Summary of ST JUDE MEDICAL INC

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 8, 2009, at the 2009 Annual Meeting of Shareholders (the "Annual Meeting") of St. Jude Medical, Inc. (the "Company"), the Company's shareholders approved the St. Jude Medical, Inc. Management Incentive Compensation Plan (the "Plan"). The Plan is designed to attract, retain and reward highly qualified executives who are important to the Company's success and to provide incentives relating directly to the financial performance and long-term growth of the Company. Executive officers and other designated employees of the Company are eligible to participate in the Plan.

Pursuant to the Plan, within the first 90 days of each fiscal year, the Compensation Committee determines: (1) the percentage of each employee's salary that may be awarded as a cash bonus for the fiscal year (up to a maximum award of the greater of $3,000,000 or 1.5% of the Company's consolidated after tax net profits for the fiscal year); (2) the employees eligible to participate in the Plan for the fiscal year; (3) financial performance goals for each employee on which a cash bonus will be paid; (4) each employee's cash bonus for the fiscal year; and (5) the frequency at which each employee's cash bonus will be paid when attained. Individual awards will be based on attainment of performance goals based on the stock price of the Company's shares, the Company's earnings per share, market share, sales, return on equity, asset management, or the expenses or profitability of the Company or any division or subsidiary, or any combination of such goals. For non-executive employees, subjective, individual performance goals may also be established. Because the amounts to be received under the Plan can only be determined based on the future performance of the Company and the eligible employees, it is not possible to determine the benefits that will be received by employees under the Plan. The Compensation Committee has the right to reduce the amount of any award even if the goals have been attained.

This summary of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference. A more detailed summary of the Plan can be found in the Company's Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 24, 2009.