AMENDMENT TO THE ST. JUDE MEDICAL, INC. 1997 STOCK OPTION PLAN

EXHIBIT 10.2

AMENDMENT

TO THE

ST. JUDE MEDICAL, INC.

1997 STOCK OPTION PLAN

WHEREAS , St. Jude Medical, Inc., a Minnesota corporation (the “Company”), has heretofore adopted and maintains the “St. Jude Medical, Inc. 1997 Stock Option Plan” (the “Plan”);

WHEREAS , the Board of Directors of the Company (the “Board”) has retained the power to amend the Plan; and

WHEREAS, the Board has authorized the amendment of the Plan to bring the Plan into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW THEREFORE , pursuant to the power of amendment contained in Section 7 of the Plan, the Plan is hereby amended, effective as of October 23, 2008, as follows:

1. Section 1(i) of the Plan is hereby amended by (i) replacing the phrase “one of more,” where it appears therein, with the phrase “one or more,” and (ii) by adding “and