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EXHIBIT A ASSESSMENT AGREEMENT THIS ASSESSMENT AGREEMENT, dated as of this day of May, 2008, by and among the City of Little Canada, Minnesota (the "City "), St. Jude Medical, Inc., a Minnesota corporation (the "Developer "). WITNESSETH WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through 469.1799, as amended, (hereinafter the "Tax Increment Act "), the City has created Tax Increment Financing District No. 5 -1 (the "Tax Increment District "), which includes certain real property located in the City which property is legally described on Exhibit A (the "Development Property "), and has adopted a tax increment financing plan therefor, dated October 10, 2007 (the "Tax Increment Plan ") which provides for the use of tax increment financing in connection with certain development within the Tax Increment District; and WHEREAS, the Developer and the City contemplate that the Developer will undertake the construction of an approximately 170,000 square foot office building and medical device production facility (the "Project ") on the Development Property; WHEREAS, the City and Developer have entered into a Development Agreement dated as of May , 2008 (the "Development Agreement ") regarding the construction of the Project on the Development Property. WHEREAS, the City and the Developer desire to establish a minimum market value for the Development Property and the improvements constructed or to be constructed thereon, pursuant to Minnesota Statutes, Section 469.177, Subdivision 8; WHEREAS, the Developer has acquired the Development Property consisting of land and improvements; and WHEREAS, the City and the Assessor for Ramsey County, Minnesota (the "Assessor ") have reviewed plans and specifications for the Project: NOW, THEREFORE, the parties to this Assessment Agreement, in consideration of the promises, covenants and agreements made by each to the other, do hereby agree as follows: 1. As of January 2, 2010 and thereafter until December 31, 2025, except as otherwise provided herein, the minimum market value which shall be assessed for the Project shall be not less than $19,000,000. 2. The minimum market value herein established shall be of no further force and effect and this Assessment Agreement shall automatically expire, terminate, and become null and void, with no further action required, with respect to assessments occurring after 11:59 p.m. on the earlier of (i) December 31, 2025, (ii) the date on which the Tax Increment District expires or is otherwise terminated; or (iii) the date on which the principal of and interest on the City's 2139197v6 Doc# 2561638 \9 A -1