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No. R -1 $2,157,445.33 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY IN AND FOR THE CITY OF LITTLE CANADA TAX INCREMENT REVENUE NOTE OF 1992 (ST. JUDE MEDICAL, INC. PROJECT) 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 "), 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 installments shall have been paid in whole or in part pursuant to the terms hereof. The Note is issued pursuant to that certain Development Agreement, dated as of May 1, 1992, as the same may be amended from time to time (the "Development Agreement "), by and between the City of Little Canada, Minnesota (the "City "), and St. Jude Medical, Inc., a Minnesota corporation (the "Company "). The unpaid principal amount hereof shall bear interest from the date of this note at the rate of nine percent (9.00 %) per annum compounded semiannually. Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30 -day months. The amounts due under this Note shall be payable on August 1, 1994, and on each February 1 and August 1 thereafter to and including February 1, 2001, or, if the first should not be a Business Day (as defined in the Development Agreement) the next such Payment Date shall be automatically extended if and to the extent required to relieve the City of any obligation to pay any Payment Amount any earlier than 30 days after it has received the statement required under Section 3.2(4) of the Development Agreement. 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 of the City preceding such Payment Date an amount equal to the sum of 100% of the Tax Increments (hereinafter defined), less $5,000 to be retained by the City, received by the City during the six month period preceding such Payment Date provided that the Tax Increments shall be applied on a pro rata basis to all Notes issued pursuant to the Development Agreement. All payments made by the City under this Note shall first be applied to accrued interest and then to principal. The Payment Amounts due hereon shall be payable solely from tax increments (the "Tax Increments ") from the City's Tax Increment Financing District No. 4 (the "Tax Increment District ") within its Municipal Development District No. 1 which are paid to the City and Page 7