Change in Control Employment Agreement - St. Jude Medical Inc.


                              EMPLOYMENT AGREEMENT


         THIS AGREEMENT, is made and entered into by and between St. Jude
Medical, Inc., a Minnesota corporation with its principal offices at St. Paul,
Minnesota ('St. Jude') and _____________________ _, residing at (the
'Executive'), and shall be effective as of this ____ day of _______________,
199___.

         WHEREAS, St. Jude considers the establishment and maintenance of a
sound and vital management to be essential to protecting and enhancing the best
interests of St. Jude and its shareholders; and

         WHEREAS, the Executive is expected to make, due to Executive's intimate
knowledge of the business and affairs of St. Jude, its policies, methods,
personnel, and problems, a significant contribution to the profitability,
growth, and financial strength of St. Jude; and

         WHEREAS, St. Jude, as a publicly held corporation, recognizes that the
possibility of a Change in Control may exist, and that such possibility and the
uncertainty and questions which it may raise among management may result in the
departure or distraction of the Executive in the performance of the Executive's
duties, to the detriment of St. Jude and its shareholders; and

         WHEREAS, it is in the best interests of St. Jude and its stockholders
to reinforce and encourage the continued attention and dedication of management
personnel, including Executive, to their assigned duties without distraction and
to ensure the continued availability to St. Jude of the Executive in the event
of a Change in Control.

         THEREFORE, in consideration of the foregoing and other respective
covenants and agreements of the parties herein contained, the parties hereto
agree as follows:

         1.                Term of Agreement. This Agreement shall commence on
                  the date hereof and shall continue in effect until such time
                  as St. Jude notifies the Executive of the termination of this
                  Agreement. Notwithstanding the preceding sentence, if a Change
                  in Control occurs, this Agreement shall continue in effect for
                  a period of 36 months from the date of the occurrence of a
                  Change in Control.




         2.                 Change in Control. No benefits shall be payable
                  hereunder unless there shall have been Change in Control, as
                  set forth below.

                           (a) shall mean a change in control which would be
                  required to be reported in response to Item 1 of Form 8-K
                  promulgated under the Securities Exchange Act of 1934, as
                  amended (the 'Exchange Act'), whether or not St. Jude is then
                  subject to such reporting requirement including, without
                  limitation, if:

                                    (i) any 'person' (as such term is used in
                           Sections 13(d) and 14(d) of the Exchange Act) becomes
                           a 'beneficial owner' (as defined in Rule 13d-3 under
                           the Exchange Act), directly or indirectly, of
                           securities of St. Jude representing 40% or more of
                           the combined voting power of St. Jude's then
                           outstanding securities; or

                                    (ii) there ceases to be a majority of the
                           Board of Directors comprised of: (A) individuals who
                           on the date hereof constituted the Board of St. Jude;
                           and (B) any new director who subsequently was elected
                           or nominated for election by a majority of the
                           directors who held such office immediately prior to a
                           Change in Control.

                           (b) Executive agrees that, subject to the terms and
                  conditions of this Agreement, in the event of a Change in
                  Control of St. Jude occurring after the date hereof, Executive
                  will remain in the employ of St. Jude for a period of 90 days
                  from the occurrence of such Change in Control.

         3.                 Termination Following Change in Control. If a Change
                  in Control shall have occurred during the term of this
                  Agreement, Executive shall be entitled to the benefits
                  provided in subsection 4(d) unless such termination is (A)
                  because of Executive's death or Retirement, (B) by St. Jude
                  for Cause or Disability, or (C) by Executive other than for
                  Good Reason.

                           (a) Disability; Retirement. If, as a result of
                  incapacity due to physical or mental illness, the Executive
                  shall have been absent from the full-time performance of
                  Executive's duties with St. Jude for six consecutive months,
                  and within 30 days after written Notice of Termination is
                  given the Executive shall not have returned to the full-time
                  performance of the Executive's duties, St. Jude may terminate
                  Executive's employment for 'Disability'. Any question as to
                  the existence of Executive's Disability upon which Executive
                  and St. Jude cannot agree shall be determined by a qualified
                  independent physician selected by Executive (or, if the
                  Executive is unable to make such selection, it shall be made
                  by any adult member of the Executive's immediate family), and
                  approved by St. Jude. The determination of such physician made
                  in writing to St. Jude and to Executive




                  shall be final and conclusive for all purposes of this
                  Agreement. Termination by St. Jude or Executive of Executive's
                  employment based on 'Retirement' shall mean termination on or
                  after attaining Normal Retirement Age in accordance with the
                  St. Jude Medical, Inc. Profit Sharing Employee Savings Plan
                  and Trust.

                           (b) Cause. Termination by St. Jude of Executive's
                  employment for 'Cause' shall mean termination upon the
                  conviction of the Executive by a court of competent
                  jurisdiction for felony criminal conduct.

                           (c) Good Reason. Executive shall be entitled to
                  terminate his employment for Good Reason. For purposes of this
                  Agreement, 'Good Reason' shall mean, without Executive's
                  express written consent, any of the following:

                                    (i) The assignment to Executive of any
                           duties inconsistent with Executive's status or
                           position with St. Jude, or a substantial alteration
                           in the nature or status of Executive's
                           responsibilities from those in effect immediately
                           prior to the Change in Control;

                                    (ii) a reduction by St. Jude in Executive's
                           annual compensation in effect immediately prior to a
                           Change in Control;

                                    (iii) location more than fifty miles from
                           St. Paul, Minnesota or St. Jude requiring Executive
                           to be based anywhere other than St. Jude's principal
                           executive offices except for required travel on St.
                           Jude's business to an extent substantially consistent
                           with Executive's business travel obligations
                           immediately prior to the Change in Control;

                                    (iv) the failure by St. Jude to continue to
                           provide Executive with benefits at least as favorable
                           to those enjoyed by Executive under any of St. Jude's
                           pension, life insurance, medical, health and
                           accident, disability, deferred compensation,
                           incentive awards, incentive stock options, or savings
                           plans in which Executive was participating
                           immediately prior to the Change in Control, the
                           taking of any action by St. Jude which would directly
                           or indirectly materially reduce any of such benefits
                           or deprive Executive of any material fringe benefit
                           enjoyed immediately prior to the Change in Control,
                           or the failure by St. Jude to provide Executive with
                           the number of paid vacation days to which Executive
                           is entitled immediately prior to the Change in
                           Control, provided, however, that St. Jude may amend
                           any such plan or programs as long as such amendments
                           do not reduce any benefits to which Executive would
                           be entitled upon termination;




                                    (v) The failure of St. Jude to obtain a
                           satisfactory agreement from any successor to assume
                           and agree to perform this Agreement, as contemplated
                           in Section 6; or

                                    (vi) Any purported termination of
                           Executive's employment which is not made pursuant to
                           a Notice of Termination satisfying the requirements
                           of subsection (e) below; for purposes of this
                           Agreement, no such purported termination shall be
                           effective.

                           (d) Voluntary Termination Deemed Good Reason.
                  Notwithstanding anything herein to the contrary, if the Change
                  in Control arises from a transaction or series of transactions
                  which are not authorized, recommended or approved by formal
                  action taken by the Board of Directors as defined in Section
                  2(a)(ii) of this Agreement, Executive may voluntarily
                  terminate his employment for any reason during the period
                  commencing on the 91st day following a Change in Control and
                  ending on the 180th day following the Change in Control, and
                  such termination shall be deemed 'Good Reason' for all
                  purposes of this Agreement.

                           (e) Notice of Termination. Any purported termination
                  of Executive's employment by St. Jude or by Executive shall be
                  communicated by written Notice of Termination to the other
                  party hereto in accordance with Section 7. For purposes of
                  this Agreement, a 'Notice of Termination' shall mean a notice
                  which shall indicate the specific termination provision in
                  this Agreement relied upon and shall set forth the facts and
                  circumstances claimed to provide a basis for termination of
                  Executive's employment.

                           (f) Date of Termination. For purposes of this
                  Agreement, 'Date of Termination' shall mean:

                                    (i) If Executive's employment is terminated
                           for Disability, 30 days after Notice of Termination
                           is given (provided that the Executive shall not have
                           returned to the full-time performance of the
                           Executive's duties during such 30 day period); and

                                    (ii) If Executive's employment is terminated
                           pursuant to subsections (b), (c) or (d) above or for
                           any other reason (other than Disability), the date
                           specified in the Notice of Termination (which, in the
                           case of a termination pursuant to subsection (b)
                           above shall not be less than 10 days, and in the case
                           of a termination pursuant to subsection (c) or (d)
                           above shall not be less than 10 nor more than 30
                           days, respectively, from the date such Notice of
                           Termination is given).




                           (g) Dispute of Termination. If, within 10 days after
                  any Notice of Termination is given, the party receiving such
                  Notice of Termination notifies the other party that a dispute
                  exists concerning the termination, the Date of Termination
                  shall be the date on which the dispute is finally determined,
                  either by mutual written agreement of the parties, or by a
                  final judgment, order or decree of a court of competent
                  jurisdiction (which is not appealable or the time for appeal
                  therefrom having expired and no appeal having been perfected);
                  provided, that the Date of Termination shall be extended by a
                  notice of dispute only if such notice is given in good faith
                  and the party giving such notice pursues the resolution of
                  such dispute with reasonable diligence. Notwithstanding the
                  pendency of any such dispute, St. Jude shall continue to pay
                  Executive full compensation in effect when the notice giving
                  rise to the dispute was given (including, but not limited to,
                  base salary) and continue Executive as a participant in all
                  compensation, benefit and insurance plans in which the
                  Executive was participating when the notice giving rise to the
                  dispute was given, until the dispute is finally resolved in
                  accordance with this subsection. Amounts paid under this
                  subsection are in addition to all other amounts due under this
                  Agreement and shall not be offset against or reduce any other
                  amounts under this Agreement.

         4.                Compensation Upon Termination or During Disability.
                  Following a Change in Control of St. Jude, as defined in
                  subsection 2(a), upon termination of Executive's employment or
                  during a period of Disability, Executive shall be entitled to
                  the following benefits:

                           (a) During any period that Executive fails to perform
                  full-time duties with St. Jude as a result of a Disability,
                  St. Jude shall pay Executive, the Executive's base salary as
                  in effect at the commencement of any such period and the
                  amount of any other form or type of compensation otherwise
                  payable for such period if the Executive were not so disabled,
                  until such time as the Executive is determined to be eligible
                  for long term disability benefits in accordance with St.
                  Jude's insurance programs then in effect.

                           (b) If Executive's employment shall be terminated by
                  St. Jude for Cause or by Executive other than for Good Reason,
                  Disability or Retirement, St. Jude shall pay to Executive his
                  full base salary through the Date of Termination at the rate
                  in effect at the time Notice of Termination is given and St.
                  Jude shall have no further obligation to Executive under this
                  Agreement.




                           (c) If Executive's employment shall be terminated by
                  St. Jude or by Executive for Disability or Retirement, or by
                  reason of death, St. Jude shall immediately commence payment
                  to the Executive (or Executive's designated beneficiaries or
                  estate, if no beneficiary is designated) of any and all
                  benefits to which the Executive is entitled under St. Jude's
                  retirement and insurance programs then in effect.

                           (d) If Executive's employment shall be terminated (A)
                  by St. Jude other than for Cause, Retirement, or Disability or
                  (B) by Executive for Good Reason, then Executive shall be
                  entitled to the benefits provided below:

                                    (i) St. Jude shall pay Executive, through
                           the Date of Termination, the Executive's base salary
                           as in effect at the time the Notice of Termination is
                           given and any other form or type of compensation
                           otherwise payable for such period;

                                    (ii) In lieu of any further salary payments
                           for periods subsequent to the Date of Termination,
                           St. Jude shall pay a severance payment (the
                           'Severance Payment') equal to the amount described in
                           either (A) or (B) below, whichever is applicable: (A)
                           if the Executive has been an employee in any capacity
                           of St. Jude or any Affiliate as defined below for an
                           uninterrupted period of 3 or more years of elapsed
                           time on the Date of Termination, two (2) times the
                           Executive's Annual Compensation as defined below; or
                           (B) if the Executive has been an employee in any
                           capacity of St. Jude or any Affiliate as defined
                           below for an uninterrupted period of less than 3
                           years of elapsed time on the Date of Termination, one
                           (1) times the Executive's Annual Compensation as
                           defined below. For purposes of this Section 4,
                           'Annual Compensation' shall mean the Executive's
                           annual salary (regardless of whether all or any
                           portion of such salary has been contributed to a
                           deferred compensation plan), the annual amount of the
                           Executive's Perk Package, the target bonus for which
                           the Executive is eligible upon attainment of 100% of
                           the target (regardless of whether such target bonus
                           has been achieved or whether conditions of such
                           target bonus are actually fulfilled), and any other
                           type or form of compensation paid to Executive by St.
                           Jude (or any corporation ('Affiliate') affiliated
                           with St. Jude within the meaning of Section 1504 of
                           the Internal Revenue Code of 1986 as may be amended
                           from time to time (the 'Code')) and included in
                           Executive's gross income for federal tax purposes
                           during the 12-month period ending immediately prior
                           to the Date of Termination but excluding: a) any
                           amount actually paid to the Executive as a cash
                           payment of the target bonus (regardless of whether
                           all or any portion of such target bonus was
                           contributed to a deferred compensation plan); b)
                           compensation income recognized as a result of the
                           exercise of




                           stock options or sale of the stock so acquired; and
                           c) any payments actually or constructively received
                           from a plan or arrangement of deferred compensation
                           between St. Jude and the Executive. All of the
                           factors included in Annual Compensation shall be
                           those in effect on the Date of Termination and shall
                           be calculated without giving effect to any reduction
                           in such compensation which would constitute a breach
                           of this Agreement. The Severance Payment shall be
                           made in a single lump sum within 60 days after the
                           Date of Termination.

                                    (iii) For the period of time after the Date
                           of Termination on which the Severance Payment is
                           determined in accordance with paragraph (ii) above,
                           St. Jude shall arrange to provide, at its sole
                           expense, Executive with life, disability, accident
                           and health insurance benefits substantially similar
                           to those which the Executive is receiving or entitled
                           to receive immediately prior to the Notice of
                           Termination. The cost of providing such benefits
                           shall be in addition to (and shall not reduce) the
                           Severance Payment. Benefits otherwise receivable by
                           Executive pursuant to this paragraph (iii) shall be
                           reduced to the extent comparable benefits are
                           actually received by Executive during such period,
                           and any such benefits actually received by Executive
                           shall be reported to St. Jude.

                                    (iv) St. Jude shall also pay to Executive
                           all legal fees and expenses incurred by Executive as
                           a result of such termination (including all such fees
                           and expenses, if any, incurred in contesting or
                           disputing any such termination or in seeking to
                           obtain or enforce any right or benefit provided by
                           this Agreement).

                                    (v) The Severance Payment shall be reduced
                           and offset by the amount of any payment received or
                           to be received by Executive in connection with the
                           termination of employment pursuant to the provisions
                           of the St. Jude policy HR-1.02.25 entitled 'Severance
                           Pay,' effective January 1, 1994, as amended from time
                           to time, or any successor to such policy. Except as
                           provided in the preceding sentence, no other offset
                           or reduction in the amount payable under this section
                           shall be made, regardless of whether or not such
                           payments are tax deductible by St. Jude.

                           (e) Executive shall not be required to mitigate the
                  amount of any payment provided for in this Section 4 by
                  seeking other employment or otherwise, nor shall the amount of
                  any payment or benefit provided for in this Section 4 be
                  reduced by any compensation earned by Executive as the result
                  of employment by another employer or by retirement benefits
                  after the Date of Termination, or otherwise.




                           (f) Executive shall be entitled to receive all
                  benefits payable to the Executive under the St. Jude Medical,
                  Inc. Profit Sharing Employee Savings Plan or any successor of
                  such Plan and any other plan or agreement relating to
                  retirement benefits which shall be in addition to, and not
                  reduced by, any other amounts payable to Executive under this
                  Section 4.

                           (g) Executive shall be entitled to exercise all
                  rights and to receive all benefits accruing to Executive under
                  any and all St. Jude stock purchase and stock option plans or
                  programs, or any successor to any such plans or programs,
                  which shall be in addition to, and not reduced by, any other
                  amounts payable to Executive under this Section 4.

         5.                Funding of Payments. In order to assure the
                  performance of St. Jude or its successor of its obligations
                  under this Agreement, St. Jude may deposit in trust an amount
                  equal to the maximum payment that will be due the Executive
                  under the terms hereof. Under a written trust instrument, the
                  Trustee shall be instructed to pay to the Executive (or the
                  Executive's legal representative, as the case may be) the
                  amount to which the Executive shall be entitled under the
                  terms hereof, and the balance, if any, of the trust not so
                  paid or reserved for payment shall be repaid to St. Jude. If
                  St. Jude deposits funds in trust, payment shall be made no
                  later than the occurrence of a Change in Control. If and to
                  the extent there are not amounts in trust sufficient to pay
                  Executive under this Agreement, St. Jude shall remain liable
                  for any and all payments due to Executive. In accordance with
                  the terms of such trust, at all times during the term of this
                  Agreement, Executive shall have no rights, other than as an
                  unsecured general creditor of St. Jude, to any amounts held in
                  trust and all trust assets shall be general assets of St. Jude
                  and subject to the claims of creditors of St. Jude. Failure of
                  St. Jude to establish or fully fund such trust shall not be
                  deemed a revocation or termination of this Agreement by St.
                  Jude.

         6.                Successors; Binding Agreement. St. Jude will require
                  any successor (whether direct or indirect, by purchase,
                  merger, consolidation or otherwise) to all or substantially
                  all of the business and/or assets of St. Jude to expressly
                  assume and agree to perform this Agreement in the same manner
                  and to the same extent that St. Jude would be required to
                  perform it if no such succession had taken place. Failure of
                  St. Jude to obtain such assumption and agreement prior to the
                  effectiveness of any such succession shall be a breach of this
                  Agreement and shall entitle Executive to the Compensation and
                  benefits from St. Jude in the same amount and on the same
                  terms as he would be entitled hereunder if he terminated his
                  employment for Good Reason following a Change in Control,
                  except that for purposes of implementing the foregoing, the
                  date on which any such succession becomes effective shall be
                  deemed the Date of Termination.




                           (a) This Agreement shall inure to the benefit of and
                  be enforceable by Executive's personal or legal
                  representatives, successors, heirs, and designated
                  beneficiaries. If Executive should die while any amount would
                  still be payable to Executive hereunder if the Executive had
                  continued to live, all such amounts, unless otherwise provided
                  herein, shall be paid in accordance with the terms of this
                  Agreement to the Executive's designated beneficiaries, or, if
                  there is no such designated beneficiary, to the Executive's
                  estate.

         7.                 Notice. For the purpose of this Agreement, notices
                  and all other communications provided for in the Agreement
                  shall be in writing and shall be deemed to have been duly
                  given when delivered or mailed by United States registered or
                  certified mail, return receipt requested, postage prepaid,
                  addressed to the last known residence address of the Executive
                  or in the case of St. Jude, to its principal office to the
                  attention of each of the then directors of St. Jude with a
                  copy to its Secretary, or to such other address as either
                  party may have furnished to the other in writing in accordance
                  herewith, except that notice of change of address shall be
                  effective only upon receipt.

         8.                 Miscellaneous. No provision of this Agreement may be
                  modified, waived or discharged unless such waiver,
                  modification or discharge is agreed to in writing and signed
                  by the parties. No waiver by either party hereto at any time
                  of any breach by the other party to this Agreement of, or
                  compliance with, any condition or provision of this Agreement
                  to be performed by such other-party shall be deemed a waiver
                  of similar or dissimilar provisions or conditions at the same
                  or at any prior or similar time. No agreements or
                  representations, oral or otherwise, express or implied, with
                  respect to the subject matter hereof have been made by either
                  party which are not expressly set forth in this Agreement. The
                  validity, interpretation, construction and performance of this
                  Agreement shall be governed by the laws of the State of
                  Minnesota.

         9.                Validity. The invalidity or unenforceability or any
                  provision of this Agreement shall not affect the validity or
                  enforceability of any other provision of this Agreement, which
                  shall remain in full force and effect.




         IN WITNESS WHEREOF, the undersigned officer, on behalf of St. Jude
Medical, Inc., and the Executive have hereunto set their hands as of the date
first above written.

                                        ST. JUDE MEDICAL, INC.


                                        By
                                          --------------------------------------

                                          Its
                                             -----------------------------------

                                        EXECUTIVE:


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