ORDER GRANTING LEAD PLAINTIFF BUILDING TRADES UNITED PENSION TRUST FUND'S MOTION TO CERTIFY CLASS, APPOINT CLASS REPRESENTATIVE, APPOINT CLASS AND LIAISON COUNSEL, AND APPROVE CLASS NOTICE

SUSAN RICHARD NELSON, District Judge.

WHEREAS, Lead Plaintiff Building Trades United Pension Trust Fund ("Building Trades") moves the Court for certification of a class of investors in the publicly traded securities of St. Jude Medical, Inc. ("STJ") to pursue this litigation under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78j(b) and 78t(a), and Rule 10b-5 promulgated thereunder by the Securities and Exchange Commission ("SEC"), 17 C.F.R. § 240.10b-5;

WHEREAS, the motion was e-filed on August 31, 2012 as Dkt. No. 74;

WHEREAS, the Court has reviewed the Lead Plaintiff Building Trades United Pension Trust Fund's Memorandum of Law in Support of Its Motion to Certify Class, Appoint Class Representative, Appoint Class and Liaison Counsel, and Approve Class Notice, and all of the documents submitted in support thereto; and

WHEREAS, defendants STJ, Daniel J. Starks, John C. Heinmiller, Eric S. Fain, and Michael T. Rousseau have filed a statement of non-opposition to the relief requested in Building Trades' motion;

NOW, THEREFORE, based on the evidence currently before the Court, the Court makes the following findings of fact and conclusions of law, and issues the following Order:

FINDINGS OF FACT

1. The class is so numerous that joinder of all members is impracticable.

2. There are questions of law and fact common to the Class. Common questions of law and fact predominate over any questions affecting only individual class members. The class members' claims will be proved or disproved by the same evidence.

3. Building Trades' claims are typical of absent class members.

4. Building Trades, like the absent class members, purchased STJ stock on an efficient market and is therefore presumed, like the absent class members, to have relied on defendants' alleged misrepresentations and omissions.

5. The evidence before the Court is sufficient to establish, at this stage, that the market for STJ stock is efficient. During the class period, the average weekly trading volume of STJ stock exceeded 2%, numerous market analysts covered and issued reports about STJ, more than 800 institutions owned STJ securities on behalf of individual investors, STJ was eligible to file an SEC Form S-3 short form Registration Statement, empirical evidence demonstrates that STJ stock traded in an efficient market, STJ maintained a class period market capitalization of over $10 billion, the average closing bid-ask spread was less than 0.1%, and the public float exceeded 95% of shares outstanding.

6. Building Trades will fairly and adequately protect the interests of the class.

7. A class action is superior to other available methods for the efficient adjudication of the claims asserted.

CONCLUSIONS OF LAW

Based on the facts addressed above, and the evidence in the record before it, the Court finds that this action meets the requirements of Federal Rules of Civil Procedure 23(a) and 23(b)(3).

* * *

ORDER

1. This action is certified as a class action pursuant to the requirements of Federal Rules of Civil Procedure 23(a) and 23(b)(3).

2. The class definition and class period are:

3. The Court appoints Building Trades as class representative.

4. The Court appoints Robbins Geller Rudman & Dowd LLP as lead class counsel and Zimmerman Reed, P.L.L.P. as liaison class counsel.

5. The Court approves the form of notice to the class, attached hereto as Exhibit A. Building Trades shall provide notice to the class in a form substantially similar to Exhibit A within 45 days of the date this Order is issued.

IT IS SO ORDERED.

EXHIBIT A

TO: ALL PERSONS WHO PURCHASED OR OTHERWISE ACQUIRED THE SECURITIES OF ST. JUDE MEDICAL, INC. ("STJ") BETWEEN APRIL 22, 2009, AND OCTOBER 6, 2009, INCLUSIVE.

PLEASE READ THIS ENTIRE NOTICE CAREFULLY. YOU MAY BE A MEMBER OF THE CLASS DESCRIBED HEREIN. AS SUCH, YOUR RIGHTS MAY BE AFFECTED BY A LAWSUIT NOW PENDING IN THIS COURT.

This is an important legal notice sent to you by order of the United States District Court for the District of Minnesota (referred to as the "District Court"). This Notice is sent to inform you: (1) that this action is pending before Honorable Judge Susan Richard Nelson of the District Court; (2) that the District Court has determined that this action may proceed as a class action; (3) how this action may affect your legal rights; and (4) the steps you may take in relation to the action. This notice is not an expression by the Court of any opinion regarding the merits of any of the claims or defenses asserted by the parties.

1. What Is This Notice And Why Is It Important?

The District Court has certified this lawsuit as a class action. A class action is a lawsuit in which one or more individual(s) sue an individual(s), company and/or other entity on behalf of all other people who are allegedly in a similar position. Collectively, these people are referred to as a "Class" or "Class Members." In a class action, the court resolves certain issues, legal claims and/or defenses for all Class Members in one lawsuit, except for those who ask to be excluded from the Class (as discussed below). If you purchased or otherwise acquired STJ securities between April 22, 2009, and October 6, 2009, inclusive, you may be a Class Member, and if so, this lawsuit will affect your legal rights. Please read this entire notice carefully.

2. What Is This Lawsuit About?

On March 18, 2010, an action entitled City of Taylor Police and Fire Retirement System v. St. Jude Medical Inc., et al., Case No. 0:10-cv-00851 was filed in the District Court. The Court-appointed Lead Plaintiff and Class Representative, Building Trades United Pension Trust Fund, alleges in its Consolidated Amended Class Action Complaint for Violation of the Federal Securities Laws that STJ and the individual defendants, officers of STJ, made materially false and misleading statements and omitted information about STJ's reported and expected financial results, the demand for its products, and the risks to its business. Building Trades United Pension Trust Fund further alleges that these materially false and misleading statements and omissions caused STJ securities to trade at artificially inflated prices.

Building Trades United Pension Trust Fund alleges that, on October 6, 2009, STJ preannounced that its 3Q09 earnings would not meet the forecasts that the company had provided to investors. Among the reasons STJ provided for the failure to meet its previously announced guidance, defendants cited a slowdown in hospital destocking of certain medical devices, caused by macro economic factors and pressures surrounding healthcare reform. Building Trades United Pension Trust Fund further alleges that, on this news, STJ's stock price fell $4.84 per share, losing 12.7% of its value. The defendants deny all of the allegations of wrongdoing asserted in the action and deny any liability whatsoever to any members of the Class.

Defendants moved to dismiss Lead Plaintiff's complaint, and the Court denied that motion on December 23, 2011. The Court has not ruled on the merits of Lead Plaintiff's claims or defendants' defenses and the litigation remains ongoing. Please note that this Notice does not describe all claims and defenses asserted by the parties. The section entitled "How Do I Find Out More About This Lawsuit?" describes the process by which you can obtain additional information.

If you purchased or otherwise acquired STJ securities during the period beginning April 22, 2009, through October 6, 2009, inclusive, you may be a Class Member, and if so, this lawsuit will affect your legal rights to sue defendants now and in the future relating to allegations in this action. Please read this entire notice carefully to decide what to do.

The District Court has certified claims in this lawsuit for class action treatment to be prosecuted by Lead Plaintiff and Class Representative on behalf of STJ shareholders who purchased STJ securities between April 22, 2009, and October 6, 2009, inclusive. The District Court's order certifying the Class does not guarantee that Class Members will receive money or benefits; that will be decided later in the lawsuit. In certifying this case as a class action, the District Court made no decision as to the merits of Lead Plaintiff's legal claims or defendants' defenses.

Please note that the Court's order certifying the Class may later be changed after the parties exchange evidence and the Court rules on various legal matters. In fact, the Court may even decertify the Class at any time before the lawsuit is over. If the Court's order certifying the Class is not revoked later or decertified by the Court, all orders of this Court, whether good or bad for Lead Plaintiff, will be binding on any Class Member who does not opt out or exclude themselves. See p. 4-6 for further discussion. This includes any judgments entered by the Court, whether or not favorable to the Class, which will be binding on all Class Members who do not exclude themselves.

3. How Do I Know If I am a Class Member?

According to the District Court's order, you are a Class Member if you fit this description:

If you are a Class Member, you must decide to either stay in this lawsuit or exclude yourself, as described below. You may enter an appearance through your own attorney at your own expense if you so desire. If you are a legal representative for a deceased's estate or an individual who is no longer in charge of his or her own financial matters, and you believe they fall within this definition, read this Notice carefully to decide what steps to take on their behalf.

4. If I Am A Class Member, What Are My Options?

If you are a Class Member, you have a right to stay in the case as a Class Member or be excluded from the lawsuit. You have to decide this very soon.

Option 1. Do Nothing. Stay In The Lawsuit.

You have the right to stay in the lawsuit as a Class Member and await the outcome of the case. You need to do nothing if you wish to remain in this lawsuit. It will cost you nothing. If you decide to stay in the lawsuit as a Class Member, you will be bound by all orders, judgments and decisions of the Court whether favorable or unfavorable to you or the Class. At the end of the case, you may receive money or other benefits as may be awarded as a result of a trial or settlement reached between Lead Plaintiff and defendants, or you may receive nothing. You do not need to do anything to keep open the possibility of getting money or benefits from the lawsuit.

If you stay in the case, Lead Plaintiff will pursue the claims and remedies on your behalf. There is no guarantee that Lead Plaintiff will be successful with its claims and/or win the lawsuit at trial or before. If the Class is awarded money or benefits, you will be notified about how to make a claim for your share, if any.

The Court has appointed Lead Plaintiff Building Trades United Trust Fund to be Class Representative and provide evidence on behalf of you and other Class Members. The Court has also appointed the following lawyers and law firms as Class Counsel for those Class Members who stay in the lawsuit:

These lawyers are experienced in handling complex lawsuits on behalf of large classes of individuals. More information is available about Class Counsel on the websites listed above.

In the event that Lead Plaintiff is successful through trial or settlement, Class Counsel will seek attorneys' fees and expenses. You will not be personally responsible for any fees, costs or expenses of Class Counsel relating to the prosecution of this lawsuit.

Please keep in mind that if you do nothing now and stay in the lawsuit, you will give up your rights to sue defendants separately in another lawsuit regarding legal claims that are, or could have been, part of this lawsuit (described below), and your rights to recover in other lawsuits involving defendants may be impacted. You also may forego your right to pursue claims based on alternative legal theories in favor of the theories being pursued in this case. You waive your right to bring a separate lawsuit if you do not exclude yourself from this case. If you stay in the case, you will be legally bound by all of the orders that the District Court issues in this case, including final judgment.

Option 2. Exclude Yourself From The Lawsuit.

Alternatively, you have the right to not be part of this lawsuit by excluding yourself or "opting out" of the Class. If you wish to exclude yourself, you must do so on or before 45 days from the date this notice was sent, as described below. If you exclude yourself from the Class, you give up your right to receive any money or other benefits awarded in this case, and you will not be bound by any judgments or other orders of the Court whether favorable or unfavorable to you and/or the Class. However, you will keep your rights, if any, to sue defendants separately in another lawsuit and bring the same legal claims that are part of this lawsuit. If you wish to pursue this right, you will need to exclude yourself and hire and pay your own lawyer. You will also need to bring evidence to prove your own claims. If you choose this option, you should talk to a lawyer soon because your claims may be subject to a statute of limitations which sets a deadline for filing the lawsuit within a certain period of time.

5. How Do I Exclude Myself from the Class?

To exclude yourself from this lawsuit and/or preserve your right to bring a separate case, you must make a request to be excluded in writing and mail it to:

All requests for exclusion must be postmarked on or before 45 days from the date this notice was sent.

Your request for exclusion must contain:

6. The name of the lawsuit (In re St. Jude Medical Securities Litigation);

7. Your full name;

8. Your current address;

9. A clear statement that you wish to be excluded such as: "I request exclusion from the Class";

10. The number and type of STJ securities you purchased or otherwise acquired between April 22, 2009, and October 6, 2009, inclusive; and

11. Your signature.

Class Counsel will file your request for exclusion with the Court. If you are signing on behalf of a Class Member (such as an estate or incompetent person), as a legal representative please include your full name and the basis for your authority.

6. How Do I Find Out More About This Lawsuit?

If you have any questions about the lawsuit or any matter raised in this notice, please contact Gilardi & Co. LLC at www.gilardi.com or toll free at 1 (800) 447-7657. You may also contact Class Counsel at their websites, listed above.

Complete copies of the documents filed in these lawsuits may be examined and copied at any time during regular office hours at the Clerk of the Court, United States District Court for the District of Minnesota, located at the Warren E. Burger Federal Building & United States Courthouse, 316 North Robert Street, 100 Federal Building, St. Paul, Minnesota, 55101.

PLEASE DO NOT TELEPHONE OR CONTACT THE COURT OR THE CLERK OF THE COURT REGARDING THIS NOTICE.