St. Jude Medical, Inc. $600 MILLION AGGREGATE PRINCIPAL AMOUNT [___]% CONVERTIBLE SENIOR DEBENTURES DUE 2035 UNDERWRITING AGREEMENT dated December [ ], 2005 Banc of America Securities LLCUnderwriting Agreement • December 5th, 2005 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
the exercise of stock options or otherwise) pursuant to a Rule 10b5-1 selling plan entered into by the undersigned prior to the date hereof, or (e) the exercise of stock options granted to the undersigned pursuant to the Company’s stock plans prior to the date hereof, provided that such exercise does not involve the sale of any shares of Common Stock in the open market other than pursuant to a Rule 10b5-1 selling plan entered into by the undersigned prior to the date hereof. In addition, the undersigned agrees that, without the prior written consent of BAS, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of 1933, as amended, of any Common Stock owned either of record or beneficia
