FOURTH SUPPLEMENTAL INDENTURE

 
	
  

 
	
 ST. JUDE MEDICAL, INC.

 
	
  

 
	
 AND

 
	
  

 
	
 U.S. BANK NATIONAL ASSOCIATION,

 
	
 AS TRUSTEE

 
	
  

 
	
 Fourth Supplemental Indenture

 
	
  

 
	
 Dated as of April 2, 2013

 
	
  

 
	
 Supplementing the Indenture

 
	
  

 
	
 Dated as of July 28, 2009



 













          FOURTH
SUPPLEMENTAL INDENTURE, dated as of April 2, 2013
(this “Fourth
Supplemental Indenture”), between St. Jude Medical, Inc., a
corporation duly organized and existing under the laws of Minnesota (herein
called the “Company”), and U.S.
Bank National Association, as Trustee (herein called “Trustee”);


RECITALS:


          WHEREAS,
the Company and the Trustee have heretofore executed and delivered an
Indenture, dated as of July 28, 2009 (the “Base
Indenture” and, together with the Fourth Supplemental Indenture, the
“Indenture”),
providing for the issuance from time to time of the Company’s debentures, notes
or other evidences of indebtedness (herein and therein called the “Securities”), to be issued in one or more
series as provided in the Base Indenture; 


          WHEREAS,
Section 12.1 of the Base Indenture permits the Company and the Trustee to enter
into an indenture supplemental to the Base Indenture to establish the form and
terms of any series of Securities; 


          WHEREAS,
Section 2.1 of the Base Indenture permits the form of Securities of any series
to be established in an indenture supplemental to the Base Indenture; 


          WHEREAS,
Section 3.1 of the Base Indenture permits certain terms of any series of
Securities to be established pursuant to an indenture supplemental to the Base
Indenture; 


          WHEREAS,
pursuant to Sections 2.1 and 3.1 of the Base Indenture, the Company desires to
provide for the establishment of two new series of Securities under the Base
Indenture, the form and substance of such Securities and the terms, provisions
and conditions thereof to be set forth as provided in the Base Indenture and
this Fourth Supplemental Indenture; and


          WHEREAS,
all things necessary to make this Fourth Supplemental Indenture a valid agreement
of the Company, in accordance with its terms, have been done.


          NOW,
THEREFORE, for and in consideration of the foregoing and the purchase of the
Securities of the two new series established by this Fourth Supplemental
Indenture by the holders thereof (the “Holders”), it is mutually agreed, for the
equal and proportionate benefit of all such Holders, as follows: 


ARTICLE
1


DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION


          Section
1.01 Relation to Base Indenture. This Fourth Supplemental Indenture
constitutes a part of the Base Indenture (the provisions of which, as modified
by this Fourth Supplemental Indenture, shall apply to the Notes (as defined in
Section 2.01)) in respect of the Notes but shall not modify, amend or otherwise
affect the Base Indenture insofar as it relates to any other series of
Securities or modify, amend or otherwise affect in any manner the terms and
conditions of the Securities of any other series. 


1





          Section
1.02 Definitions. For all purposes of this Fourth
Supplemental Indenture, the capitalized terms used herein (i) which are defined
in this Section 1.02 have the respective meanings assigned hereto in this
Section 1.02 and (ii) which are defined in the Base Indenture (and which
are not defined in this Section 1.02) have the respective meanings assigned
thereto in the Base Indenture. For all purposes of this Fourth Supplemental
Indenture: 


                    (a)          Unless
the context otherwise requires, any reference to an Article or Section refers
to an Article or Section, as the case may be, of this Fourth Supplemental
Indenture; 


                    (b)          The
words “herein,” “hereof” and “hereunder” and words of similar import refer to
this Fourth Supplemental Indenture as a whole and not to any particular
Article, Section or other subdivision; 


                    (c)          Headings
are for convenience of reference only and do not affect interpretations; and 


                    (d)          The
terms defined in this Section 1.02(d) have the meanings assigned to them
in this Section and include the plural as well as the singular:


                    “Interest Payment Date” has the meaning set
forth in Section 2.01(d). 


                    “Interest Period” has the meaning set forth
in Section 2.01(d). 


                    “Maturity Date” has the meaning set forth in
Section 2.01(c). 


                    “Notes” has the meaning set forth in Section
2.01(a).


                    “2023 Notes” has the meaning set
forth in Section 2.01(a).


                    “2043 Notes” has the meaning set
forth in Section 2.01(a).


ARTICLE
2


GENERAL
TERMS AND CONDITIONS OF THE NOTES


          Section
2.01 Terms of Notes. Pursuant to Sections 2.1 and 3.1 of the
Base Indenture, there are hereby established two new series of Securities, the
terms of which shall be as follows: 


                    (a)          Designation. There are hereby
authorized and established two new series of Securities under the Base
Indenture, known and designated as the “3.25% Senior Notes due 2023” (the “2023 Notes”)
and the “4.75% Senior Notes due 2043” (the “2043 Notes” and, together
with the 2023 Notes, the “Notes”)
of the Company. Each series of Notes is unlimited in aggregate principal
amount. The initial aggregate principal amount of the 2023 Notes to be issued
under this Fourth Supplemental Indenture shall be $900,000,000 and the initial
aggregate principal amount of the 2043 Notes to be issued under this Fourth
Supplemental Indenture shall be $700,000,000. Any additional amounts of the
Notes to be issued shall be set forth in a Company Order.


2





                    (b)          Form and Denominations. The Notes
will be issued only in fully registered form, and the authorized denominations
of the Notes shall be $2,000 principal amount and any integral multiple of
$1,000 in excess thereof. The Notes will initially be issued in the form of one
or more Global Securities substantially in the form of Exhibit A
attached hereto, with such modifications thereto as may be approved by the
authorized officer executing the same. The Notes will be denominated in U.S.
dollars and payments of principal, premium, if any, and interest will be made
in U.S. dollars. 


                    (c)          Maturity Date. The Stated
Maturity of principal for the 2023 Notes shall be April 15, 2023 and the Stated
Maturity of principal for the 2043 Notes shall be April 15, 2043 (each, the “Maturity Date”). 


                    (d)          Interest. Interest on the Notes
payable on any Interest Payment Date (as defined below), the respective
Maturity Date, or if applicable, the Redemption Date (as determined in
accordance with Section 4.2 of the Base Indenture) shall be the amount accrued
from, and including, the immediately preceding Interest Payment Date in respect
of which interest has been paid or duly provided for (or from, and including,
the original issue date of April 2, 2013, if no interest has been paid or duly
provided for with respect to the Notes) to, but excluding, such Interest
Payment Date, Maturity Date or, if applicable, Redemption Date, as the case may
be (each, an “Interest Period”).
The Notes will bear interest at the rate of 3.25% per year for the 2023 Notes
and 4.75% per year for the 2043 Notes from the original issue date thereof to the
respective Maturity Date. Interest on the Notes shall be payable semi-annually
in arrears on April 15 and October 15 of each year, beginning on
October 15, 2013 (each such date, an “Interest
Payment Date”). The amount of interest payable for any semi-annual
Interest Period will be computed on the basis of a 360-day year consisting of
twelve 30-day months. In the event any Interest Payment Date on or before the
Maturity Date falls on a day that is not a Business Day, the interest payment
due on that date will be postponed to the next day that is a Business Day and
no interest shall accrue as a result of such postponement. 


          In the
event the Maturity Date or a Redemption Date for any Note falls on a day that
is not a Business Day, then the related payments of principal, premium, if any,
and interest may be made on the next succeeding date that is a Business Day
(and no additional interest will accumulate on the amount payable for the
period from and after the Maturity Date for such Note). The term “Business Day”
means, with respect to any Note, any day, other than a Saturday, Sunday or any
other day on which banking institutions in the City of New York are authorized
or obligated by law or executive order to close. Interest due on the Maturity
Date or a Redemption Date (in each case, whether or not an Interest Payment
Date) will be paid to the Person to whom principal of such Notes is payable. 


                    (e)          Sinking Fund; Holder Repurchase Right.
The Notes shall not be subject to any sinking fund or analogous provision or be
redeemable at the option of the Holders. 


3





                    (f)          Forms. The Notes shall be
substantially in the form of Exhibit A attached hereto, with such
modifications thereto as may be approved by the authorized officer executing
the same. 


                    (g)          Appointment of Agent. The Trustee
will initially be the Registrar and Paying Agent with respect to the Notes.


                    (h)          Satisfaction and Discharge of Indenture/Defeasance.
Until the applicable Maturity Date, the Notes will be subject to Sections 11.2
and 11.3 of the Base Indenture; provided, however, that in connection
with any deposit of funds with the Trustee pursuant to Section 11.2 of the Base
Indenture upon any redemption that requires the payment of a premium, the
amount deposited with the Trustee will be sufficient to the extent that an
amount is deposited with the Trustee equal to the premium calculated as of the
date of the notice of redemption, with any deficit on the Redemption Date
required to be deposited with the Trustee on or prior to the Redemption Date. 


                    (i)          Further
Issues. The Company may from time to time, without the consent of the
Holders of either series of Notes, issue additional Notes with respect to
either such series. Any such additional Notes will have the same ranking,
interest rate, maturity date and other terms as the respective series of Notes.
Any such additional Notes, together with the related series of Notes herein
provided for, will constitute a single series of Securities under the
Indenture. 


ARTICLE
3


EVENTS
OF DEFAULT


          Section
3.01. Events of Default. Pursuant to Section
3.1 of the Base Indenture, the term “Event of Default” with respect to each
series of Notes shall include, in addition to those otherwise set forth in
Section 7.1 of the Base Indenture, the following: the occurrence with
respect to any Debt of the Company in an aggregate principal amount of
$75,000,000 or more of (a) an event of default that results in such Debt
becoming due and payable prior to its scheduled maturity (after giving effect
to any applicable grace period) or (b) the failure to make any payment
when due (including any applicable grace period) which results in the
acceleration of the maturity of such Debt, in each case without such
acceleration having been rescinded, annulled or otherwise cured.


ARTICLE
4


REDEMPTION
OF THE NOTES


          Section
4.01 Optional Redemption by Company. Each
series of Notes may be redeemed at the option of the Company on the terms and
conditions set forth in the form of Note as set forth as Exhibit A.


4





ARTICLE
5


CHANGE
OF CONTROL


          Section
5.01 Offer to Purchase Upon Change of Control Triggering
Event. Upon the occurrence of a Change of Control Triggering
Event (as defined in the form of Note set forth as Exhibit A), and
unless the Company has exercised its option to redeem the Notes pursuant to
Section 4.01, the Company shall be required to make an offer to each Holder of
the applicable series of the Notes to repurchase all or any part (equal to
$2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s
Notes on the terms and conditions set forth in the form of Note set forth as Exhibit A.


ARTICLE
6


MISCELLANEOUS


          Section
6.01 Relationship to Existing
Base Indenture. This
Fourth Supplemental Indenture is a supplemental indenture within the meaning of
the Base Indenture. The Base Indenture, as supplemented and amended by this
Fourth Supplemental Indenture, is in all respects ratified, confirmed and
approved and, with respect to the Notes, the Base Indenture, as supplemented
and amended by this Fourth Supplemental Indenture, shall be read, taken and
construed as one and the same instrument.


          Section
6.02 Modification of The
Existing Base Indenture. Except
as expressly modified by this Fourth Supplemental Indenture, the provisions of
the Base Indenture shall govern the terms and conditions of the Notes. 


          Section
6.03 Governing Law. This Fourth Supplemental Indenture shall
be governed by and construed in accordance with the laws of the State of New
York.


          Section
6.04 Counterparts. This Fourth Supplemental Indenture may
be executed in any number of counterparts, each of which when so executed shall
be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument. 


          Section
6.05 Trustee Makes No
Representation. The
recitals contained herein are made by the Company and not by the Trustee, and
the Trustee assumes no responsibility for the correctness thereof. The Trustee
makes no representation as to the validity or sufficiency of this Fourth
Supplemental Indenture (except for its execution thereof and its certificates of
authentication of the Notes). 


          Section
6.06  Separability. In case any provision in the
Base Indenture, this Fourth Supplemental Indenture or the Notes shall for any
reason be held to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


[Signature page follows]


5





          IN
WITNESS WHEREOF, the parties hereto have caused this
Fourth Supplemental Indenture to be duly executed and attested all as of the
day and year first above written. 


Dated: April 2, 2013


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ST. JUDE MEDICAL, INC.,
 

 
	
  

 	
 as Issuer

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Donald J. Zurbay

 	
  

 
	
  

 	
  

 	
 Name: Donald J. Zurbay

 	
  

 	
  

 
	
  

 	
  

 	
 Title:   Vice President, Finance and Chief Financial Officer

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 U.S. BANK NATIONAL ASSOCIATION,

 
	
  

 	
 as Trustee

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Raymond S. Haverstock

 	
  

 	
  

 
	
  

 	
  

 	
 Name: Raymond S. Haverstock

 
	
  

 	
  

 	
 Title:   Vice President

 










EXHIBIT A

[Form of Senior Notes]


          THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF THE
DEPOSITARY WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE OR ANY AGENT
THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. THIS SECURITY
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 


          UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN. 


ST. JUDE MEDICAL, INC.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 No. ___

 	
 CUSIP
 NO./ISIN NO. [2023 Notes: 790849 AJ2/US790849AJ26] 

 
	
  

 	
  

 	
  

 	
 [2043 Notes:
 790849 AK9/US790849AK98]

 
	
  

 	
  

 	
  

 	
 $______________

 
					


          Interest.
St. Jude Medical, Inc., a corporation duly incorporated and subsisting under
the laws of the State of Minnesota (herein called the “Company”, which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of _____________ DOLLARS ($_________), as revised by the Schedule
of Increases or Decreases in Global Security attached hereto, on [2023 Notes:
April 15, 2023] [2043 Notes: April 15, 2043] and to pay interest thereon from
April 2, 2013 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on April 15 and
October 15 in each year, commencing October 15, 2013, at the rate of [2023
Notes: 3.25%] [2043 Notes: 4.75%] per annum, until the principal hereof is paid
or made available for payment. 


A-1





          Method of
Payment. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the April 1 or
October 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. 


          Payment of
the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Trustee maintained for that purpose in New
York, New York, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts. 


          Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place. 


          Authentication.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose. 


A-2





         IN
WITNESS WHEREOF, the
Company has caused this instrument to be duly executed under its corporate
seal. 


	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
 April 2,
 2013

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ST. JUDE MEDICAL, INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
  



 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title:

 


A-3






[FORM OF CERTIFICATION OF AUTHENTICATION]


CERTIFICATE OF AUTHENTICATION


          This is one
of the Securities of the series designated therein referred to in the
within-mentioned Indenture.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 U.S. BANK NATIONAL ASSOCIATION,

 	
  

 
	
  

 	
 as Trustee

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  



 	
  

 
	
  

 	
  

 	
 Authorized
 Signatory

 	
  

 



A-4





[Form of Reverse of Note]


          Indenture.
This Security is one of a duly authorized issue of securities of the Company
(herein called the “Securities”), issued
and to be issued in one or more series under an Indenture, dated as of July 28,
2009 (herein called the “Base Indenture”,
which term shall have the meaning assigned to it in such instrument), as
supplemented by a Fourth Supplemental Indenture, dated as of April 2, 2013
(herein called the “Fourth Supplemental
Indenture”, and together with the Base Indenture, the “Indenture”), between the Company and U.S.
Bank National Association, as Trustee (herein called the “Trustee,” which term includes any
successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, initially limited in aggregate principal amount to $[2023
Notes: $900,000,000] [2043 Notes: $700,000,000]. The Company may at any time
issue additional securities under the Indenture in unlimited amounts having the
same terms as the Securities. 


          Optional
Redemption. The Securities of this series are subject
to redemption at the Company’s option, (A) at any time and from time to time,
until [2023 Notes: January 15, 2023] [2043 Notes: October 15, 2042] ([2023
Notes: three] [2043 Notes: six] months prior to the Maturity Date of the
Notes), in whole or in part, upon not less than 30 nor more than 60 days’
notice delivered to each Holder of Securities to be redeemed at his address as
it appears in the records of the Registrar, on any date prior to their Stated
Maturity at a Redemption Price equal to the greater of (i) 100% of the
principal amount of such Securities to be redeemed, plus accrued and unpaid
interest thereon to the Redemption Date and (ii) as determined by an
Independent Investment Banker (as defined below), the sum of the present values
of the remaining scheduled payments of principal and interest thereon (not including
any portion of such payments of interest accrued as of the Redemption Date)
discounted to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined
below), plus [2023 Notes: 25] [2043 Notes: 30] basis points, plus accrued and
unpaid interest thereon to, but excluding, the Redemption Date; provided
that unless the Company defaults in payment of the Redemption Price, on or
after the Redemption Date, interest will cease to accrue on the Securities or
portions thereof called for redemption; or (B) on or after [2023 Notes: January
15, 2023] [2043 Notes: October 15, 2042] ([2023 Notes: three] [2043 Notes: six]
months prior to the Maturity Date of the Notes), in whole at any time or in
part from time to time, at a Redemption Price equal to 100% of the aggregate
principal amount of the Notes being redeemed, plus accrued and unpaid interest,
if any, to, but excluding, the Redemption Date.


          For
purposes of determining the optional redemption price, the following
definitions are applicable:


          “Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated on the third business day preceding the Redemption Date, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the related Comparable Treasury Price for such
Redemption Date. 


A-5





          “Comparable
Treasury Issue” means the United States Treasury
security or securities selected by the Independent Investment Banker as having
a maturity comparable to the remaining term of the Securities to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Securities. 


          “Comparable
Treasury Price” means, with respect to any Redemption
Date, (1) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer
than four Reference Treasury Dealer Quotations, the average of all Reference
Treasury Dealer Quotations so received.


          “Independent
Investment Banker” means the Reference Treasury Dealer
appointed by the Company.


          “Reference
Treasury Dealer” means Merrill Lynch, Pierce, Fenner
& Smith Incorporated and a Primary Treasury Dealer (as defined herein)
selected by Wells Fargo Securities, LLC, and its successors and one other
nationally recognized investment banking firm; provided,
however, that, if the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a “Primary Treasury Dealer”), the Company shall substitute therefor another
nationally recognized investment banking firm that is a Primary Treasury
Dealer.  


          “Reference
Treasury Dealer Quotations” means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices
for the Comparable Treasury Issue for the Securities (expressed in each case as
a percentage of its principal amount) quoted in writing to the Independent
Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City
time, on the third Business Day preceding such Redemption Date. 


          In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.


          Change of
Control. If a Change of Control Triggering Event
occurs, unless the Company has exercised its right to redeem the Securities as
described above, it will be required to make an offer to repurchase all, or any
part (equal to $2,000 or any integral multiples of $1,000 in excess thereof), of
each Holder’s Securities pursuant to the offer described below (the “Change of
Control Offer”) on the terms set forth herein. In the Change
of Control Offer, the Company will be required to offer payment in cash equal
to 101% of the aggregate principal amount of Securities repurchased plus
accrued and unpaid interest, if any, on the Securities repurchased, to, but
excluding, the date of purchase (the “Change of Control Payment”).


A-6





          Within 30
days following any Change of Control Triggering Event or, at the Company’s
option, prior to any Change of Control but after the public announcement of the
pending Change of Control, the Company will be required to deliver a notice to
Holders of Securities describing the transaction or transactions that constitute
or may constitute the Change of Control Triggering Event and offering to
repurchase the Securities on the date specified in the notice, which date will
be no earlier than 30 days and no later than 60 days from the date such notice
is delivered (the “Change of Control Payment Date”), pursuant to the
procedures required herein and described in such notice. The Company must
comply with the requirements of Rule 14e-1 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”),
and any other securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with the repurchase of the
Securities as a result of a Change of Control Triggering Event. To the extent
that the provisions of any securities laws or regulations conflict with the
Change of Control provisions herein, the Company will be required to comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under the Change of Control provisions herein by
virtue of such conflicts. 


          On the
Change of Control Payment Date, the Company will be required, to the extent
lawful, to: 


          (a) accept
for payment all Securities or portions of Securities properly tendered, and not
validly withdrawn, pursuant to the Change of Control Offer; 


          (b) deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Securities or portions of Securities properly tendered and not
validly withdrawn; and 


          (c) deliver
or cause to be delivered to the Trustee the Securities properly accepted
together with an Officers’ Certificate stating the aggregate principal amount
of Securities or portions of Securities being purchased by the Company. 


          The Paying
Agent will be required to deliver promptly to each Holder who properly tendered
Securities the purchase price for such Securities and the Trustee will be
required to authenticate and deliver (or cause to be transferred by book entry)
promptly to each such Holder a new Security equal in principal amount to any
unpurchased portion of the Securities surrendered, if any; provided that each new Security will be in
a principal amount of $2,000 or in any integral multiples of $1,000 in excess
thereof. 


          For
purposes of the foregoing discussion of a repurchase at the option of Holders,
the following definitions are applicable: 


          “Capital Stock” means the capital stock of
every class whether now or hereafter authorized, regardless of whether such
capital stock shall be limited to a fixed sum or percentage with respect to the
rights of the holders thereof to participate in dividends and in the
distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of such corporation. 


          “Change of Control” means the occurrence of
any of the following:


          (a)          the
direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or more series of
related transactions, of all or substantially all of the Company’s assets and
the assets of its Subsidiaries, taken as a whole, to any “person” (as that term
is used in Section 13(d)(3) of the Exchange Act), other than the Company or one
of its Subsidiaries;


A-7







          (b)          the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” (as that term is used
in Section 13(d)(3) of the Exchange Act) other than the Company or one of its
Subsidiaries, becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of more than 50% of the Company’s
then outstanding Voting Stock or other Voting Stock into which the Company’s
Voting Stock is reclassified, consolidated, exchanged or changed, measured by
voting power rather than number of shares;


          (c)          the
first day on which a majority of the Company’s members of its board of
directors are not Continuing Directors; or 


          (d)          the
adoption of a plan relating to the Company’s liquidation or dissolution.


          Notwithstanding
the foregoing, a transaction will not be considered to be a Change of Control
if (a) the Company becomes a direct or indirect wholly-owned subsidiary of a
holding company and (b)(x) immediately following that transaction, the direct
or indirect holders of the Voting Stock of the holding company are
substantially the same as the holders of the Company’s Voting Stock immediately
prior to that transaction or (y) immediately following that transaction, no
person is the beneficial owner, directly or indirectly, of more than 50% of the
Voting Stock of such holding company. 


          “Change of Control Triggering Event” means
the occurrence of both a Change of Control and a Rating Event.


          “Continuing Directors” means, as of any
date of determination, any member of the Company’s board of directors who (a)
was a member of such board of directors on April 2, 2013 or (b) was nominated
for election, elected or appointed to such board of directors with the approval
of a majority of the Continuing Directors who were members of such board of
directors at the time of such nomination, election or appointment (either by a
specific vote or by approval of a proxy statement in which such member was
named as a nominee for election as a director).


          “Fitch” means Fitch, Inc. and its
successors. 


          “Investment Grade” means a rating of Baa3
or better by Moody’s (or its equivalent under any successor rating categories
of Moody’s), a rating of BBB- or better by S&P (or its equivalent under any
successor rating categories of S&P) and a rating of BBB- or better by Fitch
(or its equivalent under any successor rating categories of Fitch). 


          “Moody’s” means Moody’s Investors Service,
Inc., a subsidiary of Moody’s Corporation, and its successors. 


          “Rating Agencies” means (a) each of
Moody’s, S&P and Fitch; and (b) if any of Moody’s, S&P or Fitch ceases
to rate the Securities or fails to make a rating of the Securities publicly
available for reasons outside of the Company’s control, a “nationally
recognized statistical rating organization” within the meaning of Section
3(a)(62) under the Exchange Act that is selected by the Company (as certified
by a resolution of the Company’s board of directors) as a replacement agency
for Moody’s, S&P or Fitch, or each of them, as the case may be.


A-8






          “Rating Event”
means, with respect to the Securities, the rating on the Securities is lowered
below Investment Grade by any two of the three Rating Agencies on any date
during the period commencing 60 days prior to the public notice of an arrangement
that could result in a Change of Control until the end of the 60-day period
following public notice of the occurrence of the Change of Control (which
60-day period shall be extended so long as the rating of the Securities is
under publicly announced consideration for possible downgrade by any of the
Rating Agencies), provided that a Rating Event otherwise arising by virtue of a
particular reduction in, or termination of, any rating shall not be deemed to
have occurred with respect to a particular Change of Control (and thus shall
not be deemed a Rating Event for purposes of the definition of Change of
Control Triggering Event hereunder) if the Rating Agency or Rating Agencies
ceasing to rate the Securities or making the reduction in rating to which this
definition would otherwise apply do not announce or publicly confirm or inform
the Trustee in writing at its request that the termination or reduction was the
result, in whole or in part, of any event or circumstance comprised of or
arising as a result of, or in respect of, the applicable Change of Control
(whether or not the applicable Change of Control shall have occurred at the
time of the Rating Event).


          “S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors. 


          “Voting Stock”
means, with respect to any specified person as of any date, the Capital Stock
of such person that is at the time entitled to vote generally in the election
of the board of directors of such person. 


          The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture, which provisions apply to this Security.
This Security is not subject to repayment at the Holder’s option.


          No
reference herein to the Indenture and no provision of this Security or the
Indenture shall affect or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Security at the respective due dates, place and rate, and in
the Currency herein prescribed.


          Default and
Remedies. If an Event of Default with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and
with the effect provided in the Indenture. 


          Amendment,
Modification and Waiver. The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time outstanding of each
series to be affected. The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Securities of each series
at the time outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


A-9





          Denominations;
Transfer and Exchange. As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this
Security is registrable in the records of the Registrar, upon surrender of this
Security for registration of transfer at the office or agency of the Company in
any place where the principal of and any premium and interest on this Security
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly executed
by, the Holder hereof or the Holder’s attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees. 


          The
Securities of this series are issuable only in registered form in denominations
of $2,000 and any integral multiples of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same. 


          No service
charge shall be made to a Holder for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. 


          Persons
Deemed Owners. Prior to due presentment of this
Security for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee shall treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary. 


          Miscellaneous. The
Indenture and the Securities, including this Security, shall be governed by and
construed in accordance with the law of the State of New York. 


          All terms
used in this Security and not defined herein shall have the meanings assigned
to them in the Indenture.


          Pursuant to
a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused “CUSIP” numbers to be printed
on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the correctness or accuracy of such CUSIP numbers
as printed on the Securities, and reliance may be placed only on the other
identification numbers printed hereon. 


          Unless the
certificate of authentication hereon has been executed by or on behalf of the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose. 


A-10





ASSIGNMENT FORM


FOR VALUE RECEIVED, the undersigned hereby

sells, assigns and transfers unto


PLEASE INSERT SOCIAL

SECURITY OR OTHER IDENTIFYING

NUMBER OF ASSIGNEE


	
  

 	
  

 	
  

 
	
  

 	 



 	
  

 






	
  

 	
  

 	
  

 
	
  



 
	
 (Please Print or Typewrite
 Name and Address, including Zip Code, of Assignee)

 
	
  

 	
  

 	
  

 
	
  



 
	
 the within Security of St.
 Jude Medical, Inc. and

 	





 	
 hereby does irrevocably
 constitute and appoint

 
	
  

 	
  

 	
  

 
	
  



 
	
 Attorney to transfer said
 Security on the books of the within-named Company with full power of
 substitution in the premises

 





	
  

 	
  

 
	
 Dated:

 	
  



 





	
  

 	
  

 
	
 Signature

 	
  



 


NOTICE:
The signature to this assignment must correspond with the name as it appears on
the first page of the within Security in every particular, without alteration
or enlargement or any change whatever.




	
  

 	
  

 
	
 Signature 

 Guaranteed:

 	
  



 


NOTICE:
Signature(s) must be guaranteed by an “eligible
guarantor institution” that is a member or participant in a “signature guarantee program” (e.g., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program and the New York Stock Exchange Medallion Program).


A-11





SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
SECURITY


          The
following increases or decreases in this Global Security have been made:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date of 

 Exchange



 	
  

 	
 Amount of
 increase in 

 Principal Amount of 

 this Global Security



 	
  

 	
 Amount of
 decrease 

 in Principal Amount 

 of this Global 

 Security



 	
  

 	
 Principal
 Amount of 

 this Global Security 

 following such 

 decrease or increase



 	
  

 	
 Signature of
 

 authorized signatory 

 of Trustee 



 


A-12