THIRD RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          BOSTON SCIENTIFIC CORPORATION

 

 

         Boston Scientific Corporation, a corporation organized and existing

under the laws of the State of Delaware, hereby certified as follows:

 

         1. The name of the Corporation is Boston Scientific Corporation. The

date of filing of its original Certificate of Incorporation with the Secretary

of State was June 22, 1979, its Restated Certificate of Incorporation was March

31, 1992 and its Second Restated Certificate of Incorporation was March 18,

1994.

 

         2. This Third Restated Certificate of Incorporation does not amend but

only restates and integrates the Second Restated Certificate of Incorporation

and all amendments thereto as follows:

 

         FIRST. The name of the Corporation is Boston Scientific Corporation.

 

         SECOND. The address of the registered office of the Corporation in the

State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New

Castle, Delaware 19808. The name of its registered agent is Corporation Service

Company.

 

         THIRD. The nature of the business or purposes to be conducted or

promoted is:

 

         To research, manufacture, develop and sell medical products worldwide

         and, in general, to engage in any lawful act or activity for which

         corporations may be organized under the General Corporation Law of

         Delaware as now in effect or as hereafter amended.

 

         FOURTH. The total number of shares of all classes of stock which the

Corporation shall have authority to issue is 2,050,000,000, of which (a)

2,000,000,000 shares shall be Common Stock, $.01 par value, the holders of which

shall have one vote for each share so held; and (b) 50,000,000 shares shall be

Preferred Stock, $.01 par value.

 

         Section 1. Preferred Stock.

 

         The Board of Directors of the Corporation, without the consent of or

other action by the stockholders of the Corporation, is authorized to establish

and designate from time to time, by resolution duly adopted of the Board of

Directors, one or more series within any class of Preferred Stock and, by filing

a certificate pursuant to the General Corporation Law of Delaware, to establish

or change from time to time the number of shares to be included in each such

series, and to fix the designations, powers, preferences and relative,

participating, option or other rights including without limitation dividend

rights, conversion rights, voting rights, redemption terms and liquidation

preferences, of the shares of each such series and any qualifications,

limitations, and

restrictions thereof. Any action by the Board of Directors under this Article

FOURTH shall require the affirmative vote of a majority of the members of the

Board of Directors then in office.

 

         FIFTH. The Corporation is to have perpetual existence.

 

         SIXTH. In furtherance of, and not in limitation of, the powers

conferred by statute, the Board of Directors is expressly authorized and

empowered:

 

         (a) To adopt, amend or repeal the By-Laws of the corporation; provided

         however, that the By-Laws adopted by the Board of Directors under the

         powers hereby conferred may be amended or repealed by the Board of

         Directors or by the stockholders having voting power with respect

         thereto, except Sections 2, 3, 5 and 6 of Article II, all of Article

         III, Sections 2, 3 and 4 of Article IV, and Article IX of the By-Laws

         shall not be amended or repealed, nor shall any provision inconsistent

         with such By-Laws be adopted, without the affirmative vote of the

         holders of at least eighty percent (80%) of the Voting Stock (as

         hereinafter defined) of the Corporation, voting together as a single

         class. Notwithstanding anything contained in this Third Restated

         Certificate of Incorporation to the contrary, the affirmative vote of

         the holders of at least eighty percent (80%) of the Voting Stock of the

         Corporation, voting together as a single class, shall be required to

         amend, repeal or adopt any provision inconsistent with this Section (a)

         of Article SIXTH;

 

         (b) To the full extent permitted or not prohibited by law, and without

         the consent of or other action by the stockholders of the Corporation,

         to authorize or create mortgages, liens or encumbrances upon any or all

         of the assets, real, personal or mixed, and franchises of the

         Corporation, including after acquired property and to exercise all of

         the powers of the Corporation in connection therewith; and

 

         (c) From time to time to determine whether and to what extent, and at

         what times and places, and under what conditions and regulations, the

         accounts and books of the Corporation, or any of them, shall be open to

         inspection of stockholders; and no stockholder shall have any right to

         inspect any account, book or document of the Corporation except as

         conferred by applicable law or authorized by the By-Laws or by the

         Board of Directors.

 

         The Corporation may in its By-Laws confer powers upon the Board of

Directors in addition to the foregoing and in addition to the powers and

authorities expressly conferred upon the Board of Directors by applicable law.

For the purposes of this Third Restated Certificate of Incorporation, "Voting

Stock" shall mean the outstanding shares of capital stock of the Corporation

entitled to vote generally in the election of Directors.

 

         SEVENTH. Subject to the rights of the holders of any class or series of

stock having a preference over the Common Stock as to dividends or upon

liquidation to elect additional Directors under specific circumstances:

 

         (a) any action required or permitted to be taken by the stockholders of

         the Corporation must be effected at a duly called annual or special

         meeting of stockholders of the Corporation;

 

         (b) special meetings of the stockholders of the Corporation may be

         called only by the Chairman of the Board of Directors or the President

         and shall be called within ten (10) days after receipt of the written

         request of a majority of the Whole Board; and

 

         (c) the business permitted to be conducted at any special meeting of

         the stockholders is limited to the business brought before the meeting

         by the Chairman or the President or at the request of a majority of the

         Board of Directors.

 

         Notwithstanding anything contained in this Third Restated Certificate

of Incorporation to the contrary, the affirmative vote of at least eighty

percent (80%) of the Voting Stock, voting together as a single class, shall be

required to amend, repeal, or adopt any provision inconsistent with this Article

SEVENTH. For the purposes of this Third Restated Certificate of Incorporation,

"Whole Board" shall mean the total number of Directors which the Corporation

would have if there were no vacancies.

 

         EIGHTH. Section 1. Number, Election and Terms of Directors.

 

         Subject to the rights of the holders of any class or series of stock

having a preference over the Common Stock as to dividends or upon liquidation to

elect additional Directors under specified circumstances, the number of

Directors of the Corporation shall be fixed by the By-Laws of the Corporation

and may be increased or decreased from time to time in such a manner as may be

prescribed by the By-Laws, but in no case shall the number be less than three

(3) nor more than twenty (20). The directors shall be elected annually by the

stockholders at their annual meeting or at any special meeting the notice of

which specifies the election of directors as an item of business for such

meeting; provided that each director serving a three-year term on the date of

this amendment may serve out the entirety of his or her term. Directors need not

be stockholders of the Corporation.

 

         Section 2. Stockholder Nomination of Director Candidates.

 

         Advance notice of stockholder nominations for the election of Directors

and advance notice of business to be brought by stockholders before an annual

meeting shall be given in the manner provided in the By-Laws of the Corporation.

 

         Section 3. Newly Created Directorships and Vacancies.

 

         Subject to the rights of the holders of any class or series of stock

having a preference over the Common Stock as to dividends or upon liquidation to

elect additional Directors under specified circumstances, newly created

directorships resulting from any increase in the number of directors and any

vacancy on the Board of Directors resulting from death, resignation,

disqualification, removal or other cause shall be filled solely by the

affirmative vote of a majority of the remaining Directors then in office, even

though less than a quorum of the Board of Directors, or by a sole remaining

Director. Any Director elected in accordance with the preceding sentence shall

hold office for the remainder of the full term of the class of Directors in

which the new directorship was created or the vacancy occurred and until such

Director's successor shall have been elected and qualified. No decrease in the

number of directors constituting the Board of Directors shall shorten the term

of an incumbent Director.

 

         Section 4. Removal of Directors.

 

         Subject to the rights of the holders of any class or series of stock

having a preference over the Common Stock as to dividends or upon liquidation to

elect additional Directors under specified circumstances, any Director may be

removed from office only by the stockholders in the manner provided in this

Section 4 of Article EIGHTH. At any annual meeting of the stockholders of the

Corporation or at any special meeting of the stockholders of the Corporation,

the notice of which shall state that the removal of a Director or directors is

among the purposes of the meeting, the affirmative vote of the holders of at

least eighty percent (80%) of the Voting Stock, voting together as a single

class, may remove such Director or Directors. In any vote required by or

provided for in this Article EIGHTH, each share of Voting Stock shall have the

number of votes granted to it generally in the election of Directors.

 

         Section 5. Amendment.

 

         Notwithstanding anything contained in this Third Restated Certificate

of Incorporation to the contrary, the affirmative vote of the holders of at

least eighty percent (80%) of the Voting Stock, voting together as a single

class, shall be required to amend, repeal or adopt any provision inconsistent

with this Article EIGHTH.

 

         NINTH. No director of the Corporation shall be personally liable to the

Corporation or its stockholders for monetary damages for breach of fiduciary

duty as a Director, except for liability (i) for any breach of the Director's

duty of loyalty to the Corporation or its stockholders; (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing

violation of law; (iii) under Section 174 of the Delaware General Corporation

Law, relating to prohibited dividends or distributions or the repurchase or

redemption of stock; or (iv) for any transaction from which the Director derives

an improper personal benefit. Any amendment or repeal of this Article NINTH

shall not adversely affect any right or protection of a Director of the

Corporation existing immediately prior to such amendment or repeal.

 

         TENTH. The Corporation shall indemnify, defend and hold harmless any

Person who was or is a party, or is threatened to be made a party, and his or her

heirs, executors and administrators, to any threatened, pending or completed

action, suit or proceeding, whether civil, criminal, administrative,

investigative or other, including appeals, by reason of the fact that he or she

is or was a Director, officer, employee or other agent of the Corporation, or is

or was serving at the request of the Corporation as a director, officer,

employee or other agent of any corporation, partnership, joint venture, trust or

other enterprise, including service with respect to employee benefit plans,

whether the basis of such proceeding is alleged action in an official capacity

as a director, officer, employee or other agent, to the fullest extent

authorized by the Delaware General Corporation Law, against all expenses,

liability and loss (including attorneys' fees, judgments, fines, ERISA excise

taxes and penalties, and amounts paid or to be paid in settlement) reasonably

incurred or suffered by such person in connection therewith; provided, however,

that except with respect to proceedings seeking to enforce the rights to

indemnification granted herein, the Corporation shall indemnify any such person

seeking indemnification in connection with a proceeding (or part hereof)

initiated by such person only if the proceeding (or part thereof) was authorized

by the Board of Directors of the Corporation. No provision of this Article TENTH

is intended to be construed as limiting, prohibiting, denying or abrogating any

of the general or specific powers or rights conferred by the General Corporation

Law of Delaware upon the Corporation to furnish, or upon any court to award,

such indemnification, or indemnification as otherwise authorized pursuant to the

General Corporation Law of Delaware or any other law now or hereafter in effect.

Without limiting the generality or the effect of the foregoing, the Corporation

may enter into one ore more agreements with any person which provide for

indemnification greater or different than that provided in this Article TENTH.

Any amendment or repeal of this Article TENTH shall not adversely affect any

right or protection existing hereunder immediately prior to such amendment or

repeal.

 

         The Board of Directors of the Corporation may, in its discretion,

authorize the Corporation to purchase and maintain insurance on behalf of any

person who is or was a Director, officer, employee or agent of the Corporation,

or is or was serving at the request of the Corporation as director, officer,

employee or agent of another corporation, partnership, joint venture, trust or

other enterprise against any liability asserted against him or incurred by him

in any such capacity, or arising out of his status as such, whether or not the

corporation would have the power to indemnify him against such liability under

the foregoing paragraph of this Article TENTH.

 

         ELEVENTH. The Board of Directors of the Corporation, in determining

whether the interests of the Corporation, its subsidiaries and its stockholders

will be served by any offer of another person to (i) make a tender or exchange

offer for any equity security of the Corporation or any subsidiary of the

Corporation, (ii) merge or consolidate the Corporation or any of its

subsidiaries with or into another institution, or (iii) purchase or otherwise

acquire all of substantially all of the properties and assets of the Corporation

or any of its subsidiaries, may take into account factors in addition to

potential economic benefits to stockholders. Such factors may include: (a)

comparison of the proposed consideration to be received by stockholders in

relation to the ten current market price of the capital stock, the estimated

current value of the Corporation in a freely negotiated transaction, and the

estimated future value of the Corporation as an independent

entity; (b) the impact of such a transaction on the customers and employees of

the Corporation, and its effect on the communities in which the Corporation is

located; and (c) the ability of the Corporation to fulfill its objectives under

applicable statues and regulations.

 

         The term "offer" as used in this Article ELEVENTH includes every offer

to buy or acquire, solicitation of an offer to sell, tender offer for, or

request or invitation for tender of, a security or interest in a security for

value.

 

         TWELFTH. The Corporation may not purchase any shares of its stock from

any person, entity or group that beneficially owns five percent (5%) or more of

the Voting Stock at a price exceeding the average closing price for the twenty

(20) trading business days prior to the purchase date, unless a majority of the

Corporation's Disinterested Stockholders (as hereinafter defined) approve the

transaction. The restrictions on the purchases by the Corporation under this

Article TWELFTH do not apply (i) to any offer to purchase shares of a class of

the Corporation's stock which is made on the same terms and conditions to all

holders of that class of stock; (ii) to any purchase of stock owned by such a

five percent (5%) stockholder occurring more than two (2) years after such

stockholder's last acquisition of the Corporation's stock; (iii) to any purchase

of the Corporation's stock in accordance with the terms of any stock option or

employee benefit plan; or (iv) to any purchase at prevailing market prices

pursuant to a stock repurchase program.

 

         For purposes of this Article TWELFTH, the term "Disinterested

Stockholders" means holders of less than five percent (5%) of the Voting Stock.

 

         THIRTEENTH. Any vote or votes authorizing liquidation of the

Corporation or proceedings for its dissolution may provide, subject to the

rights of creditors and the rights expressly provided for particular classes or

series of stock, for the distribution pro rata among the stockholders of the

Corporation of the assets of the Corporation, wholly or in part in kind, whether

such assets be in cash or other property, and may authorize the Board of

Directors of the Corporation to determine the valuation of the different assets

of the Corporation for the purpose of such liquidation and may divide or

authorize the Board of Directors to divide such assets or any part thereof among

the stockholders of the Corporation, in such manner that every stockholder will

receive a proportionate amount in value (determined as aforesaid) of cash or

property of the Corporation upon such liquidation or dissolution even though

each stockholder may not receive a strictly proportionate part of each such

asset.

 

         FOURTEENTH. The private property of the stockholders of the Corporation

shall not be subject to the payment of the corporate debts to any extent

whatsoever.

 

         FIFTEENTH. No contract or other transaction between the Corporation and

any person, firm, association or corporation and no act of the Corporation

shall, in the absence of fraud, be invalidated or in any way affected by the

fact that any of the Directors of the Corporation are pecuniarily or otherwise

interested, directly or indirectly, in such contract, transaction or act, or are

related to or interested in, as a director, stockholder, officer, employee,

member or otherwise, such

person, firm, association or corporation. Any Director so interested or related

who is present at any meeting of the Board of Directors or committee or

directors at which action on any such contract, transaction or act is taken may

be counted in determining the presence of a quorum at such meeting and may vote

thereat with respect to such contract, transaction or act with like force and

effect as if he was not so interested or related. No Director so interested or

related shall, because of such interest or relationship, be disqualified from

holding his office or be liable to the Corporation or any stockholder or

creditor thereof for any loss incurred by the Corporation under or by reason of

such contract, transaction or act, or be accountable for any gains or profits he

may have realized therein.

 

         SIXTEENTH. Meetings of stockholders may be held outside of the State of

Delaware, if the By-Laws so provide. The books of the Corporation may be kept

outside of the State of Delaware at such place or places as may be designated

from time to time by the Board of Directors or in the By-Laws of the

Corporation.

 

         The Corporation reserves the right to amend, alter, change or repeal

any provision contained in this Second Restated Certificate of Incorporation in

the manner now or hereafter prescribed by statute, and all rights conferred upon

the stockholders are granted subject to this reservation.

 

         3. This Third Restated Certificate of Incorporation was duly adopted by

written consent of the Board of Directors in accordance with the applicable

provisions of Sections 141 and 245 of the General Corporation Law of the State

of Delaware.

 

         IN WITNESS WHEREOF, said Boston Scientific Corporation has caused this

Certificate to be signed by Paul W. Sandman, its Executive Vice President,

Secretary and General Counsel, and attested by Lawrence J. Knopf, its Vice

President, Assistant Secretary and Assistant General Counsel, this 27th day of

July, 2007.

 

 

 

                                          BOSTON SCIENTIFIC CORPORATION

 

 

                                          By: /s/ Paul W. Sandman

                                              --------------------------

                                              Paul W. Sandman, Executive Vice

                                              President, Secretary and General

                                              Counsel

 

ATTEST:

 

 

By: /s/ Lawrence J. Knopf

    -------------------------------

    Lawrence J. Knopf, Vice President,

    Assistant Secretary and Assistant

    General Counsel