Bylaws - St. Jude Medical Inc.


                                     BYLAWS
                                       OF
                             ST. JUDE MEDICAL, INC.*

                                    ARTICLE I

                                  Shareholders

         Section 1. The shareholders of this corporation shall hold an annual
meeting in each calendar year at such time and place, within or without the
state of Minnesota, as may be designated by the Board of Directors, for the
purpose of electing directors, and for the transaction only of such other
business as is properly brought before the meeting in accordance with these
Bylaws; provided, however, that the interval between two consecutive annual
meetings shall not be more than fourteen (14) months nor less than ten (10)
months. A notice setting out the time and place of the annual meeting shall be
mailed by the secretary of the corporation, or his delegate, postage prepaid, to
each shareholder of record at his address as it appears on the records of the
corporation, or, if no such address appears, at his last known place of
residence, at least ten (10) days prior to said annual meeting, but any
shareholder may waive such annual notice by a signed waiver in writing.

         Section 2. At the annual meeting, the shareholders shall elect
directors of the corporation and shall transact such other business as may
properly come before them. To be properly brought before the meeting, business
must be of a nature that is appropriate for consideration at an annual meeting
and must be (i) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, or (ii) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the meeting by a
shareholder. In addition to any other applicable requirements, for business to
be properly brought before the annual meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the secretary of the
corporation. To be timely, each such notice must be given, either by personal
delivery or by United States mail, postage prepaid, to the secretary of the
corporation, not less than fifty (50) days nor more than seventy-five (75) days
prior to the meeting; provided, however, that in the event that less than sixty
(60) days' notice or prior public disclosure of the date of the meeting is given
or made to shareholders, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever first occurs. Each such notice to the secretary
shall set forth as to each matter the shareholder proposes to bring before the
annual meeting (w) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (x) the name and address of record of the shareholder proposing
such business, (y) the class or series (if any) and number of shares of the
corporation which are owned by the shareholder, and (z) any material interest of
the shareholder in such business. Notwithstanding anything in these Bylaws to
the contrary, no business shall be

*As amended through October 14, 1997




transacted at the annual meeting except in accordance with the procedures set
forth in this Article; provided, however, that nothing in this Article shall be
deemed to preclude discussion by any shareholder of any business properly
brought before the annual meeting, in accordance with these Bylaws.

         Section 3. Special meetings of the shareholders may be called for any
purpose or purposes at any time, by:

                  (a)  The chief executive officer;

                  (b)  The chief financial officer:

                  (c)  Two or more directors;

                  (d) A shareholder or shareholders holding ten percent or more
of the voting power of all shares entitled to vote, except that a special
meeting for the purpose of considering any action to directly or indirectly
facilitate or effect a business combination, including any action to change or
otherwise affect the composition of the board of directors for that purpose,
must be called by 25 percent or more of the voting power of all shares entitled
to vote.

         Such meeting shall be called by mailing a notice thereof as above
provided in the case of the annual meeting of shareholders, which notice shall
state the purpose or purposes of the meeting.

         Section 4. At any shareholders' meeting, each shareholder shall be
entitled to one (1) vote for each share of common stock standing in his name on
the books of the corporation as of the record date. Any shareholder may vote
either in person or by proxy. The presence in person or by proxy of the holders
of a majority of the shares of common stock entitled to vote at any
shareholders' meeting shall constitute a quorum for the transaction of business.
If no quorum is present at any meeting, the shareholders present in person or by
proxy may adjourn the meeting to such future time as they shall agree upon
without further notice other than by announcement at the meeting at which such
adjournment is taken.

         Section 5. At any shareholders' meeting for which there is a quorum
present, the shareholders may conduct such business as may be on the agenda or
otherwise proposed for such meeting, or any part of such business in the case of
an adjournment. All or any part of the business not conducted at the initial
meeting of shareholders may be conducted at any adjournments thereof, including
any specific proposals on the agenda for such initial meeting for which there
was no final disposition. A meeting of the shareholders at which there is a
quorum can be adjourned as to all or part of the matters to be considered at the
meeting upon motion by the person presiding at such meeting and by a majority
vote of shares represented in person or by proxy at such meeting. Such
adjournment shall be until a specific time and place, and the time and place for
the reconvened meeting shall be announced at the meeting and reflected in the
minutes thereof. In addition, if the adjourned date is less than ten (10) days
after the date of the meeting at which an adjournment proposal was passed, a
public announcement shall be made by the corporation as to the time and place
for the reconvened meeting; or, if the adjourned date for the reconvened meeting
is ten (10) days or more after the date of the meeting at which the




adjournment proposal was passed, notice of the time and place of the reconvened
meeting shall be sent by first class mail to all shareholders of record at least
ten (10) days prior to such reconvened meeting.

                                   ARTICLE II

                                    Directors

         Section 1. The Board of Directors shall have the general management and
control of all business and affairs of the corporation and shall exercise all
the powers that may be exercised or performed by the corporation under the
statutes, its Articles of Incorporation and its Bylaws.

         Section 2. (a) The Board of Directors shall consist of such number of
directors, not less than three, the exact number to be fixed from time to time
solely by resolution of the Board of Directors, acting by not less than a
majority of the directors then in office.

                  (b) The Board of Directors shall be divided into three
classes, with the term of office of one class expiring each year. At the Annual
Meeting of Shareholders in 1986, two directors of the first class shall be
elected to hold office for a term expiring at the 1987 Annual Meeting, two
directors of the second class shall be elected to hold office for a term
expiring at the 1988 Annual Meeting, and one director of the third class shall
be elected to hold office for a term expiring at the 1989 Annual Meeting.
Commencing with the Annual meeting of Shareholders in 1987, each class of
directors whose term shall then expire shall be elected to hold office for a
three-year term. In the case of any vacancy on the Board of Directors, including
a vacancy created by an increase in the number of directors, the vacancy shall
be filled by election of the Board of Directors with the director so elected to
serve for the remainder of the term of the director being replaced or, in the
case of an additional director, for the remainder of the term of the class to
which the director has been assigned. All directors shall continue in office
until the election and qualification of their respective successors in office.
When the number of directors is changed, any newly created directorships shall
be so assigned among the classes by a majority of the directors then in office,
though less than a quorum, as to make all classes as nearly equal in number as
possible. No decrease in the number of directors shall have the effect of
shortening the term of any incumbent director.

                  (c) Any director or directors may be removed from office at
any time, but only for cause and only by the affirmative vote of at least 80% of
the votes entitled to be cast by holders of all the outstanding shares of Voting
Stock (as defined in Article XIII of the corporation's Articles of
Incorporation), voting together as a single class.

                  (d) In the event that the Board of Directors increases the
number of directors or fills a vacancy on the Board in accordance with the
provisions of paragraph (b) of this Section 2, the Board of Directors shall give
written notice to the shareholders of the corporation of any increase in the
number of directors and of pertinent information regarding any director so
elected by the Board to fill a vacancy. Such written notice shall be effected by
inclusion of such information in the next mailing to shareholders of the
corporation following any such increase in the number of directors or election
of a director to fill a vacancy by the Board.




         Section 3. Subject to the rights of holders of any class or series of
stock having a preference over the common shares as to dividends or upon
liquidation, nominations for the election of directors may be made by the Board
of Directors or a committee to be appointed by the Board of Directors or by any
shareholder entitled to vote generally in the election of directors. However,
any shareholder entitled to vote generally in the election of directors may
nominate one or more persons for election as directors at a meeting only if
written notice of such shareholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the secretary of the corporation not less than fifty
(50) nor more than seventy-five (75) days prior to the meeting; provided,
however, that in the event that less than sixty (60) days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of meeting was mailed or such public disclosure was made, whichever first
occurs. Each such notice to the secretary shall set forth: (i) the name and
address of record of the shareholder who intends to make the nomination; (ii) a
representation that the shareholder is a holder of record of shares of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (iii) the name, age, business and residence addresses, and principal
occupation or employment of each nominee; (iv) a description of all arrangements
or understandings between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (v) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (vi) the consent of each nominee to
serve as a director of the corporation if so elected. The corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the corporation to determine the eligibility of such proposed
nominee to serve as a director of the corporation. The presiding officer of the
meeting may, if the facts warrant, determine that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.

         Section 4. The Board of Directors may meet regularly at such time and
place as it shall fix by resolution, and no notice of regular meetings shall be
required. Special meetings of the Board of Directors may be called by the
chairman of the board, the president or by any majority of directors by giving
at least twenty-four (24) hours' notice to each of the other directors by mail,
telephone, telegraph, or in person.

         Section 5. A majority of the directors shall constitute a quorum for
the transaction of business. Any act which might have been taken at a meeting of
the Board of Directors may be taken without a meeting if authorized in a writing
signed by all of the directors, and any such action shall be as valid and
effective in all respects as if taken by the Board at a regular meeting.

         Section 6. The Board of Directors shall fix and change, as it may from
time to time determine, the compensation to be paid the president. The president
shall fix and change the compensation to be paid the other officers of the
corporation. See Article III.

         Section 7. The Board of Directors may, by unanimous affirmative action
of the entire Board of Directors designate two (2) or more of their number to
constitute an Executive




Committee which, to the extent determined by the Board, shall have and exercise
the authority of the Board in the management of the business of the corporation.
Such Executive Committee shall act only in the interval between meetings of the
Board and shall be subject at all times to the control and direction of the
Board.

                                   ARTICLE III

                                    Officers

         Section 1. The officers of this corporation shall be a president, a
treasurer a secretary and such vice presidents and other officers as may from
time to time be elected by the Board of Directors. If a Chairman of the Board of
Directors is elected, he shall have the status of an officer of the corporation.
All officers shall be elected by the Board of Directors and shall serve at the
pleasure of the Board of Directors. Any two (2) of the offices, except those of
the president and vice president, may be held by the same person.

         Section 2. The president may fix and change, as he may from time to
time determine, the compensation to be paid the officers, other than the
president, and the employees of the corporation, subject to the power of the
directors to fix and change the compensation of the officers.

         Section 3. The vice president, or executive vice president if there is
more than one, shall perform the duties and assume the responsibilities of the
president in the absence or inability to act of the president. In case of death,
resignation or permanent disability of the president, the executive vice
president shall act as president until the Board of Directors designates such
new president.

         Section 4. The secretary shall keep a record of the minutes of the
proceedings of meetings of directors and of shareholders, and shall give notice
of such meetings as required in these Bylaws or by the Board of Directors.

         Section 5. The treasurer shall keep accounts of all monies and other
assets of the corporation received or disbursed, shall deposit all monies and
valuables in the name of and to, the credit of the corporation in such banks or
depositories or with such custodians as may be authorized to receive the same by
these Bylaws and by the Board of Directors, and shall render such accounts
thereof as may be required by the Board of Directors, the president or the
shareholders.

         Section 6. The Chairman of the Board of Directors, or the president if
there be no Chairman, shall preside at all meetings of the Board of Directors
and of the shareholders, shall make such reports to the Board and to the
shareholders as may from time to time be required of him and shall have such
other powers and perform such other duties as are incident to his office or as
may be from time to time assigned to him by the Board of Directors.




                                   ARTICLE IV

                                     Office

         The principal office of the corporation shall be in the state of
Minnesota. The corporation may also have an office or offices in such other
places and in such other states as the Board of Directors may from time to time
authorize and establish.

                                    ARTICLE V

                           No Seal; Stock Certificates

         Section 1. The corporation shall have no corporate seal.

         Section 2. Stock certificates issued by the corporation shall be signed
by any two (2) officers. When a certificate is signed by a transfer agent or
registrar, the signature of any such officer may be facsimiled, engraved or
printed.

                                   ARTICLE VI

                            Closing of Stock Records
                            or Fixing of Record Date

         The Board of Directors shall have power to close the stock records of
the corporation for a period not to exceed sixty (60) days preceding the date of
any meeting of shareholders or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or for a period not exceeding
sixty (60) days in connection with obtaining the consent of shareholders for any
purpose; provided, however, that in lieu of closing the stock records, the Board
of Directors may fix in advance a date not exceeding sixty (60) days preceding
the date of any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent of shareholders, or for the determination
of shareholders entitled to receive payment of any such dividend or to receive
any such allotment of rights or to exercise rights in respect of any such
change, conversion or exchange of capital stock, or to give any such consent, as
the case may be, and in such case only such shareholders shall be shareholders
of record on the date so fixed shall be entitled to such notice of and to attend
such meeting, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise any rights, or to give such consent, as the
case may be, notwithstanding the transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.

                                   ARTICLE VII

                                 Indemnification

         Section 1. Definitions. (a) For purposes of this Article, the terms
defined in this Section have the meanings given them.




                  (b) 'Corporation' includes a domestic or foreign corporation
that was the predecessor of the corporation in a merger or other transaction in
which the predecessor's existence ceased upon consummation of the transaction.

                  (c) 'Official capacity' means (1) with respect to a director,
the position of director in the corporation, (2) with respect to a person other
than a director, the elective or appointive office or position held by an
officer, member of a committee of the Board, or the employment or agency
relationship undertaken by an employee or agent of the corporation (3) with
respect to a director, officer, employee or agent of the corporation who, while
a director, officer, employee or agent of the corporation, is or was serving at
the request of the corporation or whose duties in that position involve or
involved service as a director, officer, partner, trustee, or agent of another
organization or employee benefit plan, the position of that person as a
director, officer, partner, trustee, employee or agent, as the case may be, of
the other organization or employee benefit plan.

                  (d) 'Proceedings' means a threatened, pending or completed
civil, criminal, administrative, arbitration or investigative proceeding,
including a proceeding by or in the right of the corporation.

                  (e) 'Special legal counsel' means counsel who has not
represented the corporation or a related corporation, or a director, officer,
employee or agent whose indemnification is in issue.

         Section 2. Indemnification mandatory; standard. (a) Subject to the
provisions of Section 4, the corporation shall indemnify a person made or
threatened to be made a party to a proceeding by reason of the former or present
official capacity of the person against judgments, penalties, fines, including
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements and reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the person complained
of in the proceeding, the person:

                           (1) has not been indemnified by another organization
or employee benefit plan for the same judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with the
proceeding with respect to the same acts or omissions;

                           (2) acted in good faith;

                           (3) received no improper personal benefit and
Minnesota Statutes, Section 302A.255, if applicable, has been satisfied;

                           (4) in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and

                           (5) in the case of acts or omissions occurring in the
official capacity described in Section 1, paragraph (c), clause (1) or (2),
reasonably believed that the conduct was




in the best interests of the corporation, or in the case of acts or omissions
occurring in the official capacity described in Section 1, paragraph (c), clause
(3), reasonably believed that the conduct was not opposed to the best interests
of the corporation. If the person's acts or omissions complained of in the
proceeding relate to conduct as a director, officer, trustee, employee or agent
of an employee benefit plan, the conduct is not considered to be opposed to the
best interests of the corporation if the person reasonably believed that the
conduct was in the best interests of the participants or beneficiaries of the
employee benefit plan.

                  (b) The termination of a proceeding by judgment order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent does
not, of itself, establish that the person did not meet the criteria set forth in
this Section 2.

         Section 3. Advances. Subject to the provisions of Section 4, if a
person is made or threatened to be made a party to a proceeding, the person is
entitled, upon written request to the corporation, to payment or reimbursement
by the corporation of reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in advance of the final disposition of the
proceeding, (a) upon receipt by the corporation of a written affirmation by the
person of a good faith belief that the criteria for indemnification set forth in
Section 2 have been satisfied and a written undertaking by the person to repay
all amounts so paid or reimbursed by the corporation, if it is ultimately
determined that the criteria for indemnification have not been satisfied, and
(b) after a determination that the facts then known to those making the
determination would not preclude indemnification under this Article. The
written-undertaking required by clause (a) is an unlimited general obligation of
the person making it, but need not be secured and shall be accepted without
reference to financial ability to make the repayment.

         Section 4. Reimbursement to witness. The corporation shall reimburse
expenses including attorneys' fees and disbursements, incurred by a person in
connection with an appearance as a witness in a proceeding at a time when the
person has not been made or threatened to be made a party to a proceeding.

         Section 5. Determination of eligibility. (a) All determinations whether
indemnification of a person is required because the criteria set forth in
Section 2 have been satisfied and whether a person is entitled to payment or
reimbursement of expenses in advance of the final disposition of a proceeding as
provided in Section 3 shall be made:

                           (1) By the Board by a majority of a quorum. Directors
who are at the time parties to the proceeding shall not be counted for
determining either a majority or the presence of a quorum;

                           (2) If a quorum under clause (1) cannot be obtained,
by a majority of a Committee of the Board, consisting solely of two or more
directors not at the time parties to the proceeding, duly designated to act in
the matter by a majority of the full Board including directors who are parties;

                           (3) If a determination is not made under clause (1)
or (2), by special legal counsel, selected either by a majority of the Board or
a committee by vote pursuant to clause (1) or (2) or, if the requisite quorum of
the full Board cannot be obtained and the committee cannot




be established, by a majority of the full Board including directors who are
parties;

                           (4) If a determination is not made under clauses (1)
to (3), by the shareholders, excluding the votes of shares held by parties to
the proceeding; or

                           (5) If an adverse determination is made under clauses
(1) to (4) or under paragraph (b), or if no determination is made under clauses
(1) to (4) or under paragraph (b) within sixty (60) days after the termination
of a proceeding or after a request for an advance of expenses, as the case may
be, by a court in Minnesota, which may be the same court in which the proceeding
involving the person's liability took place, upon application of the person and
any notice the court requires.

                  (b) With respect to a person who is not, and was not at the
time of the acts or omissions complained of in the proceedings, a director,
officer or person possessing, directly or indirectly, the power to direct or
cause the direction of the management or policies of the corporation, the
determination whether indemnification of this person is required because the
criteria set forth in Section 2 have been satisfied and whether this person is
entitled to payment or reimbursement of expenses in advance of the final
disposition of a proceeding as provided in Section 3 may be made by an
annually-appointed committee of the Board, having at least one member who is a
director. The committee shall report at least annually to the Board concerning
its actions.

         Section 6. Insurance. The corporation may purchase and maintain
insurance on behalf of a person in that person's official capacity against any
liability asserted against and incurred by the person in or arising from that
capacity, whether or not the corporation would have been required to indemnify
the person against the liability under the provisions of this Article.

         Section 7. Disclosure. The amount of any indemnification or advance
paid pursuant to this Article and to whom and on whose behalf it was pa id shall
be reported as part of the annual financial statements furnished to shareholders
pursuant to Minnesota Statutes, Section 302A.463 covering the period when the
indemnification or advance was paid or accrued under the accounting method of
the corporation reflected in the financial statements.

         Section 8. Discretionary indemnification. Nothing in this Article VII
shall be construed to limit the ability of the Board of Directors, to the extent
permitted by applicable law, to indemnify any person or entity not described in
this Article VII pursuant to, and to the extent described in, an agreement
authorized in accordance with the provisions of Section 5(a) above, or as
otherwise determined by the Board of Directors in its discretion. Furthermore,
the Board of Directors may authorize written agreements between the Company and
persons, whether or not described in this Article VII, to grant contractual
rights to such persons as permitted by law.

                                  ARTICLE VIII

                        Adoption and Amendment of Bylaws

         Section 1. The Board of Directors may alter or amend these Bylaws and
may make or adopt additional Bylaws subject to the power of the Shareholders to
change or repeal the Bylaws,




except that the Board of Directors shall not make or alter any Bylaws fixing
their qualifications, classifications or term of office, or reducing their
number.

         Section 2. The shareholders may alter or amend these Bylaws and may
make or adopt additional Bylaws by a majority vote at any annual meeting of the
shareholders or at any special meeting called for that purpose, except as may be
provided by Article IX or any other provisions of the Articles of Incorporation
of the corporation.




                                  Certification

         The undersigned, _____________________________, Secretary of St. Jude
Medical, Inc., a corporation duly incorporated under the laws of the state of
Minnesota, hereby certifies that the Bylaws attached hereto are true and
correct; as amended to date.

         Executed this _____ day of _________________, 19____.


                                         -------------------------------------
                                         Secretary