THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

St. Jude Medical, Inc. (STJ)

3/30/2006 Proxy Information

Mr. Widensohler is a director of, and the beneficial owner of approximately 45% of the common stock of, Invatec, an Italian company that makes and sells products to Getz Bros. Co., Ltd, a Japanese distributor of medical technology products that was acquired by the Company on April 1, 2003. Sales by Invatec to Getz during 2005 were $5,838,289. In February 2004, the Board of Directors determined that Mr. Widensohler was no longer considered an independent Director.

In February 2005, the Company signed a definitive agreement (the “Agreement”) to acquire the businesses of Velocimed, LLC (“Velocimed”), a privately-owned company that develops and manufactures specialty interventional cardiology devices. The Company closed its acquisition of Velocimed on April 6, 2005. Under the terms of the parties’ Agreement, the Company paid $82.5 million in cash at the closing, and may make additional contingent payments (the “Contingent Payments”) tied to revenues in excess of minimum future targets and a milestone payment (the “Milestone Payment”) upon U.S. Food and Drug Administration approval of the Premere patent foramen ovale closure system. The first Contingent Payment, if achieved, would be paid in March 2007.

Mr. Paul Buckman, President of the Company’s Cardiology Division, is a founder and shareholder of Velocimed. At the time the Company entered into the Agreement, Mr. Buckman was the beneficial owner of 436,159 shares of Velocimed stock, which constituted less than 1.6% of Velocimed’s total number of shares outstanding, but was not a director, officer or employee of Velocimed and did not have any other relationship with Velocimed. At the closing of the acquisition, Mr. Buckman received approximately $714,000 in consideration for his interest in Velocimed. In addition, Mr. Buckman has the potential to receive additional consideration of up to approximately $2,962,000 if the maximum amounts payable under the Contingent Payments and the Milestone Payment are achieved. Mr. Buckman was not involved in negotiating the financial terms of the Agreement, and the Company’s Board of Directors was informed of Mr. Buckman’s relationship with Velocimed prior to approving the Agreement. The Board of Directors approved the amount of the purchase price to be paid under the Agreement based on their review of a number of factors, including the price paid in comparable transactions, a discounted cash flow analysis of the acquired business, the financial impact of the acquisition on the Company’s results of operations and a fairness opinion received from the Company’s investment bankers.

Velocimed operates under the Company’s Cardiology Division, for which Mr. Buckman serves as President. In light of Mr. Buckman’s interest in the potential future Contingent Payments and Milestone Payment, the acquired business is managed pursuant to a budget approved by the Company’s Chief Executive Officer, Chief Financial Officer and Board of Directors, and any deviation from the budget that would have the effect of increasing Mr. Buckman’s compensation under the Contingent Payments or the Milestone Payment must be approved by the Company’s Chief Executive Officer and Chief Financial Officer.

4/4/2005 Proxy Information

Mr. Widensohler is a director of and the beneficial owner of approximately 45% of the common stock of Invatec, an Italian company that makes and sells products to Getz Bros. Co., Ltd, a Japanese distributor of medical technology products that was acquired by the Company on April 1, 2003. Sales by Invatec to Getz during 2004 were $4,410,852. In February of 2004, the Board of Directors determined that Mr. Widensohler was no longer considered an independent Director.

In February 2005, the Company signed a definitive agreement (the “Agreement”) to acquire the business of Velocimed, LLC (“Velocimed”), a privately-owned company that develops and manufactures specialty interventional cardiology devices. Under the terms of the Agreement, the Company will pay at closing a cash purchase price of $82.5 million, plus additional contingent payments (the “Contingent Payments”) tied to revenues in excess of minimum future targets and a milestone payment (the “Milestone Payment”) upon U.S. Food and Drug Administration approval of the Premere patent foramen ovale closure system. The first Contingent Payment, if achieved, would be paid in March 2007.

Mr. Paul Buckman, President of the Company’s Cardiology Division, is a founder and shareholder of Velocimed. At the time the Company entered into the Agreement, Mr. Buckman was the beneficial owner of 436,159 shares of Velocimed stock, which constituted less than 1.6% of Velocimed’s total number of shares outstanding, but was not a director, officer or employee of Velocimed and did not have any other relationship with Velocimed. Upon closing, Mr. Buckman will receive approximately $714,000 in consideration for his interest in Velocimed, assuming that Velocimed distributes to its shareholders the full amount of acquisition consideration paid at closing. In addition, Mr. Buckman has the potential to receive additional consideration of up to approximately $2,962,000 if the maximum amounts payable under the Contingent Payments and the Milestone Payment are achieved. Mr. Buckman was not involved in negotiating the financial terms of the Agreement, and the Company’s Board of Directors was informed of Mr. Buckman’s relationship with Velocimed prior to approving the Agreement. The Board of Directors approved the amount of the purchase price to be paid under the Agreement based on their review of a number of factors, including the price paid in comparable transactions, a discounted cash flow analysis of the acquired business, the financial impact of the acquisition on the Company’s results of operations, and a fairness opinion received from the Company’s investment bankers.

The acquisition of Velocimed is expected to close in the second quarter of 2005. The acquired business will operate under the Company’s Cardiology Division, for which Mr. Buckman serves as President. In light of Mr. Buckman’s interest in the potential future Contingent Payments and Milestone Payment, the acquired business will be managed pursuant to a budget approved by the Company’s Chief Executive Officer, Chief Financial Officer and Board of Directors, and any deviation from the budget that would have the effect of increasing Mr. Buckman’s compensation under the Contingent Payments or the Milestone Payment must be approved by the Company’s Chief Executive Officer and Chief Financial Officer.

4/7/2004 Proxy Information

Mr. Widensohler is a director of and the beneficial owner of approximately 45% of the common stock of Invatech, an Italian company that makes and sells products to Getz Co., Ltd, a Japanese distributor of medical technology products that was acquired by the Company on April 1, 2003. Sales by Invatech to Getz during 2003 were $4,747,757. In February 2004, the Board of Directors determined that Mr. Widensohler was no longer considered an independent Director and he ceased to be a member of the Compensation Committee.

3/28/2003 Proxy Information

Mr. Widensohler is a director of and the beneficial owner of approximately 45% of the common stock of Invatech, an Italian company that makes and sells products to Getz Co., Ltd, a Japanese distributor of medical technology products. In September 2002, the Company entered into a stock purchase agreement to acquire Getz. This transaction is expected to close during the second quarter of 2003. Nesales by Getz in 2002 were approximately $170 million. Sales by Invatech to Getz were approximately $1.7 million in 2002 and are expected to be approximately $2.3 million in 2003.

Mr. Essig, Chair of the Company's Audit Committee and a member of the Governance and Nominating Committee, is President and Chief Executive Officer, a member of the Board of Directors and the beneficial owner of approximately 10% of the common stock of Integra LifeSciences Holdings Corporation. During 2002, the Company purchased a small amount (less than $100,000) of product from Integra for potential use in the Company's vascular closure product line. The Company may purchase additional product from Integra during 2003.