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EXHIBIT E FORM OF PHASE III SHORTFALL NOTE No. R -1 $ UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY CITY OF LITTLE CANADA, MINNESOTA TAX INCREMENT REVENUE NOTE, SERIES 200 (ST. JUDE MEDICAL CAMPUS EXPANSION PROJECT - PHASE III SHORTFALL) The City of Little Canada, Minnesota (the "City "), hereby acknowledges itself to be indebted and, for value received, hereby promises to pay the amounts hereinafter described (the "Payment Amounts ") to St. Jude Medical, Inc., a Minnesota corporation or its registered assigns (the "Registered Owner "), the principal of Dollars ($ ), but only in the manner, at the times, from the sources of revenue, and to the extent hereinafter provided. The principal amount of this Note shall equal from time to time the principal amount stated above, as reduced to the extent that such principal shall have been paid in whole or in part pursuant to the terms hereof. This Note is issued pursuant to that certain Development Agreement, dated as of May , 2008, as the same may be amended from time to time (the "Development Agreement "), by and between the City and St. Jude Medical, Inc., a Minnesota corporation (the "Developer "). The unpaid principal amount hereof shall bear interest from the date hereof at the rate of four and no hundredths percent (4.00 %) per annum, compounding annually. Interest shall be computed on the basis of a 360 -day year of twelve (12) 30 -day months. The amounts due under this Note shall be payable on each February 1 and August 1, commencing with the first February 1 or August 1 occurring after (a) the principal of and interest on the City's General Obligation Bonds, Series 2008A (together with any refunding bonds or obligations or funding using City internal funding sources, the "Bonds ") have been paid in full, (b) the City has fully reimbursed itself from Tax Increments for any difference between —the Phase -ll-I- Shortfall -and thcs -Phase 11 -1 Deposit AntountC tyPhaseI;IIShortfallAmount (as those terms are defined in the Development Agreement) and (c) payment of the City's Tax Increment Revenue Note (St. Jude Medical Campus Expansion Project - Guaranty) (the "Guaranty Note ") in full or, if the first should not be a Business Day (as defined in the Development Agreement) the next succeeding Business Day (each, a "Payment Date "). On each Payment Date, the City shall pay by check or draft mailed to the person that was the Registered Owner of this Note at the close of the last business day preceding such Payment Date an amount equal to the Available Tax Increment (as hereinafter defined) received by the City during the six month period preceding such Payment Date. All payments made by the City under this Note shall first be applied to accrued interest and then to principal. 2139197v6 Nett 256E638 \ 9 E -1