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Retirement Plan - St. Jude Medical Inc.

                             ST. JUDE MEDICAL, INC.


     St. Jude  Medical,  Inc.  ('St.  Jude'),  a Minnesota  corporation,  hereby
establishes this Retirement Plan (the 'Plan'),  effective as of January 1, 1988,
for the purpose of rewarding  members of the Board of Directors of St. Jude (the
'Board') for their  efforts in making St.  Jude's  business  successful,  and to
provide benefits to them upon retirement, disability or death.

     1. Definitions.

          1.1  'Administrative  Committee'  shall mean the  committee  appointed
               pursuant to Section 7 hereof.

          1.2  'Effective Date' shall mean January 1, 1988.

          1.3  'Normal Retirement Benefit' shall equal the Participant's average
               annual retainer fee during his or her period of Board  membership
               calculated by dividing the  Participant's  total retainer fees by
               the number of years of  service,  or  fraction  thereof  based on
               completed months of service,  for which the Participant  received
               such retainer  fees.  Solely for purposes of this  definition and
               notwithstanding  anything  in Section  1.7 to the  contrary,  all
               completed  years and  months of  service  prior to and after 1988
               shall be counted in full. In no event shall the average  retainer
               fee for any Board member on March 1, 1995 be less than $24,000.

          1.4  'Normal Retirement Date' shall mean the later of:

               1.4.1  the day following the Participant's 60th birthday, or

               1.4.2  the day on which the  Participant is no longer a member of
                      the Board.

          1.5  'Participant' shall mean a member of the Board of St. Jude who is
               not a full-time employee of St. Jude.

          1.6  'Totally  Disabled'  or  'Total  Disability'  shall  mean (a) the
               inability  of an  injured  or ill  Participant  to  engage  in or
               perform the duties of his regular occupation or employment within
               the first two years of such  disability;  and (b) after the first
               two years of such disability, the inability of the Participant to
               engage  in any  paid  employment  or work for  which  he may,  by
               education and training,  including rehabilitative training, be or
               reasonably become qualified.

          1.7  'Year Of Service' shall mean the following:

               1.7.1  For  purposes  of vesting  under  paragraph  3.1,  Year of
                      Service  shall  mean a  twelve  consecutive  month  period
                      during  which  the  Participant  serves as a member of the
                      Board. In addition,  the twelve  consecutive month period,
                      which includes the  Participant's  Normal Retirement Date,
                      shall  constitute one Year of Service under paragraph 3.1,
                      notwithstanding the fact that the Participant may not have
                      served on the Board for the entire twelve months.

               1.7.2  Year of Service for purposes of payment of benefits  under
                      Article 4 shall  mean a twelve  consecutive  month  period
                      beginning on or after the Effective Date, during which the
                      Participant serves as a member of the Board. In addition,

               Each twelve consecutive month period served by a
                                Board member prior to the  Effective  Date shall
                                count as six months  towards a Year of  Service,
                                so that two  twelve  consecutive  month  periods
                                served  prior to  January  1, 1988  count as one
                                Year of Service under the Plan.

               With  respect to the  twelve-month  period which
                                includes  the  Participant's  Normal  Retirement
                                Date,  a  Participant  shall  be  credited  with
                                one-twelfth of his Normal Retirement Benefit for
                                each month  during  which he serves on the Board
                                following his last complete Year of Service.

               If a Participant has six months of credit toward
                                a Year of Service under subparagraph and
                                a number of months' credit under,  such
                                credited months may be aggregated to provide the
                                Participant with a Normal Retirement Benefit for
                                the  final  year in which he or his  beneficiary
                                receives   benefits   which  equals  his  Normal
                                Retirement Benefit multiplied by a fraction, the
                                numerator of which equals the aggregated  number
                                of months credited under  subparagraphs
                                and  (or  the   non-aggregated   months
                                credited under either such subparagraph) and the
                                denominator of which equals twelve.

     2.  Eligibility.  Board  members  who qualify as  Participants  and who are
acting as such on the Effective Date shall  automatically be Participants in the
Plan as of the Effective Date. Thereafter, each other Board member who qualifies
as a Participant shall become a Plan Participant effective with his first day of
service as a non-employee Board member.

     3. Vesting.

          3.1  Service.  Payment of benefits under the Plan is conditioned  upon
               the  Participant  completing  five  Years  of  Service.  Years of
               Service  need not be  consecutive.  After the  five-year  service
               condition is met, the Participant's benefit shall be fully vested
               and nonforfeitable, subject to paragraph 3.2.

          3.2  Fidelity.  The payment of benefits  under the Plan is conditioned
               upon the Participant not committing  fraud or dishonesty  against
               or going into  competition with St. Jude. If the Board determines
               that a  Participant  has breached the  condition set forth in the
               previous  sentence,  either before or after he has completed five
               Years of Service,  all of the  Participant's  benefits  under the
               Plan shall be immediately forfeitable and forfeited. However, all
               Plan benefits with respect to all Plan  Participants who have not
               breached   the   condition   set   forth   above   shall   become
               nonforfeitable and this provision shall no longer be effective on
               the later of the last day of the  calendar  year during which the
               Participant  terminates  (a)  employment or (b) membership in the
               Board,  provided the  Participant  satisfies the  requirement  of
               paragraph 3.1.

          3.3  Termination  of plan.  If the Board elects to terminate the Plan,
               the benefits of all current  Participants  who have satisfied the
               requirements  of  paragraphs  3.1 and 3.2  and  who  continue  to
               satisfy 3.2 as long as  required by the terms of that  paragraph,
               shall be fully  vested.  Such  Participants  shall  receive their
               benefits at the times specified in Article 4 below.

          3.4  Change  in  control.  In the event of a Change  in  Control,  the
               benefits of all current  Participants  shall  become  immediately
               fully vested,  whether or not such  Participants  have  completed
               five Years of Service.  Such Participants shall be deemed to have
               satisfied the requirements of paragraph 3.1, shall not be subject
               to the  conditions  of  paragraph  3.2 and shall be  entitled  to
               receive benefits under the Plan in accordance with Article 4.

               3.4.1  'Change in control'  shall mean a change in control  which
                      would be  required to be reported in response to Item 5(f)
                      on Schedule 14A of Regulation  14A  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:

               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

               There  ceases to be a  majority  of the Board of
                                Directors comprised of individuals  described in

               For purposes of this paragraph,  'Board
                                of Directors'  shall mean: (a) individuals  who,
                                on the effective  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

                                Change   in   control   shall   also   mean  the
                                commencement of any insolvency  proceeding by or
                                against St. Jude, including the appointment of a

     4. Payment Of Benefits.

          4.1  Normal  Retirement  Benefit.  A  Participant  who is fully vested
               shall be entitled to receive a Normal  Retirement  Benefit on the
               first   business  day  of  the  calendar   year   following   the
               Participant's  retirement  from  full-time  employment  after his
               Normal  Retirement  Date and such payments  shall  continue to be
               paid on the first  business day of each calendar year  thereafter
               until the number of payments  equals the  Participant's  Years of
               Service,  at which time payments  under the Plan shall cease.  If
               the  Participant  is credited  with a final,  fractional  Year of
               Service  under  paragraph,   the  Participant's   Normal
               Retirement  Benefit  for the  final  year in  which  he  receives
               benefits shall equal his Normal Retirement  Benefit multiplied by
               the fraction described in subparagraph

          4.2  Reappointment   To  The  Board  After   Commencement   Of  Normal
               Retirement Benefits.  No Participant shall receive benefits while
               serving as a member of the Board.  If a Participant  is receiving
               his Normal  Retirement  Benefit and is  reappointed to the Board,
               all payments to the Participant under the Plan shall cease during
               his term and shall  recommence  on the first  business day of the
               first calendar year commencing after his term expires. The number
               of years during which such a  Participant  or his  survivors  may
               receive  benefits  shall equal all of his Years of Service,  both
               before and after his  reappointment to the Board,  minus Years of
               Service   for  which   benefits   had  been  paid  prior  to  the
               Participant's reappointment to the Board.

          4.3  Disability  Benefit.  A Participant  whose  full-time  employment
               terminates  prior  to his  Normal  Retirement  Date  due to Total
               Disability  but who has completed  five Years of Service shall be
               entitled  to  receive  a  benefit  equal to a  Normal  Retirement
               Benefit commencing on the first business day of the calendar year
               following  the  onset  of  the  Participant's  Total  Disability,
               provided he has not violated  paragraph  3.2. Such payments shall
               continue to be paid on the first  business  day of each  calendar
               year   thereafter   until  the  number  of  payments  equals  the
               Participant's  Years of Service, at which time payments under the
               Plan shall cease.

          4.4  Survivor's  Benefit. If the Participant dies before receiving all
               benefits due him under the Plan,  St. Jude shall  continue to pay
               to the  Participant's  designated  beneficiary  the  benefit  the
               Participant  had been  receiving  at the date of his death  under
               paragraph 4.1. If the Participant  had not yet commenced  receipt
               of benefits  under the Plan, St. Jude shall pay to his designated
               beneficiary  the benefits he would have received under  paragraph
               4.1,  provided the  Participant  completed  five Years of Service
               prior to his death and had not breached the  condition  set forth
               in  paragraph  3.2.   Benefit   payments  to  the   Participant's
               beneficiary  shall  commence (or continue) on the first  business
               day of the year  following  the  Participant's  death  and  shall
               continue to be paid on each  anniversary  date thereof  until the
               number of payments,  including  any  payments to the  Participant
               prior to his death,  equals the number of the Participant's Years
               of Service, including any final, fractional Year of Service under
               paragraph,  at which time payments  under the Plan shall
               cease.  Notwithstanding the foregoing, a survivor's benefit shall
               not be paid if the  Participant  has earned fewer than five Years
               of Service.

          4.5  Benefit Personal To Participant. If the Participant is or becomes
               obligated  to turn  over all or part of any Plan  benefit  to his
               current or former  employer,  such benefit  shall not be paid, it
               being the  intent of the Plan that  benefits  be paid only to the
               Participant or pursuant to paragraph 4.4 hereof.

     5. Designation Of Beneficiary. All payments to be made by St. Jude shall be
made to the Participant,  if living. In the event of a Participant's death prior
to the receipt of all benefit payments, all subsequent payments to be made under
the  Plan  shall  be  made  to the  Participant's  beneficiary.  In the  event a
beneficiary dies before receiving all the payments due to such beneficiary,  the
then-remaining  payments  shall  be paid  to the  legal  representatives  of the
beneficiary's  estate. The Participant shall designate a beneficiary by filing a
written  notice of such  designation  with St. Jude in such form as St. Jude may
prescribe.  The Participant may revoke or modify said designation at any time by
a further written designation.  The Participant's  beneficiary designation shall
be deemed automatically revoked in the event of the death of the beneficiary or,
if the beneficiary is the  Participant's  spouse, in the event of dissolution of
marriage.  If no  designation  shall be in effect at the time when any  benefits
payable under this Plan shall become due, the beneficiary shall be the spouse of
the Participant or, if no spouse is then living,  the Participant's  children or
their issue by right of representation or, if none, the legal representatives of
the Participant's estate.

     6.  Facility Of Payment.  In the event a benefit is payable to a minor or a
person incapable of handling the disposition of his property, the Administrative
Committee may pay such benefit to the guardian,  legal  representative or person
having  the  care  or  custody  of  such  minor  or  incompetent   person.   The
Administrative  Committee  may  require  proof  of  incompetency,   minority  or
guardianship  as it may deem  appropriate  prior to distribution of the benefit.
Such distribution shall completely  discharge the  Administrative  Committee and
St. Jude from all liability with respect to such benefit.

     7.  Administration  And Interpretation Of The Plan. The Board shall appoint
an  Administrative  Committee  consisting of two or more senior  managers of St.
Jude to administer and interpret the Plan.  Interpretation by the Administrative
Committee  shall be final and binding  upon a  Participant.  The  Administrative
Committee shall adopt rules and regulations  relating to the Plan as it may deem
necessary or advisable for the administration of the Plan.

     8. Claims Procedure.  If the Participant or the  Participant's  beneficiary
(the  'Claimant')  is denied all or a portion of an expected  benefit under this
Plan for any reason, he may file a claim with the Administrative  Committee. The
Administrative  Committee  shall notify the Claimant within 60 days of allowance
or denial of the claim,  unless the Claimant  receives  written  notice from the
Administrative  Committee  prior to the end of the 60-day  period  stating  that
special circumstances require an extension of the time for decision.  The notice
of the Administrative  Committee's decision shall be in writing, sent by mail to
Claimant's  last known  address and, if a denial of the claim,  must contain the
following information:

          a.   the specific reasons for the denial;

          b.   specific  reference to pertinent  provisions of the Plan on which
               the denial is based; and

          c.   if applicable,  a description  of any  additional  information or
               material  necessary to perfect the claim,  an  explanation of why
               such information or material is necessary,  and an explanation of
               the claims review procedure.

     9.  Review  Procedure.  A Claimant  is  entitled to request a review of any
denial of his claim by the Administrative Committee. The request for review must
be  submitted  in writing  within 60 days of  mailing  of notice of the  denial.
Absent a request for review within the 60-day  period,  the claim will be deemed
to be conclusively  denied. The Claimant or his representative shall be entitled
to review all pertinent documents,  and to submit issues and comments orally and
in writing.

     If the request for review by a Claimant  concerns  the  interpretation  and
application of the provisions of this Plan and St. Jude's obligations,  then the
review shall be conducted by a separate  committee  consisting  of three persons
designated or appointed by the Administrative  Committee. The separate committee
shall afford the Claimant a hearing and the  opportunity to review all pertinent
documents  and submit  issues and  comments,  orally and in  writing,  and shall
render a review  decision  in  writing,  all within 60 days  after  receipt of a
request  for a  review,  provided  that in  special  circumstances  (such as the
necessity of holding a hearing) the  Committee  may extend the time for decision
by not more than 60 days upon written notice to the Claimant. The Claimant shall
receive written notice of the separate  committee's  review  decision,  together
with specific reasons for the decision and reference to the pertinent provisions
of the Plan. If the Claimant's  claim is denied by the separate  committee,  the
Claimant  may  request  arbitration  of the  claim,  as  follows:  The  American
Arbitration  Association  shall be asked to appoint an arbitrator to rule on the
matter in accordance with its Commercial  Arbitration  Rules, as then in effect.
The decision of the Arbitrator  shall be binding and conclusive upon the parties
and St. Jude and the Claimant shall divide equally the costs of the arbitration.

     10. Unsecured Creditor.  The rights of the Participant,  his beneficiary or
estate to benefits under the Plan shall be solely those of an unsecured creditor
of St. Jude.  Any  insurance  policy or other assets  acquired by or held by St.
Jude in connection with the liabilities assumed by it pursuant to the Plan shall
not be deemed to be held under any trust for the benefit of the Participant, his
beneficiary,  or his  estate,  or to be  security  for  the  performance  of the
obligations  of St. Jude but shall be, and  remain,  a general,  unpledged,  and
unrestricted asset of St. Jude.

     11.  Assignment Of Benefits.  Neither the  Participant  nor any beneficiary
under the Plan shall have any right to assign the right to receive any  benefits
under the Plan, and any such assignment shall be invalid.

     12. Board  Membership  Not  Guaranteed  By Plan.  Neither this Plan nor any
action taken  hereunder  shall be construed as giving a Participant the right to
be retained or continue as a member of the Board of Directors.

     13.  Taxes.  St. Jude shall deduct from all  payments  made  hereunder  all
applicable  federal or state  taxes  required  by law to be  withheld  from such

     14.  Amendment  And  Termination.  The Board of St.  Jude may, at any time,
amend or terminate  the Plan,  provided  that the Board may not reduce or modify
any  benefit  payable  to  a  Participant  without  the  prior  consent  of  the

     15. Construction.  The Plan shall be construed according to the laws of the
State of Minnesota.

     16. Form Of  Communication.  Any election,  application,  claim,  notice or
other communication required or permitted hereunder shall be made in writing and
in such form as St. Jude may prescribe.  Such  communication  shall be effective
upon mailing, if sent by first class mail, postage prepaid, and addressed to St.
Jude Medical,  Inc., One Lillehei Plaza,  St. Paul,  Minnesota  55117, or to the
Participant at the address which he files with the Administrative Committee. The
Participant shall notify the  Administrative  Committee in writing of any change
of address.

     17. Captions And Interpretation. The captions at the head of a section or a
paragraph of this Plan are designed for  convenience  of reference  only and are
not to be resorted  to for the purpose of  interpreting  any  provision  of this
Plan.  Where  appropriate,  the masculine  includes the  feminine,  the singular
includes the plural, and vice versa.

     18.  Severability.  The  invalidity  of any  portion of this Plan shall not
invalidate  the remainder  thereof,  and said  remainder  shall continue in full
force and effect.

     19.  Binding  Agreement.  The provisions of this Plan shall be binding upon
the Participant and St. Jude and their successors, assigns, heirs, executors and

                                                 ST. JUDE MEDICAL, INC.



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