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THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ALL DIRECTOR NOMINEES.
|1.||Proposal to elect 10 Director Nominees:|
|1a.||Katharine T. Bartlett|
|1b.||Bruce L. Byrnes|
|1c.||Nelda J. Connors|
|1d.||J. Raymond Elliott|
|1e.||Kristina M. Johnson|
|1g.||N.J. Nicholas, Jr.|
|1h.||Pete M. Nicholas|
|1i.||Uwe E. Reinhardt|
|1j.||John E. Sununu|
|2.||Advisory vote to approve Boston Scientific Corporations 2010 executive compensation.|
The Board of Directors recommends a vote of 1 Year on Proposal 3.
Advisory vote to approve the frequency of holding an advisory vote on Boston Scientific Corporations executive compensation.
The Board of Directors recommends a vote For Proposals 4, 5 and 6.
Proposal to approve Boston Scientific Corporations 2011 Long-Term Incentive Plan.
Proposal to approve an amendment and restatement of Boston Scientific Corporations 2006 Global Employee Stock Ownership Plan.
Proposal to ratify the appointment of Ernst & Young LLP as Boston Scientific Corporations independent registered public accounting firm for the 2011 fiscal year.
In the discretion of the proxies, to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.