This excerpt taken from the STJ 8-K filed May 16, 2006.



This certifies that ___________________________ has an option to purchase ___________________ shares of common stock, par value $.10 per share, of St. Jude Medical, Inc., a Minnesota corporation.

Social Security Number: ____________________

Address: ______________________

Grant Date: _____________________

Purchase Price Per Share: $_______

Expiration Date: ____________________

Exercisable Date: 100% exercisable on _____________________

This stock option is governed by, and subject in all respects to, the terms and conditions of the Non-Qualified Stock Option Agreement for Non-Employee Directors, a copy of which is attached to and made a part of this document, and the St. Jude Medical, Inc. 2006 Stock Plan, a copy of which is available upon request. This Notice of Non-Qualified Stock Option Grant to Non-Employee Director has been duly executed, by manual or facsimile signature, on behalf of St. Jude Medical, Inc.




























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