UNITED STATES DISTRICT COURTDISTRICT OF MINNESOTA

LAURENCE D. PASKOWITZ, Individuallyand on Behalf of All Others SimilarlySituated,

Plaintiff,

vs .

CIVIL ACTION

CASE NUMBER O 1 1

CLASS ACTION COMPLAINTFOR VIOLATION OF FEDERALSECURITIES LAW S

DANIEL J. STARKS, PAUL R. BUCKMAN, :KEVIN T. O'MALLEY, MICHAEL J . : JURY TRIAL DEMANDEDCOYLE, AND ST. JUDE MEDICAL, INC ., :

Defendants .

Plaintiff, Laurence R . Paskowitz, by and through his attorneys, alleges the followin g

upon information and belief, except as to those allegations concerning Plaintiff, which are

alleged upon personal knowledge . Plaintiffs information and belief are based upon, among othe r

things, his counsel's investigation, which includes without limitation : (a) review and analysis of

regulatory filings made by St . Jude Medical, Inc . ("St . Jude" or the "Company") with the United

States Securities and Exchange Commission ("SEC") ; (b) review and analysis of securitie s

analysts' reports concerning St. Jude; (c) review and analysis of press releases and media report s

issued by and disseminated by St . Jude ; and (d) review of other publicly available information

concerning St . Jude .

This is a class action against St . Jude and certain of its officers and directors fo r

violation of the federal securities laws. Plaintiff brings this action on behalf of himself and all

other persons or entities, except for Defendants and certain of their related parties as describe d

below, who purchased St . Jude securities (the "Class") during the period January 25, 200 6

through April 4, 2006, inclusive (the "Class Period" )

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SCANNEDAPR 10106

U.S. DISTRICT COURT MP

JURISDICTION AND VENU E

2. This Court has jurisdiction over the subject matter of this action pursuant to 28

U.S.C. §§ 1331, and 1367, and Section 27 of the Securities Exchange Act of 1934 (the

"Exchange Act") (15 U.S .C . § 78aa) .

3 . This action arises under Sections 10(b) and 20(a) of the Exchange Act (15 U .S.C.

§§ 78j(b) and 78t(a)) and Rule lOb-5 promulgated under Section 10(b) (17 C .F.R. § 240.10b-5) .

4. Venue is proper in this District pursuant to Section 27 of the Exchange Act (1 5

U.S .C. § 78aa) and 28 U.S.C. § 1391(b) and (c). Substantial acts in furtherance of the alleged

fraud and/or its effects have occurred within this District, and the Company maintains it s

principal executive offices in this District .

5 . In connection with the acts and omissions alleged in this Complaint, Defendants ,

directly or indirectly, used the means and instrumentalities of interstate commerce, including, but

not limited to, the mails, interstate telephone communications, and the facilities of the nationa l

securities markets .

PARTIES

6. Plaintiff purchased St. Jude common stock during the Class Period, as set forth i n

the certification attached hereto .

7. St. Jude Medical, Inc., together with its subsidiaries, engages in the development ,

manufacture, and distribution of cardiovascular medical devices for the global cardiac rhyth m

management, cardiac surgery, cardiology, and atrial fibrillation therapy areas and implantabl e

neuromodulation devices . The company operates in five segments : Cardiac Rhythm

Management (CRM), Neuromodulation (Neuro), Cardiac Surgery (CS), Cardiology (CD), and

Atrial Fibrillation (AF). Its CRM segment products include bradycardia pacemaker systems and

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tachycardia implantable cardioverter defibrillator systems . The company's CS segment offers

mechanical and tissue heart valves, and valve repair products . Its Neuro segment provides

neurostimulation devices . The company's CD segment offers vascular closure devices ,

guidewires, hemostatis introducers, and other interventional cardiology products . St. Jude

Medical's EF segment products comprise electrophysiology catheters, cardiac mapping systems,

and ablation systems . The company markets and sells its products through direct sales force and

independent distributors in the United States, Europe, and Japan, as well as in Canada, Latin

America, Australia, New Zealand, and the Asia-Pacific region . St . Jude Medical was founded i n

1976 and is headquartered in St. Paul, Minnesota. St. Jude's common stock is traded in an

efficient market on the New York Stock Exchange under the symbol "STJ" .

8. Defendant Daniel J . Starks ("Starks") has been a director, Chairman, President

and Chief Executive Officer of St. Jude throughout the Class Period . President and Chief

Operating Officer of St . Jude Medical from February 2001 to May 2004 . From April 1998 to

February 2001, President and Chief Executive Officer of the Cardiac Rhythm Managemen t

Division of St. Jude Medical . Previously, Chief Executive Officer and President, Dai g

Corporation . Director of Urologix, Inc . In connection with the appointment of Mr . Starks as the

Company's President and Chief Operating Officer the Company entered into an employment

agreement with Starks effective February 1, 2001 . The agreement was amended and restate d

effective as of March 25, 2001, and expired on January 31, 2006 . The agreement provided that

Starks would receive an annual salary of at least $500,000, subject to annual review for possibl e

increases by the Board of Directors , and be eligible for a target bonus of 100% of base salary.

9 . Defendant Michael J . Coyle ("Coyle") served as the President of the Company' s

Cardiac Rhythm Management Division throughout the Class Period . Coyle joined St . Jude

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Medical in 1994 as Director, Business Development . He served as President and Chief Operating

Officer of Daig Corporation, a wholly-owned subsidiary of St . Jude Medical, from 1997 to 200 1

and was appointed President, Cardiac Rhythm Management, in February 2001 .

10. Defendant Paul R . Buckman ("Buckman") served as President of the Company' s

Cardiology Division throughout the Class Period. In 2004, Buckman served as Vice President

of Marketing for Guidant Corporation, a medical device company . From 2001 to 2004, he wa s

Founder , Chairman and Chief Executive Officer of ev3 LLC , a medical device company focused

on endovascular therapies . Prior to founding ev3 LLC, Mr. Buckman served as President of the

Scimed Division of Scimed Life Systems, Inc ./Boston Scienti fic Corporation , a medical device

company, from 2000 to 2001 .

11 . Defendant Kevin T. O'Malley ("O'Malley") has served as St . Jude's Corporat e

Secretary throughout the Class Period . He joined St. Jude Medical in 1994 as Vice President and

General Counsel .

12 . Defendant Starks, Buckman, O'Malley, and Coyle are herein collectively referred

to as the "Individual Defendants" .

13 . The Individual Defendants, who were the Company's principal officers ,

controlled St. Jude and its public disclosures . Each of them made false and misleading

statements and/or failed to disclose material adverse information concerning the Company' s

business and operations during the Class Period, as detailed herein . Because of the Individual

Defendants' positions with the Company, they had access to the adverse undisclosed informatio n

about its business, operations, products, operational trends, financial statements, markets, an d

present and future business prospects via access to internal corporate documents (including th e

Company's operating plans, budgets, and forecasts and reports of actual operations compared

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thereto), conversations and connections with other corporate officers and employees, attendanc e

at management and/or Board of Directors meetings and committees thereof, and via reports an d

other information provided to them in connection therewith .

14 . It is appropriate to treat the Individual Defendants as a group for pleadin g

purposes and to presume that the false, misleading and incomplete information conveyed in the

Company's public filings, press releases and other publications, as alleged herein, were th e

collective actions of the narrowly defined group of Defendants identified above . Each of the

above officers and/or directors of St. Jude, by virtue of their high level positions with the

Company, directly participated in the management of the Company, was directly involved in th e

day-to-day operations of the Company at the highest levels, and was privy to confidential

proprietary information concerning the Company and its business, operations, products, growth ,

financial statements, and financial condition, as alleged herein . Said Defendants were involved

in drafting, producing, reviewing and/or disseminating the false and misleading statements an d

information alleged herein, were aware or deliberately disregarded that the false and misleading

statements were being issued regarding the Company, and approved or ratified these statements

in violation of the federal securities laws .

15 . As officers and/or directors and controlling persons of a publicly held company

whose common stock was, and is, registered with the SEC pursuant to the Exchange Act, trade d

on the New York Stock Exchange, and governed by the provisions of the federal securities laws ,

the Individual Defendants each had a duty to disseminate promptly accurate and truthfu l

information with respect to the Company's financial condition and performance, growth ,

operations, financial statements, business, products, markets, management , earnings , and present

and future business prospects, and to correct any previously issued statements that had becom e

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materially misleading or untrue, so that the market price of the Company's common stock woul d

be based upon truthful and accurate information. The Individual Defendants' misrepresentations

and omissions during the Class Period violated these specific requirements and obligations .

16. The Individual Defendants participated in the drafting, preparation and/o r

approval of the various public, shareholder and investor reports and other communication s

complained of herein, and were aware of, or deliberately disregarded, the misstatement s

contained therein and omissions therefrom, and were aware of their materially false an d

misleading nature. Because of their Board membership and/or executive and managerial

positions with St . Jude , each of the Individual Defendants had access to the adverse, undisclosed

information about the Company's operations, the financial condition and performance of the

Company as particularized herein and knew (or deliberately disregarded) that these adverse facts

rendered the positive representations made by or about St . Jude and its business issued or

adopted by the Company materially false and misleading .

17. The Individual Defendants , because of their positions of control and authority a s

officers and/or directors of the Company, were able to and did control the content of the variou s

SEC filings, press releases and other public statements pertaining to the Company during th e

Class Period . Each Individual Defendant was provided with copies of the documents allege d

herein to be misleading prior to or shortly after their issuance and/or had the ability and/or

opportunity to prevent their issuance or cause them to be corrected . Accordingly, each of th e

Individual Defendants is responsible for the accuracy of the public reports and releases detaile d

herein and are therefore primarily liable for the representations contained therein .

18. Each of the Defendants is liable as a participant in a wrongful scheme and cours e

of business that operated as a fraud or deceit on those who purchased or otherwise acquired St .

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Jude common stock during the Class Period by disseminating materially false and misleading

statements and/or concealing material adverse facts . The scheme deceived the investing public

regarding St . Jude's business, operations, and the intrinsic value of the Company's common

stock, and caused plaintiff and other members of the Class to purchase St . Jude common stock at

artificially inflated prices .

CLASS ACTION ALLEGATION S

19. Plaintiff brings this as a class action pursuant to Federal Rule of Civil Procedure

23(a) and (b)(3) on behalf of all persons who purchased St . Jude securities during the Class

Period. Excluded from the Class are Defendants, officers and directors of the Company,

members of the immediate families of the Individual Defendants and each of their legal

representatives, heirs, successors or assigns and any entity in which any Defendant has or has

had a controlling interest.

20. This action is properly maintainable as a class action because :

a. the members of the proposed Class in this action are disperse d

throughout the United States and are so numerous that joinder of all Class members is

impracticable . While the exact number of Class members is unknown to Plaintiff at this time and

can only be ascertained through appropriate discovery, Plaintiff believes that Class members

number in the thousands. Millions of St. Jude shares were traded publicly on the New York

Stock Exchange ("NYSE") under the symbol "STJ" . As of March 1, 2006, St . Jude had

368,113,808 shares of common stock outstanding .

b. Plaintiff's claims are typical of those of all members of the Class

because all have been similarly affected by Defendants' actionable conduct in violation of

federal securities laws as alleged herein;

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c. Plaintiff will fairly and adequately protect the interests of the Clas s

and has retained counsel competent and experienced in class action litigation . Plaintiff has n o

interests antagonistic to, or in conflict with, the Class that Plaintiff seeks to represent ;

d. A class action is superior to other available methods for the fair

and efficient adjudication of the claims asserted herein because joinder of all members is

impracticable . Furthermore , because the damages suffered by individual members of the Class

may be relatively small , the expense and burden of individual litigation make it virtually

impossible for Class members to redress the wrongs done to them . The likelihood of individual

Class members prosecuting separate claims is remote ;

C . Plaintiff anticipates no unusual difficulties in the management o f

this action as a class action ; and

f. the questions of law and fact common to the members of the Clas s

predominates over any questions affecting individual members of the Class .

Among the questions of law and fact common to the Class are :

i . whether Defendants' acts and/or omissions as alleged herein violated the

federal securities laws ;

ii . whether the Company's Class Period public statements and

filings misrepresented and/or omitted material facts ;

iii, whether Defendants acted with knowledge or with reckles s

disregard for the truth in misrepresenting and/or omitting material facts ;

iv. whether Defendants participated in and pursued the

common course of conduct complained of herein;

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v. whether the market price of St. Jude securities was inflate d

artificially as a result of Defendants' material misrepresentations and/or omissions during the

Class Period ; and

vi. to what extent the members of the Class have sustained

damages and the proper measure of damages .

SUBSTANTIVE ALLEGATIONS COMMON TO ALL COUNT S

21 . On January 6, 2006, Piper Jaffray upgraded St. Jude to "outperform" from

"market perform" and raised the target price to $60 from $29 . The research firm cited St . Jude's

success in gaining market share in implantable cardioverter defibrillators, or ICDs, from riva l

Guidant . Piper analyst Thomas Gunderson wrote in his report that "A combination of new

product launches, contract selling, Guidant missteps, and a favorable market dynamic hav e

increased St. Jude's overall world wide market share" .

22. On January 25, 2006, St . Jude reported sales and earnings results for the fourth

quarter ended December 31, 2005, and full-year 2005 . The Company reported in relevant part

the following :

The Company reported net sales of $790 million in the fourth quarter of 2005, anincrease of 29% compared to $611 million in the fourth quarter of 2004 .Unfavorable foreign currency translation comparisons decreased fourth quartersales by about $13 million .

Net sales for 2005 were $2.915 billion compared to $2 .294 billion in 2004, anincrease of 27%. Favorable foreign currency translation comparisons increased2005 sales by about $18 million for the full year .

Reported net earnings for the fourth quarter of 2005 were $5 million, or $0 .01 perdiluted share, compared to $125 million, or $0 .33 per diluted share in the fourthquarter of 2004 . Reported net earnings for the fourth quarter of 2005 include a$107 million, or $0.28 per diluted share, purchased in-process research anddevelopment charge associated with the acquisition of AdvancedNeuromodulation Systems Inc . (ANS), which was completed on November 29,2005 . Reported net earnings also includes a $46 million, or $0.12 per diluted

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share, purchased in-process research and development charge associated with theacquisition of privately-held Savacor, Inc ., which was completed on December31, 2005 .

Net earnings for the fourth quarter , excluding these charges , were $157 million, or$0.41 per diluted share , a 24% increase over the $0 .33 adjusted diluted earningsper share in the fourth quarter of 2004. See the attached schedules for areconciliation of these non -GAAP adjusted net earn ings and adjusted dilutedearnings per share to the Company's reported GAAP results .

Reported net earnings for 2005 were $393 million, or $1 .04 per diluted sharecompared to $410 million, or $1 .10 per diluted share, in 2004 . Adjusted netearnings for 2005 were $584 million, or $1 .54 per diluted share compared to $430million, or $1 .16 per diluted share in 2004, an increase in earnings per share of33%. See the attached schedules for a reconciliation of these non-GAAP adjustednet earnings and adjusted diluted earnings per share to the Company's reportedGAAP results .

23 . Under the subheading Cardiac Rhythm Management, St . Jude reported that

Fourth quarter implantable cardioverter defibrillator (ICD) product sales were $280 million, a

62% increase over the comparable quarter of 2004 . ICD product sales for the full-year 200 5

were $1 .007 billion, representing a 72% increase over 2004 . The Company emphasized that

these "results continued to underscore the competitiveness of St . Jude Medical's ICD product

portfolio and program ."

24. Commenting on fourth quarter and full-year 2005 results, defendant Starks said :

"Our fourth quarter results reflect continued strength across our business and conclude a year o f

significant progress for St . Jude Medical. We achieved a number of our strategic objectives

throughout the course of the year, including strong market share gains in ICDs an d

diversification of our future growth drivers through the successful acquisition of the ANS

neuromodulation business, the Endocardial Solutions, Inc . Ensite® platform, and the Velocime d

vascular intervention business . We expect to continue to build and expand these new growth

drivers going forward . "

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25. In addition on January 25, 2006, St Jude projected earnings for the first quarter of

2006 to be in the range of $0 .41 to $0.43, and earnings for the full year of 2006 in the range o f

$1 .77 to $1 . 80, excluding estimated stock compensation expense of $0 .13 to $0 .14 .

26. On February 7, 2006, RBC Capital Markets issued a Research Comment Repor t

on St . Jude. Analyst Phil Nalbone wrote :

Continued market share gains in the ICD market : During the past two years, STJhas added more than 7 points of share in this key market . By our estimates STJ'sICD shares were 11 .3%, 12.6% and 18 .4% from 2003, 2004 and 2005,respectively. For 2006 our ICD sales forecast for STJ is $1 .33 billion,representing growth of 32% and a market share of 20.1%. For 2007, we areforecasting STD's sales in this category of $1 .66, representing growth of 25% anda market share of 21 .7%.

Continual improvement in operating profits margins : As ICD sales have pickedup, STJ has seen a dramatic benefit in its operating margins . As ICD's as apercentage of total sales went from 21% in 2003 to 35% in 2005, we have seenthe company's operating margins move from 23 .6% in '03, to 25 .5% in '04, to

27.1% in'05 . As ICDs move up in the mix to 43% of STJ's total sales in '07, weexpect the operating margin to continue upward : 27 .9% this year and 28 .6% in'07 . The Street's general expectation has been that STJ would eventually bring itsoperating margins in line with the historical of 30%+ achieved by CRM rivalsMedtronic and Guidant . We think STJ remains on track to surpass the 30% levelwithin the next 3 years .

27. On March 16, 2006, St Jude filed with the SEC its Form 10-K for its year ende d

December 31, 2005 . The 2005 Form 10-K reiterated the financial statements announced o n

January 25, 2006 .

28. On March 30, 2006, St Jude filed with the SEC its Form 14(a) Notice of Annua l

Meeting and Proxy Statement. The Proxy Statement disclosed that pursuant to the Company' s

Management Incentive Compensation Plan ("MICP") defendant Sparks received the followin g

compensation in 2005 :

Base Salary. Mr. Starks received a base salary of $885,000 during 2005 .

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Annual Incentive Award. Mr. Starks earned an award of $1,148,288under the MICP for 2005 . His award was based 25% on our achievement of therevenue target, and 75% on our achievement of the earnings per share target,established under the MICP.

Stock Option Awards. In December 2005, Mr. Starks was granted a non-qualified stock option for 216,000 shares that vest over a four-year period . Theamount of the stock option grant to Mr . Starks was determined by theCompensation Committee based on a review of CEO compensation from thecompensation peer group and the Compensation Committee's view that Mr .Starks' performance has been outstanding . The most recent option grant receivedby Mr. Starks before the December 2005 option grant was in April 2004 .

2006 Compensation . In December 2005, we reviewed Mr. Starks' basesalary in light of a peer group comparison and his performance up to that time .We proposed an increase in his annual base salary to $975,000 and an increase inhis annual incentive award percentage from 100% to 120%, effective January 2,2006, and the option grant described above . The Board of Directors adopted ourrecommendations .

29. On April 4, 2006, St. Jude shocked investors by publishing a release that

announced financial and operating results well below analysts' expectations, including a declin e

in sales of ICDs . The press release stated :

April 4, 2006 - St. Jude Medical, Inc. (NYSE:STJ) today announced preliminaryresults for the first quarter ended March 31, 2006 .

The Company expects to report net sales of approximately $784 million in thefirst quarter of 2006, an increase of 18% compared to the first quarter of 2005 .The Company had previously forecasted net sales in the $799 million to $839million range . The Company also expects consolidated first quarter earnings pershare to be in the range of $0 .35 to $0.36. This EPS estimate includes the impactof stock compensation expense of approximately $0.03 per share .

First quarter results, while on track in all other product categories, were impactedby lower than expected revenues from implantable cardioverter defibrillators(ICDs), which are expected to be $262 million, a 27% increase over thecomparable period in 2005 but below the Company's guidance . The Companybelieves that first quarter ICD sales reflect a greater than anticipated slowdown inU.S. market growth . The Company is undertaking a detailed customer review toclarify the extent to which ICD sales were affected by this slowdown or by otherfactors . ICD revenues outside the United States continue to meet expectations .

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"While most of our business continues to meet or exceed expectations, the eventsin the marketplace over the past year have led to increased volatility and havemade ICD market growth patterns in the United States less predictable," said St .Jude Medical Chairman, President and Chief Executive Officer Daniel J . Starks ."We are very pleased with the continued strength across our multiple growthplatforms and excited about the many new cardiac rhythm management productsset to be introduced this year. We remain confident in the long-term growthprospects of the ICD marketplace, where the vast majority of patients who couldbenefit from this technology have yet to receive a device . "

Revenues for all other product categories are expected to meet or slightly exceedprevious guidance . Preliminary sales results in the first quarter for the additionalproduct categories are listed below .

First quarter pacemaker sales are expected to total $221 million, a 2% increaseover the first quarter of 2005 .

Atrial Fibrillation (AF) product sales for the first quarter are expected to be $74million, a 25% increase over the first quarter of 2005 .

Total sales of cardiology products for the first quarter are expected to be $111million, flat with the same period in 2005 . Within this category of products,vascular sealing device sales for the first quarter of 2006 are expected to be $84million.

30. On this news the price of St Jude stock dropped from $41 .30 to $36.25. The

decline in St. Jude's stock price is a direct result of the nature and extent of defendants' frau d

being revealed to investors and the market .

31 . In response to the Company's April 4, 2006 announcement, Goldman Sachs

analyst Lawrence Keusch, said "St . Jude contends that it did not witness a decline in the

company's market positions/share for defibs during the quarter . However, if this were the case,

we note that the defib market would have declined year-over-year in IQ 2006 and sequentially

by as much as 6% ." Keutsch said in the 2006 first quarter, there were no changes made to

reimbursements, no significant product recalls, and no rash of deaths due to defibrillators among

other issues that would prompt an industry-wide demand decline . "It is difficult for us to

support the notion that the market took a steep reversal during the quarter," Keutsch said . "In

355707-1 13

fact, if our recent conversations with Guidant and Medtronic management are accurate, thes e

companies may be experiencing modestly different dynamics . "

32. During 2005, St. Jude had been reporting growth in sales of ICDs between 62 %

and 92%. In fact, on January 25, 2006 the Company reported that ICD product sales for the

fourth quarter of 2005 were $280 million, a 62% increase over the comparable quarter of 2004 .

1CD product sales for the full-year 2005 were $1 .007 billion, representing a 72% increase over

2004. In fact the Company emphasized that these "results continued to underscore the

competitiveness of St . Jude Medical's ICD product portfolio and program ."

33. On April 4, 2006, St . Jude shocked the market by announcing that ICD sales wer e

substantially depressed for the first quarter . The Company said that it was "undertaking a

detailed customer review to clarify the extent to which lCD sales were affected by this slowdown

or by other factors ." However, by virtue of their positions with the Company, each of th e

Individual Defendants has access to a variety of widely disseminated internal reports used to ,

among other things , track sales of ICDs.

34. Each of defendant 's statements during the Class Period were materially false and

misleading when made because defendants knew but failed to disclosed that in order to achieve

St. Jude's reported financial performance, meet projected earnings guidance and analyst

expectations, and demonstrate continued growth in it sales of ICDs, St Jude had engaged in the

practice of stuffing its retail and reseller channels with inventory . Defendant knowingly and

recklessly caused St Jude to shift sales of ICDs to the fourth quarter of 2005 from the first

quarter of 2006 in order to personally benefit from the under the Company's MICP and in orde r

to sell thousands of shares of their personal holdings of St. Jude stock .

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35 . Since St . Jude's executive compensation plan is driven, in part, by meeting certain

earnings estimates at the Company's year end, defendants were motivate to move more sales into

the fourth quarter of 2005 thereby adversely affecting the sales of ICD's in the first quarter o f

2006 .

36. During the Class Period and while in possession of material undisclosed

information the Individual Defendants sold thousands of shares of their personal holding of St .

Jude stock. Defendant Starks' stock sales were extremely suspicious as to both their time and

their amount particularly when compared to his historical STJ trading activity . The insider stock

sales that occurred within the Class Period as set forth below :

2-Mar-06 STARKS, DANIEL J . 78,700 $3,561,000

Chairman

2-Mar-06 STARKS, DANIEL J . 21,300 $969,000

Chairman

2-Mar-06 STARKS, DANIEL J . 100,000 $4,532,970Chief Executive Officer

21-Feb-06 STARKS, DANIEL J . 59,600 $2,825,00 0

Chairman

21-Feb-06 STARKS, DANIEL J . 39,600 $1,859,000Chairman

21-Feb-06 STARKS, DANIEL J . 800 $38,000

Chairman

21-Feb-06 STARKS, DANIEL J . 100,000 $5,400,000

Chief Executive Officer

7-Feb-06 STARKS, DANIEL J . 100,000 $4,828,000

Chairman

6-Feb-06 BUCKMAN, PAUL 23,400 $1,113,000

President

6-Feb-06 BUCKMAN, PAUL 23,400 $1,111,390

1-Feb-06 O'MALLEY, KEVIN T . 36,000 $1,754,000General Counse l

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1-Feb-06 O 'MALLEY, KEVIN T . 36,000 $1 ,748,497

Officer

1-Feb-06 COYLE, MICHAEL J . 9,000 $438,000

President

1-Feb-06 COYLE, MICHAEL J . 9,000 $441,000

Officer

37 . As alleged herein , defendants acted with scienter in that defendants knew that th e

public documents and statements issued or disseminated in the name of the Company wer e

materially false and misleading; knew that such statements or documents would be issued o r

disseminated to the investing public ; and knowingly and substantially participated or acquiesced

in the issuance or dissemination of such statements or documents as primary violations of the

federal securities laws . As set forth elsewhere herein in detail, defendants, by virtue of their

receipt of information reflecting the true facts regarding St . Jude their control over, and/or receip t

and/or modification of St . Jude allegedly materially misleading misstatements and/or thei r

associations with the Company which made them privy to confidential proprietary informatio n

concerning St. Jude, participated in the fraudulent scheme alleged herein.

Applicability Of Presumption OfReliance : Fraud-On-The-Market Doctrine

38 . The market for St Jude 's securities was open, well-developed and efficient at al l

relevant times. As a result of these materially false and misleading statements and failures t o

disclose, St Jude's securities traded at artificially inflated prices during the Class Period. Plaintiff

and other members of the Class purchased or otherwise acquired St Jude securities relying upo n

the integrity of the market price of St Jude 's securities and market information relating to S t

Jude, and have been damaged thereby .

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39. During the Class Period, defendants materially misled the investing public ,

thereby inflating the price of St Jude 's secu rities , by publicly issuing false and misleadin g

statements and omitting to disclose material facts necessary to make defendants' statements, a s

set forth herein, not false and misleading . Said statements and omissions were materially fals e

and misleading in that they failed to disclose material adverse information and misrepresented

the truth about the Company, its business and operations, as alleged herein

40. At all relevant times, the material misrepresentations and omissions pa rticularized

in this Complaint directly or proximately caused or were a substantial contributing cause of th e

damages sustained by plaintiff and other members of the Class . As described herein, during th e

Class Period, defendants made or caused to be made a series of materially false or misleadin g

statements about St Jude's business, prospects and operations . These material misstatements an d

omissions had the cause and effect of creating in the market an unrealistically positive

assessment of St Jude and its business, prospects and operations, thus causing the Company' s

securities to be overvalued and artificially inflated at all relevant times . Defendants' materiall y

false and misleading statements during the Class Period resulted in plaintiff and other member s

of the Class purchasing the Company's securities at artificially in flated prices , thus causing th e

damages complained of herein

41 . At all relevant times, the market for St . Jude's securities was an efficient marke t

for the following reasons, among others :

{a} St. Jude's stock met the requirements for listing, and was listed and

actively traded on the NYSE, a highly efficient and automated market ;

(b) As a regulated issuer, St. Jude filed periodic public reports with the SE C

and the NYSE ;

355707-1 17

(c) St. Jude regularly communicated with public investors via established

market communication mechanisms, including through regular disseminations of press release s

on the national circuits of major newswire services and through other wide-ranging publi c

disclosures , such as communications with the financial press and other similar reporting services;

and

(d) St. Jude was followed by several securities analysts employed by major

brokerage firms who wrote reports, which were distributed to the sales force and certain

customers of their respective brokerage firms . Each of these reports was publicly available and

entered the public marketplace .

42 . As a result of the foregoing , the market for St . Jude 's securities promptly digeste d

current information regarding St. Jude from all publicly available sources and reflected suc h

information in St . Jude's stock price . Under these circumstances , all purchasers of St. Jude s

securities during the Class Period suffered similar injury through their purchase of St . Jude' s

securities at artificially inflated prices and a presumption of reliance applies .

COUNT I

For Violations of Sections 10(b) o fThe Exchange Act And SEC Rule 10b-5 Promulgated Thereunder

43 . Plaintiff repeats and realleges paragraphs i through 42, as if set forth fully herein .

44. In connection with the sale of St . Jude securities throughout the Class Period ,

Defendants participated, directly or by acquiescence , despite a duty to act, in the preparatio n

and/or issuance of materially false and misleading statements and omissions .

45 . Defendants knew, or were reckless in not knowing, that the statements containe d

in St . Jude public filings were materially false and misleading . Plaintiff and the Class relied ,

directly or indirectly by reliance on the integrity of the market, on Defendants ' misstatements

355707-1 18

and/or omissions and were damaged as a result . But for Defendants' misrepresentations and/o r

omissions, Plaintiff and the Class would not have purchased St. Jude securities or would have

purchased them at non-artificially inflated prices .

COUNT II

For Violation Of Section 20(g) Of The Exchange Act(Against the Section 20(a) Defendants, as defined below)

46. Plaintiff repeats and realleges each of the preceding paragraphs 1 through 45 as i f

fully set forth herein .

47. This claim is brought against the Individual Defendants except for Defendan t

Strong (collectively, the "Section 20(a) Defendants") .

48. The Section 20(a) Defendants were control persons within the meaning of the

Exchange Act .

49. As set forth above, Defendants violated Section 10(b) of the Exchange Act, an d

Rule 1 Ob-5 promulgated thereunder, by their acts and omissions as alleged in this complaint . By

virtue of their positions as control persons, the Section 20(a) Defendants, each of whom violate d

Section 10(b) and Rule l Ob-5, are liable pursuant to Section 20(a) of the Exchange Act .

50. As a direct and proximate result of the Section 20(a) Defendants' wrongfu l

conduct, Plaintiff and the Class suffered damages in connection with their purchases of th e

Company's securities during the Class Period.

NO SAFE HARBOR

51 . The statutory safe harbor provided for forward - looking statements under certain

circumstances does not apply to any of the allegedly false statements pleaded in this Complaint .

The statements alleged to be false and misleading herein all relate to then-existing facts and

conditions . In addition , to the extent certain of the statements alleged to be false may be

355707-1 19

characterized as forward looking, they were not identified as "forward-looking statements" whe n

made, there was no statement made with respect to any of those representations forming the basis

of this Complaint that actual results "could differ materially from those projected," and there

were no meaningful cautionary statements identifying important factors that could cause actual

results to differ materially from those in the purportedly forward-looking statements . In the

alternative, to the extent that the statutory safe harbor is intended to apply to any forward-looking

statements pleaded herein, Defendants are liable for those false forward-looking statements

because at the time each of those forward-looking statements was made, the speaker had actual

knowledge that the forward-looking statement was materially false or misleading, and/or the

forward-looking statement was authorized or approved by an executive officer of St . Jude who

knew that the statement was false when made .

PRAYER FOR RELIEF

WHEREFORE, Plaintiff, on behalf of himself and all other Class members, prays fo r

judgment as follows :

A. A determination that this action is a proper class action and a

certification of the Class under Rule 23 of the Federal Rules of Civil Procedure ;

B. An award of compensatory damages in favor of Plaintiff and th e

other Class members against all Defendants for damages sustained as a result o f

Defendants' wrongdoing, including interest thereon ;

C. An award to Plaintiff and the Class of their reasonable costs and

expenses incurred in this action, including counsel fees, expert fees and othe r

disbursements ; and

D . A grant of such other relief as the Court may deem just and proper .

355707-I 20

JURY DEMAND

Plaintiff demands a trial by jury .

Dated: April 10, 2006 LOCKRIDGE GRINDAL NAUEN P.L.L.P.

By:Karen H. Riebel, #219770100 Washington Avenue South, Suite 220 0Minneapolis, MN 55401Tel: (612) 339-6900Fax : (612) 339-098 1

ABBEY SPANIER RODD ABRAMS & PARADIS,LLPNancy Kaboolian, Esq . (NK-6346)212 East 39`h Stree tNew York, New York 10016Tel: (212) 889-370 0Fax: (212) 674-519 1

ROY JACOBS & ASSOCIATESRoy L . Jacobs60 East 42nd Street46th FloorNew York, NY 10165Tel : (212) 867-1156Fax: (212) 504-8343

Attorneysfor Plaintiff

355707-1 21

" 200&U4 O616!03 Paskewhz and Assoc 2-3.

CERTIFICATION OF LEAD PLAINTIFFPXWXANT TO FEDERAL SECU&ITIES LAWS

Laurance D. Paskowitz, declares as follbws:

P 21 3

1 . i have reviewed a copy of the complaint Piled in this action .

2 . I did not purchase the security that is the subject of this action, St, Jude Medical Inc . (STJ), at the direction of counsel, Abbey Spanier

Rodd Abrams & Paradis. I J .P . or in order to participate in any private action arising under the Private Securities Litigation ReformAct ([he "PSLRA").

3 . I on willing to serve as a representative party on behalf of a class and will testify at deposition and trial, if necessary,

4 . My transactions in the security that is the subject of this litigation during the class period set forth in the complaint are as follows :

Security(comma, stockcal.

put, Bends

Transaction(PurchaseiSalc)

Quantity Trade Date Price Per SharelSecurity

Common Stock Purchase 150 3/29106 $40.5 8

*List additional transactions on a separate sheet of paper . , it ueceasary .

the above information for the co-owner.If the securities were purchased by joint Owners, please provide

S . I have not served as or sought to serve as a representative party on bebalfof a cla ss during the last three years, except as stated herein:

In rc Motive OS:CV 923 (W .D . Tex)

6. 1 will not accept any payment for Serving as a representative party, except to rcceivc my pro rata share of any recovery or as ordered or

approved by the court or any award to me by the Court of reasonable costs and expens es (including lost wages) directly relating to my

representation of the class .

I declare under penalty of perjwy that the foregoing Is true and cm=t_

V ated. Signed:-

LOCKRIDGE GRINDAL NAUEN

P . L . L . P .

ATTORNEYS AT LAW

SUITE 2200

IOO WASHINGTON AVENUE SOUTH

MINNEAPOLIS , MINNESOTA 5 540 1-2 1 7 9

TELEPHONE (612) 339-6900

FACSIMILE (612) 339-098 1

SUITE 30 1

660 PENNSYLVANIA AVENUE, S .E .

WASHINGTON , D .C . 20003-433 5

TELEPHONE (202) 544-9840

FACSIMILE (202) 544-985 0

WWW .LOCKLAW .CO M

VIA MESSENGERClerk of CourtU.S . Courthouse300 South Fourth StreetMinneapolis, MN 55415

Ccc ;7hoy "ROBERT J . SCH MIT CHRISTIAN M, SAND E

RICHARD A . LOCKRIDGE SARA L . MADSE N

CHARLES N . NAUEN' GREGORY J . MYER S

H . THEODORE GRINDAL YVONNE M . FLAHERT Y

W . JOSEPH BRUCKNER DARLA JO BOGG SCHRISTOPHER K . SANDBERG LISA M . POLLARD"• '

J . MICHAEL SCHWARTZ DAVID J . ZOL L

BERT BLACK"" NATHAN D. PROSSE R

HARRY E . GALLAHER ELIZABETH R . ODETT E

WILLIAM A . GENGLER DAVID W . AS P

ERIC C . TOSTRUD R . REID LEBEAU I I

ROBERT K . SHELQUIST CARMEN B . GOPHE RHENRI G . MINETT E

GREGG M . FI5HBEIN "'IAMITTEn 11 11W 11RK 111Y

SUSAN E . ELLINGSTAD

GO NMENT RELATIONS tKAREN HANSON RIEBEL VE R

HEIDI M . SILTON DENNIS M . MCGRAN N

KATHLEEN K . MICHELETT IOF COUNSEL DOUG D . STAN G

DANIEL A, FARBER"' ALLYSON J . HARTL EELIZABETH A . SNELSON

REBECCA K, KLETTBRADLEY W . ANDERSON MARA B . HUMPHRE YPATRICIA A- BLOODGOOD' MATTHEW S . SCHAFE R

BRIAN M . WILLIAM Sstsa no MirTSO w wisc oN Si H

n

MEGAN G . HELG E

• ~nM rr o~H wrsHw ax, o.c. on~r t 11 TORT- 1-11-

April 10, 2006 1V E0

101he.

~~ . . ~g~-t1Ft1C~1NMESOTA

Re: Laurence D. Paskowitz, Individually and On Behalf ofAll Others SimilarlySituated v . Daniel J Starks, et at.

Dear Clerk of Court :

Enclosed for filing in the above-referenced matter is a Summons, Complaint, and Civil CoverSheet . I have also enclosed a check in the amount of $350 .00 to cover the filing fee .

Please sign the Summons, file-stamp the copy of the Complaint and return to the messengerfor return to my office .

If you have any questions, please feel free to contact me .

Very truly yours ,

LOCKRIDGE GRINDAL NAUEN P .L .L .P .i/ eT\a&ew

-I "

KH rgEncl~ 'es

Karen H. Riehel

355712-1