Resignation Agreement - St. Jude Medical Inc. and Fred B. Parks


March 1, 1999

                                              CONFIDENTIAL

Fred B. Parks
[ADDRESS OMITTED]


Dear Fred:

The purpose of this letter is to set forth an agreement between St. Jude
Medical, Inc. (the 'Company') and you with respect to your voluntary
resignation. You will resign as a member of the Board of Directors of St. Jude
Medical, Inc., effective March 1, 1999 and you will resign as an employee and
officer of St. Jude Medical, as well as any other position you hold with the
Company or its affiliates, effective March 31, 1999, (hereinafter 'Resignation
Date'). You will be eligible for all employee benefits, consistent with employee
status until your Resignation Date. The following is our proposal for
compensation for you after March 31, 1999:

COMPENSATION/BENEFITS:

1)       In exchange for signing the attached Release, which must be executed
         effective on the day after your Resignation Date, the Company will
         provide you continuation of base pay plus perquisite allowance for an
         additional twelve (12) months (including the employer portion of FICA)
         until March 31, 2000, to be paid on each regularly scheduled pay day.
         By signing the Release and accepting the payments described above, you
         release the Company from all claims you may have against the Company
         relating to your employment with the Company. You acknowledge and agree
         that the Company is under no obligation to provide you with the
         payments described above, prior to execution of this Agreement. If you
         elect not to sign the Release, the payments described in this letter
         will not be provided to you.

         a)       Your participation in all employee fringe benefit programs
                  will terminate as of your Resignation Date. Any accrued and
                  unused vacation will be paid to you following the Resignation
                  Date.

         b)       The Company agrees to pay its portion of the medical and
                  dental insurance premiums for your COBRA coverage through
                  March 31, 2000, (you will be responsible for the employee
                  portion) or until you obtain alternative employment, whichever
                  occurs first. You have the right under federal law (COBRA) to
                  continue medical and dental insurance for eighteen (18) months
                  from the Resignation Date.

         c)       Your life insurance coverage will terminate as of the
                  Resignation Date. Payment for continued coverage after that
                  date will be your sole responsibility. Please contact Paula
                  Hutton, Manager, Corporate Benefits to coordinate your
                  continued coverage.




Mr. Fred B. Parks
March 1, 1999
Page 2


         d)       Your interest in the St. Jude Medical, Inc. Employee Profit
                  Sharing & Savings Plan will be valued in accordance with the
                  provisions of the plan. St. Jude Medical will continue to
                  match your 401(k) contributions until the Resignation Date,
                  however, you will not be eligible for a profit sharing
                  contribution in 1999.

         e)       You will be entitled to a pro rata portion of your bonus for
                  1999, (i.e. until March 31, 1999), should one become due under
                  the terms of the 1999 Management Incentive Compensation
                  Program.

         f)       Your vested interest in the St. Jude Medical, Inc. Management
                  Savings Plan will be distributed within thirty (30) days from
                  the close of the quarter in which the termination occurs.

         g)       The Company agrees to reimburse you for expenses associated
                  with outplacement services through an outplacement group to be
                  selected by you in an amount not to exceed $22,500.

         h)       If you are a participant in the Employee Stock Purchase Plan
                  your contribution will be paid out to you with interest.

         i)       Per your request, the Company has offered to sell you, upon
                  your Resignation Date, your laptop computer and office chair
                  at their current book value as of March 31, 1999.

2)       You understand that you are bound by the terms and conditions of the
         Non-Competition Agreement you signed on December 12, 1997. A copy is
         attached for your reference.

3)       If you have been unable to secure employment by year end December 31,
         1999, and you so wish, the Company will reimburse you for the actual
         cost of moving your household goods and automobiles from
         Minneapolis/St. Paul to any contiguous 48 states, but not to exceed the
         cost of the move to Boston provided such move occurs within twelve (12)
         months of your Resignation Date. Other expenses of relocation such as
         realtor's fees, closing costs, attorney's fees, new auto licenses and
         other miscellaneous expenses will not be reimbursed. The sale of any
         residence will be your responsibility.

4)       The Company's records indicate that you hold options covering the
         purchase of St. Jude Medical, Inc. Common stock. Under the terms of the
         option agreements, you are entitled to exercise any vested options
         within ninety (90) days from your Termination Date. Stock options that
         have not vested as of your Termination Date will terminate effective
         upon your termination of employment per their terms.




Mr. Fred B. Parks
March 1, 1999
Page 3


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

                   UNITS           VESTED    REMAINING    GRANT      EXERCISE
                                                          DATE         PRICE
         ----------------------- ---------- ---------- ----------- -----------

         100,000                    25,000     75,000    01/02/98     $31.625
         (TIME VESTING)
         ----------------------- ---------- ---------- ----------- -----------

         100,000                         0    100,000    01/02/98     $31.625
         (PERFORMANCE VESTING)
         ----------------------- ---------- ---------- ----------- -----------

5)       You will continue to be covered as former officer and director and for
         all positions and functions which you have held at St. Jude Medical by
         your indemnification agreement.

6)       You agree that you will keep the terms, amount and facts of this
         Agreement confidential and that, unless required to do so by law or
         court order, or if necessary to enforce this Agreement or defend
         yourself against claims by the company or its affiliates, you will not
         disclose any information about this Agreement to anyone other than your
         spouse, attorneys, tax advisors, and applicable governmental
         authorities, if any. Similarly, the Company agrees that it will keep
         the terms, amount and facts of this Agreement confidential and that
         unless required to do so by law or court order, or if necessary to
         enforce this Agreement or defend itself against claims by you, it will
         not disclose any information about this Agreement to anyone other than
         those within the Company or its affiliates with a need to know, and the
         attorneys, tax advisors, and applicable governmental authorities, if
         any, of the Company and its affiliates.

7)       You agree that you will not disparage or otherwise make any unfavorable
         statements, oral or written, or perform any act or omission, which is
         detrimental to the reputation or goodwill of the Company. For purpose
         of the prior sentence, the Company shall mean the Company, its
         successors and affiliates and their officers, directors, employees.
         Similarly, the Company agrees that it will not disparage or otherwise
         make any unfavorable statements, oral or written, or perform any act or
         omission, which is detrimental to your reputation or goodwill.




Mr. Fred B. Parks
March 1, 1999
Page 4


8)       In further consideration of the benefits provided to you under this
         Agreement, you acknowledge your obligation to maintain in confidence
         and not to use for any purpose other than the benefit of the company,
         all confidential information of the Company you received during your
         employment.

9)       This agreement and the accompanying Release set forth the entire
         agreement between you, on the one hand, and the Company and its
         affiliates, on the other hand, concerning the subject matters addressed
         here, and supersedes any prior oral and/or written agreements or
         communications between you and the Company and/or any of its affiliates
         concerning these subjects. This Agreement and the accompanying Release
         shall be construed and interpreted in accordance with the laws of
         Minnesota without regard to its conflict of law principles.

DUTIES:

(1)      You agree to not solicit St. Jude Medical employees for employment
         elsewhere for a period of two (2) years from your Resignation Date,
         without receiving prior written consent from me.

(2)      Any communications released by the Company or you regarding your
         resignation will be mutually agreed upon prior to release or will be
         required to be made by the Company under law, as determined by the
         Company's counsel.

Please sign both originals of this Letter Agreement and Release where indicated,
thereby signifying your acceptance of the terms and return one set of originals
to me.

Fred, I sincerely appreciate the very professional and thoughtful manner in
which you have conducted yourself in this matter. I trust these terms are
consistent with our discussion and they strike me as fair to both you and St.
Jude. I wish you and Alison the best in the future.

Sincerely,                             AGREED AND ACCEPTED BY:



/S/ R. A. MATRICARIA                   /S/ FRED B. PARKS
Ronald A. Matricaria                   -----------------------------------------
                                       Fred B. Parks

RAM/kmj