. SHARES OF STOCK SUBJECT TO THE PLAN. No more than an aggregate of 7,500,000
share of Stock may be issued or delivered pursuant to the exercise of Options
granted under the Plan. Shares to be delivered upon the exercise of Options may
be either shares of Stock which are authorized but unissued or shares of Stock
held by the Company in its treasury or shares of Stock purchased on the open
market by the Company for issuance under this Plan. If an Option expires or
terminates for any reason without having been exercised in full, the unpurchased
shares subject to the Option shall become available for other Options granted
under the Plan. The Company shall, at all times during which Options are
outstanding, reserve and keep available shares of Stock sufficient to satisfy
such Options, and shall pay all fees and expenses incurred by the Company in
connection therewith. In the event of any capital change in the outstanding
Stock as contemplated by Section 8.9, the number and kind of shares of Stock
reserved and kept available by the Company shall be appropriately adjusted.