p 990 Return ofOrganization ExemptFromIncomeTax 2 6990s.foundationcenter.org/990_pdf_archive/620/...e Total (add lines la through 1d) (cash $ 328,659,525 noncash $ ) le 328,659,525

l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93490127009588

Form990 Return of Organization Exempt From Income Tax OMB No 1545-0047

Under section 501 (c), 527, or 4947( a)(1) of the Internal Revenue Code ( except black lung 200 6_benefit trust or private foundation)

Department of the Open to PublicTreasury -The organization may have to use a copy of this return to satisfy state reporting requirements

InspectionInternal Revenue

Service

A For the 2006 calendar year, or tax year beginning 07-01-2006 and ending 06-30-2007

B Check if applicable

1 Address change

(- Name change

F Initial return

(- Final return

F-Amended return

Pleaseuse IRS

C Name of organizationST JUDE CHILDREN'S RESEARCH HOSPITAL INCINC

D Employer identification number

62-0646012label orprint or Number and street (or P 0 box if mail is not delivered to street address) Room/suite E Telephone number

type . SeeS ecific

332 N LAUDERDALE(901) 495-3350

pInstruc - City or town, state or country, and ZIP + 4 FAccounting method fl Cash F Accrualtions . MEMPHIS, TN 38105

Other (specify) 0-

(- Application pending

* Section 501(c)(3) organizations and 4947(a)(1) nonexempt charitabletrusts must attach a completed Schedule A (Form 990 or 990-EZ).

G Web site : WWWSTJUDEORG

I Organization type ( check only one) 1- F 95 501( c) (3) -4 (insert no ) 1 4947(a)(1) or F_ 527

K Check here 1- 1 if the organization is not a 509(a)(3) supporting organization and its gross receipts arenormally not more than 25,000 A return is not required, but if the organization chooses to file a return,be sure to file a complete return

H and I are not applicable to section 527 organizations

H(a) Is this a group return for affiliates? 1 Yes F No

H(b) If "Yes" enter number of affiliates 0-

H(c) Are all affiliates included? (- Yes F_ No

(If "No," attach a list See instructions )

H(d) Is this a separate return filed by an organization

covered by a group ruling? F Yes F No

I Group Exemption Number 0-

M Check - 1 if the organization is not required toL Gross receipts Add lines 6b, 8b, 9b, and 10b to line 12 0- 406,776,731 attach Sch B (Form 990, 990-EZ, or990-PF)

n i Revenue . Expenses . and Chances in Net Assets or Fund Balances (See the instructions.)

1 Contributions, gifts, grants, and similar amounts received

a Contributions to donor advised funds la

b Direct public support (not included on line 1a) . lb 4,123,577

c Indirect public support (not included on line 1a) . 1c 257,855,376

d Government contributions (grants) (not included on line 1a) ld 66,680,572

e Total (add lines la through 1d) (cash $ 328,659,525 noncash $ ) le 328,659,525

2 Program service revenue including government fees and contracts (from Part VII, line 93) 2 70,044,786

3 Membership dues and assessments 3

4 Interest on savings and temporary cash investments 4

5 Dividends and interest from securities 5 16,255

6a Gross rents 6a

b Less rental expenses 6b

c Net rental income or (loss) subtract line 6b from line 6a . 6c

Ji 7 Other investment income (describe - ) 7

8a Gross amount from sales of assets (A) Securities (B) Other16a other than inventory 258,371 8a 73,205

b Less cost or other basis and sales expenses 169,202 8b 849,661

c Gain or (loss) (attach schedule) 95 89,169 Sc -776,456

d Net gain or (loss) Combine line 8c, columns (A) and (B) . . . . . . . . . . 8d -687,287

9 Special events and activities (attach schedule) If any amount is from gaming , check here 0- F

a Gross revenue (not including $ ofcontributions reported on line 1b) 9a

b Less direct expenses other than fundraising expenses . 9b

c Net income or (loss) from special events Subtract line 9b from line 9a . 9c

10a Gross sales of inventory, less returns and allowances . 10a

b Less cost of goods sold 10b

c Gross profit or (loss) from sales of inventory (attach schedule) Subtract line 10b from line 10a 10c

11 Other revenue (from Part VII, line 103) 11 7,724,589

12 Total revenue Add lines le, 2, 3, 4, 5, 6c, 7, 8d, 9c, 10c, and 11 . . . . . . . 12 405,757,868

13 Program services (from line 44, column (B)) . . . . . . . . . . . . . 13 438,847,250

14 Management and general (from line 44, column (C)) . . . . . . . . . . . 14 23,735,098

u 15 Fundraising (from line 44, column (D)) 15

4, 16 Payments to affiliates (attach schedule) 16

17 Total expenses Add lines 16 and 44, column (A) . . . . . . . . . . . 17 462,582,348

,A 18 Excess or (deficit) for the year Subtract line 17 from line 12 . 18 -56,824,480

19 Net assets or fund balances at beginning of year (from line 73, column (A)) 19 1,759,582,954

20 Other changes in net assets or fund balances (attach explanation) 20 393,315,009

21 Net assets or fund balances at end of year Combine lines 18, 19, and 20 . 21 2,096,073,483

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions . Cat No 11282Y Form 990 (2006)

Form 990 (2006) Page 2

RIEULEM Statement of All organizations must complete column (A) Columns (B), (C), and (D) are required for section

Functional Expenses 501(c)(3) and (4) organizations and section 4947(a)(1) nonexempt charitable trusts but optional

for others (See the instructions.)

Do not include amounts reported on line

6b, 8b, 9b, 1Ob, or 16 of Part I.(A) Total

( B) Programservices

( C) Managementand general

(D) Fundraising

22a Grants paid from donor advised funds ( attach Schedule)

(cash $ noncash $

If this amount includes foreign grants, check here F 22a

22b Other grants and allocations ( attach schedule)

(cash $ noncash $

If this amount includes foreign grants, check here - fl 22b

23 Specific assistance to individuals ( attach schedule) 23

24 Benefits paid to or for members ( attach schedule) 24

25a Compensation of current officers, directors , key employees

etc Listed in Part V-A ( attach schedule ) 25a 2,567,299 2,567,299

b Compensation of former officers, directors, key employees

etc listed in Part V-B ( attach schedule ) 25b 955,842 955,842

c Compensation and other distributions not icluded above to

disqualified persons ( as defined under section 4958(f)(1)) and

persons described in section 4958 ( c)(3)(B) (attach schedule) 25c

26 Salaries and wages of employees not included

on lines 25a , b and c 26 192,043,670 187,516,241 4,527,429

27 Pension plan contributions not included on

lines 25a, b and c 27 12,995,310 12,460,354 534,956

28 Employee benefits not included on lines

25a - 27 28 27,691,527 26,551,596 1,139,931

29 Payroll taxes 29 12,496,034 11,981,631 514,403

30 Professional fundraising fees 30

31 Accounting fees 31 166,062 159,226 6,836

32 Legal fees 32 2,915,268 2,795,260 120,008

33 Supplies 33 72,555,416 70,312,136 2,243,280

34 Telephone . . . . . . . . . . 34 749,682 602,066 147,616

35 Postage and shipping 35 801,127 617,124 184,003

36 Occupancy 36 14,352,730 12,141,528 2,211,202

37 Equipment rental and maintenance 37 2,797,312 2,766,559 30,753

38 Printing and publications 38

39 Travel 39 8,796,218 8,541,121 255,097

40 Conferences , conventions , and meetings 40

41 Interest 41 4,079,238 4,018,533 60,705

42 Depreciation , depletion, etc ( attach schedule ) ^y+ 42 45,019 ,179 44,603,757 415,422

43 Other expenses not covered above (itemize)

a HOUSEKEEPING 43a 974,951 820,766 154,185

b CONTRACT SERVICES 43b 44,640 ,172 38,777,020 5,863,152

c GENERAL AND ADMINISTRATIVE 43c 5,754,771 4,448,487 1,306,284

d REPAIRS & MAINTENANCE 43d 10,230 ,540 9,733,845 496,695

e 43e

f 43f

g 43g

44 Total functional expenses . Add lines 22a through 43g(Organizations completing columns (B)-(D), carry these totals

to lines 13- 15) 44 462,582,348 438,847,250 23,735,098 0

Joint Costs . Check - fl if you are following SOP 98-2

Are any joint costs from a combined educational campaign and fundraising solicitation reported in (B) Program services ' fl Yes fl No

If "Yes," enter ( i) the aggregate amount of these joint costs $ , ( ii) the amount allocated to Program services $

(iii) the amount allocated to Management and general $ , and (iv ) the amount allocated to Fundraising $

Form 990 (2006)

Form 990 ( 2006) Page 3

f iii Statement of Program Service Accomplishments (See the instructions.)Form 990 is available for public inspection and, for some people, serves as the primary or sole source of information about a particularorganization How the public perceives an organization in such cases may be determined by the information presented on its returnTherefore, please make sure the return is complete and accurate and fully describes, in Part III, the organization's programs andaccomplishments

What is the organization's primary exempt purpose's 0- ST JUDE CHILDREN'S RESEARCH HOSPITAL,

INC IS A RESEARCH, TREATMENT AND

EDUCATION CENTER WHOSE MISSION IS TO

ADVANCE CURES, AND MEANS OF PREVENTION,

FOR PEDIATRIC CATASTROPHIC DISEASESProgram Service

THROUGH RESEARCH AND TREATMENTExpenses

CONSISTENT WITH THE VISION OF FOUNDER(Required fc)(3) and(4) orgs,

aandnd

494947(a)(1)

DANNY THOMAS, NO CHILD IS DENIED trusts, but optional forTREATMENT BASED ON RACE, RELIGION ORA others)

FAMILY'S ABILITY TO PAY

All organizations must describe their exempt purpose achievements in a clear and concise manner State the number of clients served,publications issued, etc Discuss achievements that are not measurable (Section 501(c)(3) and (4) organizations and 4947(a)(1) nonexemptcharitable trusts must also enter the amount of grants and allocations to others )

a RESEARCH THE CURRENT BASIC SCIENCE AND CLINICAL RESEARCH AT THE HOSPITAL INCLUDE

WORK IN GENE THERAPY, CHEMOTHERAPY, THE BIOCHEMISTRY OF NORMAL CANCEROUS CELLS,

RADIATION TREATMENT, BLOOD DISEASES, RESISTANCE TO THERAPY, VIRUSES, HEREDITARY

DISEASES, INFLUENZA, PEDIATRIC AIDS AND PHYSIOLOGICAL EFFECTS OF CATASTROPHIC

ILLNESSES THE HOSPITAL AWARDS NO GRANTS TO OUTSIDE AGENCIES ALL RESEARCH ACTIVITIES

ARE CONDUCTED BY HOSPITAL PERSONNEL TOTAL RESEARCH EXPENSES 212,154,032 PER AUDITED

FINANCIAL STATEMENTS

(Grants and allocations $ ) If this amount includes foreign grants, check here F- 212,154,032

b EDUCATION AND TRAINING AS PART OF ITS EDUCATIONAL MISSION, THE HOSPITAL PROVIDES

APPROXIMATELY 275 POSTDOCTORAL FELLOWSHIPS TO INDIVIDUALS WHO ALREADY HAVE EARNED

AN MD, PHD, PHARMD, OR DVM THE HOSPITAL I S ALSO AFFILIATED WITH THE UNIVERSITY OF

TENNESSEE HEALTH SCIENCES CENTER AT MEMPHIS, SERVING AS A TRAINING SITE FOR GRADUATE

STUDENTS AND MEDICAL RESIDENTS THIS TRAINING IS PROVIDED IN A VARIETY OF

SUBSPECIALTIES AND RESEARCH DISCIPLINES IN THE CLINICAL AND BASIC SCIENCES UNDER THE

DIRECTION OFSENIOR RESEARCH AND CLINICAL FACULTY A PEDIATRIC ONCOLOGY EDUCATION

PROGRAM, OFFERING SUMMER TRAINING IN RESEARCH AND CLINICAL DISCIPLINES TO COLLEGE

STUDENTS, IS AN INTEGRAL PART OF ST JUDE'S COMMUNITY EDUCATION ACTIVITIES TOTAL

EDUCATION &TRAINING EXPENSES 13,325,949 PER AUDITED FINANCIAL STATEMENTS

(Grants and allocations $ ) If this amount includes foreign grants, check here - r 13,325,949

c PATIENT CARE THE HOSPITAL PROVIDED 15,743 INPATIENT DAYS OF CARE DURING THE YEAR OUR

BONE MARROW TRANSPLANTATION PROGRAM ACCOUNTED FOR 5,373 OR 34% OFTHOSE INPATIENT

DAYS PATIENTS MADE 76,868 CLINIC VISITS DURING THE YEAR TOTAL PATIENT CARE

EXPENSES 213,367,269 PER AUDITED FINANCIAL STATEMENTS

(Grants and allocations $ ) If this amount includes foreign grants, check here F- 213,367,269

d

(Grants and allocations $ ) If this amount includes foreign grants, check here F-

e Other program services (attach schedule)(Grants and allocations $ ) If this amount includes foreign grants, check here - F-

f Total of Program Service Expenses (should equal line 44, column (B), Program services) . 438,847,250

Form 990 (2006)

Form 990 (2006) Page 4

Balance Sheets (See the instructions.)

Note : Where required, attached schedules and amounts within the description (A) (B)column should be for end-of-year amounts only. Beginning of year End of year

45 Cash-non-interest-bearing 15,850 45 14,250

46 Savings and temporary cash investments 5,903,629 46 33,950,550

47a Accounts receivable 47a 43,022,674

b Less allowance for doubtful accounts 47b 22,576,668 16,192,891 47c 20,446,006

48a Pledges receivable . . . . . 48a

b Less allowance for doubtful accounts 48b 48c

49 Grants receivable 49

50a Receivables from current and former officers, directors, trustees, andkey employees (attach schedule) 50a

b Receivables from other disqualified persons (as defined under section4958(c)(3)(B) (attach schedule) 50b

51a Other notes and loans receivable (attachschedule) . . . . . . 51a

b Less allowance for doubtful accounts 51b 51ca'

52 Inventories for sale or use 2,641,183 52 2,758,653

53 Prepaid expenses and deferred charges 2,717,082 53 4,602,329

54a Investments-publicly-traded securities F-Cost F-FMV 54a

b Investments-other securities (attach schedule) F-Cost F FMV 1,174,298 54b 1,372,201

55a Investments-land, buildings, andequipment basis . . . . . 55a

b Less accumulated depreciation (attachschedule) . . . . . . . 55b 55c

56 Investments-other (attach schedule) 56

57a Land, buildings, and equipment basis 57a 798,486,874

b Less accumulated depreciation (attachschedule) . . . . . . . 57b 347,136, 021 403, 984, 957 57c 451, 350, 853

58 Other assets, including program-related investments

(describe -1,509,042,803 58 1,911,839,441

59 Total assets (must equal line 74) Add lines 45 through 58 . 1,941,672,693 59 2,426,334,283

60 Accounts payable and accrued expenses 60,306,837 60 70,866,636

61 Grants payable . . . . . . . . . . . . . . 61

62 Deferred revenue 3,804,175 62 4,297,457

63 Loans from officers, directors, trustees, and key employees (attach

schedule ) . . . . . . . . . . . . . . 63

64a Tax-exempt bond liabilities (attach schedule) 116,878,727 64a 253,386,707

b Mortgages and other notes payable (attach schedule) 64b

65 Other liablilities (describe 0 ) 1,100,000 65 1,710,000

66 Total liabilities Add lines 60 through 65 . . . . . . . 182,089,739 66 330,260,800

Organizations that follow SFAS 117, check here - F and complete lines

67 through 69 and lines 73 and 74

CD 67 Unrestricted 1,106,245,337 67 1,349,952,953

68 Temporarily restricted 23,569,569 68 32,120,742

69 Permanently restricted 629,768,048 69 713,999,788

Organizations that do not follow SFAS 117, check here - fl and

complete lines 70 through 74LL_Z5 70 Capital stock, trust principal, or current funds 70

71 Paid-in or capital surplus or land building and equipment fund . 71CD

, , ,

72 Retained earnings, endowment, accumulated income, or other funds 72

73 Total net assets or fund balances Add lines 67 through 69 or lines 70through 72 (Column ( A) must equal line 19 and column ( B) must equal

line 21) . 1,759,582,954 73 2,096,073,483

74 Total liabilities and net assets / fund balances Add lines 66 and 73 1,941,672,693 74 2,426,334,283

Form 990 (2006)

Form 990 (2006) Page 5

Reconciliation of Revenue per Audited Financial Statements With Revenue per Return (Seethe instructions. )

a Total revenue, gains, and other support per audited financial statements a 148,896,424

b Amounts included on line a but not on Part I, line 12

1 Net unrealized gains on investments bl 217,476

2 Donated services and use of facilities . b2

3 Recoveries of prior year grants b3

4 Other (specify)

b4

Add lines blthrough b4 . . . . . . . . . . . . . . . . . . . b 217,476

c Subtract line bfrom line a . c 148,678,948

d Amounts included on Part I, line 12, but not on line a

1 Investment expenses not included on Part I, line

6b . dl

2 Other (specify)

d2 257,078,920

Add lines dl and d2 . . . . . . . . . . . . . . . . . . . . d 217,476

e Total revenue (Part I, line 12) Add lines c and 405,757,868

d . e

Reconciliation of Ex penses per Audited Financial Statements With Ex penses per Return

a Total expenses and losses per audited financial statements a 462,582,348

b Amounts included on line a but not on Part I, line 17

1 Donated services and use of facilities . bl

2 Prior year adjustments reported on Part I, line

20 b2

3 Losses reported on Part I, line

20 b3

4 Other (specify)

b4

Add lines blthrough b4 . . . . . . . . . . . . . . . . . . . b

c Subtract line bfrom line a . c 462,582,348

d Amounts included on Part I, line 17, but not on line a:

1 Investment expenses not included on Part I, line

6b . dl

2 Other (specify)

d2

Add lines dl and d2 . . . . . . . . . . . . . . . . . . . . d

e Total expenses (Part I, line 17) Add lines c and 462,582,348

d . e

VINTW, Current Officers , Directors , Trustees , and Key Employees (List each person who was an officer,director, trustee, or key employee at any time during the year even if they were not compensated.) (See the

Form 990 (2006)

Form 990 (2006) Page 6

Current Officers , Directors , Trustees , and Key Employees (continued) Yes No

75a Enter the total number of officers, directors, and trustees permitted to vote on organization business at board

meetings . . . . . . . . . . . . . . . . . . . . .0-49

b Are any officers, directors, trustees, or key employees listed in Form 990, Part V -A, or highest compensated

employees listed in Schedule A, Part I, or highest compensated professional and other independent

contractors listed in Schedule A, Part II-A or II-B, related to each other through family or business

relationships? If "Yes," attach a statement that identifies the individuals and explains the relationship(s) 75b Yes

c Do any officers, directors, trustees, or key employees listed in Form 990, Part V -A, or highest compensated

employees listed in Schedule A, Part I, or highest compensated professional and other independent

contractors listed in Schedule A, Part II-A or II-B, receive compensation from any other organizations, whether

tax exempt or taxable, that are related to the organization? See the instructions for the definition of "related 75c Yes

organization" 19 . .

If "Yes," attach a statement that includes the information described in the instructions

d Does the organization have a written conflict of interest policy? 75d Yes

Former Officers, Directors, Trustees , and Key Employees That Received Compensation or OtherBenefits (If any former officer, director, trustee, or key employee received compensation or other benefits(described below) during the year, list that person below and enter the amount of compensation or otherbenefits in the appropriate column. See the Instructions.)

(A) Name and address (B) Loans and Advances (C) Compensation(If not paid enter -0- )

(D) Contributions toemployee benefit plans

and deferred compensationplans

(E) Expense account andother allowances

A rthur W N ienhuis

332 N Lauderdale

Memphis,TN 38105

0 361,253 112,987 0

JOHN D NASH

332 N LAUDERDALE

MEMPHIS,TN 38105

0 407,236 74,366 0

LOW Other Information (See the instructions .) Yes No

76 Did the organization make a change in its activities or methods of conducting activities? If "Yes," attach a

detailed statement of each change 76 N o

77 Were any changes made in the organizing or governing documents but not reported to the IRS? 77 Yes

If "Yes," attach a conformed copy of the changes

78a Did the organization have unrelated business gross income of $1,000 or more during the year covered by this return? . 78a N o

b If "Yes," has it filed a tax return on Form 990-T for this year? 78b

79 Was there a liquidation, dissolution, termination, or substantial contraction during the year? If "Yes," attach

a statement 79 N o

80a Is the organization related (other than by association with a statewide or nationwide organization) through common membership,

governing bodies, trustees, officers, etc , to any other exempt or nonexempt organization? , 80a Yes

b If "Yes," enter the name of the organization 0- american lebanese syrian associated charities inc

and check whether it is F exempt or fl nonexempt

81a Enter direct or indirect political expenditures (See line 81 instructions 81a

b Did the organization file Form 1120-POL for this year? 1b o

Form 990 (2006)

Form 990 (2006) Page 7

LOW Other Information (continued) Yes No

82a Did the organization receive donated services or the use of materials, equipment, or facilities at no charge orat substantially less than fair rental value? 82a Yes

b If "Yes," you may indicate the value of these items here Do not include this amount as revenue

in Part I or as an expense in Part II (See instructions in Part III ) 82b

83a Did the organization comply with the public inspection requirements for returns and exemption applications? 83a Yes

b Did the organization comply with the disclosure requirements relating to quid pro quo contributions? 83b

84a Did the organization solicit any contributions or gifts that were not tax deductible? . 84a No

b If "Yes," did the organization include with every solicitation an express statement that such contributions or

gifts were not tax deductible? 84b

85 501(c)(4), (5), or(6) organizations, a Were substantially all dues nondeductible by members? . . . . . . 85a

b Did the organization make only in-house lobbying expenditures of $2,000 or less? . 85b

If "Yes," was answered to either 85a or 85b, do not complete 85c through 85h below unless the organizationreceived a waiver for proxy tax owed the prior year

c Dues assessments, and similar amounts from members . . . . . . 85c

d Section 162(e) lobbying and political expenditures 85d

e Aggregate nondeductible amount of section 6033(e)(1)(A) dues notices 85e

f Taxable amount of lobbying and political expenditures (line 85d less 85e) . 85f

g Does the organization elect to pay the section 6033(e) tax on the amount on line 85f7

h If section 6033(e)(1)(A) dues notices were sent, does the organization agree to add the amount on line 85fto its

reasonable estimate of dues allocable to nondeductible lobbying and political expenditures for the following tax

year?

85g

85h

86 501(c)(7) orgs. Enter a Initiation fees and capital contributions included on line 12 86a

88a At any time during the year, did the organization own a 50% or greater interest in a taxable corporation or

partnership, or an entity disregarded as separate from the organization under Regulations sections 301 7701-2

and 301 7701-3'' If "Yes," complete Part IX88a Yes

b Gross receipts , included on line 12, for public use of club facilities . 86b

87 501 (c)(12) orgs. Enter a Gross income from members or shareholders 87a

b Gross income from other sources ( Do not net amounts due or paid to other

sources against amounts due or received from them ) . 87b

b At any time during the year, did the organization directly or indirectly own a controlled entity within the meaning

of section 512(b)(13)'' If yes complete Part XI

88b

89a 501 (c)(3) organizations Enter Amount of tax imposed on the organization during the year under

section 4911 - 0 , section 4912 - 0 , section 4955 - 0

b 501 (c)(3) and 501(c)(4) orgs. Did the organization engage in any section 4958 excess benefit transaction during

the year or did it become aware of an excess benefit transaction from a prior year? If "Yes ," attach a statement

explaining each transaction 89b

c Enter A mount of tax imposed on the organization managers or disqualified personsduring the year under sections 4912, 4955, and 4958 . 0- 0

d Enter A mount of tax on line 89c, above, reimbursed by the organization . . . 0-

e All organizations. At any time during the tax year was the organization a party to a prohibited tax sheltertransaction?

f All organizations. Did the organization acquire direct or indirect interest in any applicable insurance contract?

No

No

89e I I N o

89f I I N o

g Forsupporting organizations and sponsoring organizations maintaining donor advised funds. Did the supporting

organization, or a fund maintained by a sponsoring organization, have excess business holdings at any time

during the year?

89g90a List the states with which a copy of this return is filed 0-

b N umber of employees employed in the pay period that includes March 12, 2006 (See 90b 3,171

instructions ) . . . . . . . . . . . . . . . . . . . . .

91aThe books are in care of 0, MICHAEL C CANARIOS

332 N LAUDERDALE ST

Located at MEMPHIS, TN ZIP +4 p, 38105

b At any time during the calendar year, did the organization have an interest in or a signature or other authority

over a financial account in a foreign country (such as a bank account, securities account, or other financial

account)?

If "Yes," enter the name of the foreign country 0-

See the instructions for exceptions and filing requirements for Form TD F 90-22 .1, Report of Foreign Bank and

Financial Accounts

Telephone no 0- (901) 495-2260

Yes No

91b N o

Form 990 (2006)

Form 990 (2006) Page 8

LOW Other Information (continued) Yes No

c At any time during the calendar year, did the organization maintain an office outside of the United States? 91c No

If "Yes," enter the name of the foreign country 0-

92 Section 4947(a)(1) nonexempt charitable trusts filing Form 990 in lieu of Form 1041-Check here . F

and enter the amount of tax-exempt interest received or accrued during the tax year . 92

r3NOTF Anal y sis of Income - Producin g Activities (See the instructions,

Note : Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (E)Related or

Business (B) Exclusion (D) exempt function

cod eAmount

cod eAmount income

93 Program service revenue

a SERVICE REVENUE 70,044,786

b

c

d

e

f Medicare/Medicaid payments

g Fees and contracts from government agencies

94 Membership dues and assessments . .

95 Interest on savings and temporary cash investments

96 Dividends and interest from securities . . 14 16,255

97 Net rental income or ( loss) from real estate

a debt-financed property

b non debt -financed property

98 Net rental income or (loss) from personal property

99 Other investment income

100 Gain or (loss) from sales of assets other than inventory 18 -687,287

101 Net income or (loss ) from special events .

102 Gross profit or ( loss) from sales of inventory

103 Other revenue a CAFETERIA INCOME 03 1,620,531

b GIFT SHOP 03 1,423,623

c PATENTS LICENSING I 2,111,811

d OTHER INCOME 525990 2,568,624

e

104 Subtotal ( add columns ( B), (D), and (E)) 2,373,122 74,725,221

105 Total (add line 104, columns ( B), (D), and (E)) . . . . . . . . . . . . . . . . . . 77,098,343

Note : Line 105 plus line le, Part I, should equal the amount on line 12, Part I.

Dnl^+:^nchiri ,f A.+ i-i+inc +, +hn A^^^mr^lichmnn+ ^f C , mr^+ D-"-nc (Cu- thu inct. ,,i+ti^nc 1

Line No .t

Explain how each activity for which income is reported in column ( E) of Part VII contributed importantly to the accomplishmentof the organization ' s exempt purposes ( other than by providing funds for such purposes)

93A GROSS INCOME RECEIVED AS CONSIDERATION FOR PROVIDING SERVICE IN

& FURTHERANCE OF THE PURPOSE CONSTITUTING THE BASIS FOR THE EXEMPTION OF

103 ST JUDE CHILDREN'S RESEARCH HOSPITAL, INC

--•i l'l7.w i11 WN IIIC tiV ii nG Mal iii. I Q Acidic JY Y. 1 ICI IG .l CITY VI .lI C 1CI YGY L11 1Lic .I I.ac ^. t,,c ,,,. t, /

(A) (B) (C) (D)D)

(E)Name, address, and EIN of corporation, Percentage of

Nature of activities Total incomeEnd-of-year

partnership, or disregarded entity ownership interest assets

CHILDREN'S GMP LLC332 N LAUDERDALEMEMPHIS, TN38105

10000 00 % VACCINE MANUFACTURER -1,513,732 -137,157

62-0646012

THANKS & GIVING LLC332 N LAUDERDALE

10000 00 % ROYALTY INCOME FROM BOOK SALES 0 10,768MEMPHIS, TN3810562-0646012

THE RIGHT WORDS LLC332 N LAUDERDALEMEMPHIS, TN38105

10000 00 % ROYALTY INCOME FROM BOOK SALES 150,079 0

62-0646012

Information Regarding Transfers Associated with Personal Benefit Contracts (See theinstructions.)

(a) Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? , fl Yes F No

(b) Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? . fl Yes F No

NOTE : If "Yes" to (b), file Form 8870 and Form 4720 (see instructions).

Form 990 (2006)

Form 990 (2006) Page 9

LQLW Information Regarding Transfers To and From Controlled Entities Complete only if the organization is

a controlling organization as defined in section 512(b)(13)

Yes No

106 Did the reporting organization make any transfers to a controlled entity as defined in section 512(b)(13) of

the Code? if "Yes," complete the schedule below for each controlled entity

(A) (B) (C) (D)

Name and address of each Employer Identification Description of Amount of transfer

controlled entity Number transfer

Totals

Yes No

107 Did the reporting organization receive any transfers from a controlled entity as defined in section 512(b)(13) of

the Code? if "Yes," complete the schedule below for each controlled entity

(A) (B) (C) (D)

Name and address of each Employer Identification Description of Amount of transfer

controlled entity Number transfer

Totals

Yes No

108 Did the organization have a binding written contract in effect on August 17, 2006 covering the interests, rents,

royalties and annuities described in question 107 above?

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledgeand belief, it is true, correct, and complete Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge

Please 2008-05-06Sign

FSignature of officer Date

HereMICHAEL C CANARIOS SENIOR V P /CfO

Type or print name and title

PaidPreparer'sUseOnly

Preparer'ssignature

Firm's name (or yoursif self-employed),address, and ZIP + 4

DELOITTE TAX LLP

100 PEABODY PLACE SUITE 800

memphis , TN 38103

Date

efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93490127009588

SCHEDULE A Organization Exempt Under Section 501(c)(3) OMB No 1545-0047

(Form 990 or ( Except Private Foundation ) and Section 501(e ), 501(f ), 501(k),

501(n ), or 4947( a)(1) Nonexempt Charitable Trust

2006990EZ ) Supplementary Information-(See separate instructions.)

Department of the

Treasury

Internal Revenue

Service

jk- MUST be completed by the above organizations and attached to their Form 990 or 990-EZ

Name of the organizationST JUDE CHILDREN'S RESEARCH HOSPITAL INCINC

Employer identification number

62-0646012

Compensation of the Five Highest Paid Employees Other Than Officers, Directors, and Trustees(See page 2 of the instructions. List each one. If there are none, enter "None.")

(d) Contributions(e) Expense

(a) Name and address of each employee (b) Title and average hours to employee benefit(c) Compensation account and otherpaid more than $50,000 per week devoted to position plans & deferred

allowancescompensation

IarryakunMDRADIATION ONCOLOGY

332 N Lauderdale 40 00563,050 135,599 0

Memphis,TN 38105

stephen J shochat MDsur er

332 N Lauderdaleg y

40 00526,724 34,804 0

Memphis,TN 38105

LESLIE L ROBISON PHDEPIDEMIOLOGY

332 N Lauderdale 40 00429,251 34,674 0

Memphis,TN 38105

THOMAS E MERCHANT PHDRADIATION ONCOLOGY

332 N Lauderdale 40 00414,318 61,956 0

Memphis,TN 38105

JAMES M BOYETT PHDBIOSTATISTICS

332 N Lauderdale 40 00362,102 77,033 0

Memphis,TN 38105

Total number of other employees paid over$50,000

1,536

Compensation of the Five Highest Paid Independent Contractors for Professional Services(See page 2 of the instructions. List each one (whether individuals or firms). If there are none, enter"None.")

(a) Name and address of each independent contractor paid more than $50,000 (b) Type of service ( c) Compensation

university of tennessee

62 5 Dunlap

Memphis,TN 38163

Medical Services 3,254,643

UT Medical Group

70 N Pauline

Memphis,TN 38105


OSFST FRANCES MEDICAL CENTER

530 NE GLEN OAK AVE

PEORIA,IL 61637


ROPES GRAY

ONE INTERNATIONAL PL

BOSTON,MA 02110

LEGAL SERVICES 1,483,673

Methodist LeBonheur Healthcare

1211 U nion Avenue

Memphis,TN 38104


Total number of others receiving over $50,000 for

professional services 111.114

1

Compensation of the Five Highest Paid Independent Contractors for Other Services(List each contractor who performed services other than professional services, whether individuals orfirms. If there are none, enter "None". See page 2 for instructions.)

(a) Name and address of each independent contractor paid more than $50,000 (b) Type of service (c) Compensation

Skanska

70 Ellis St

Atlanta,GA 30303

BUILDING Contractor 53,462,248

HDS Services

39395 W 12 Mile Road

Farmington Hills, MI 48331

Food Services 3,026,237

OMEGA GENERAL CONTRACTORS

1778 SEPTEMBER AVE

MEMphis,TN 38116

BUILDING Contractor 2,351,825

Guardsmark

PO Box 11407

Birmingham,AL 35246

Security Services 2,031,579

ARAMARK HEALTHCARE MANAGEMENT SERVI

22506 NETWORK PLACE

CHICAGO,IL 60673

ENVIRONMENTAL Services 1,179,202

Total number of other contractors receiving over

$50,000 for other services ►100

For Paperwork Reduction Act Notice , see the Instructions for Form 990 andCat No 11285F Schedule A (Form 990 or 990-EZ)

Form 990-EZ. 2006

Schedule A (Form 990 or 990-EZ) 2006 Page 2

Statements About Activities (See page 2 of the instructions .) Yes No

1 During the year, has the organization attempted to influence national, state, or local legislation, include any attempt

to influence public opinion on a legislative matter or referendum? If "Yes," enter the total expenses paid or incurred in

connection with the lobbying activities Jk-$ 40,575 (Must equal amounts on line 38, Part VI-A, or line

i of Part VI-B ) 1 Yes

Organizations that made an election under section 501(h) by filing Form 5768 must complete Part VI-A Other

organizations checking "Yes" must complete Part VI-B AND attach a statement giving a detailed description of the

lobbying activities

2 During the year, has the organization, either directly or indirectly, engaged in any of the following acts with any

substantial contributors, trustees, directors, officers, creators, key employees, or members of their families, or with

any taxable organization with which any such person is affiliated as an officer, director, trustee, majority owner, or

principal beneficiary? (If the answer to any question is "Yes,"attach a detailed statement explaining the transactions.)

a Sale, exchange, or leasing property? 2a No

b Lending of money or other extension of credit? 2b NoFc Furnishing of goods, services, or facilities? 2c Yes

d Payment of compensation (or payment or reimbursement of expenses if more than $1,000)7 2d Yes

e Transfer of any part of its income or assets? 2e I No

3a Did the organization make grants for scholarships, fellowships, student loans, etc '' (If "Yes," attach an explanation

of how the organization determines that recipients qualify to receive payments 3a Yes

b Did the organization have a section 403(b) annuity plan for its employees? 3b Yes

c Did the organization receive or hold an easement for conservation purposes, including easements to preserve openspace, the environment , historic land areas or structures? If "Yes" attach a detailed statement 3c No

d Did the organization provide credit counseling, debt management, credit repair, or debt negotiation services? 3d No

4a Did the organization maintain any donor advised funds? If"Yes," complete lines 4b through 4g If"No," complete lines4f and 4g 4a Yes

b Did the organization make any taxable distributions under section 49667 4b

c Did the organization make a distribution to a donor, donor advisor, or related person? 4c

d Enter the total number of donor advised funds owned at the end of the tax year

e Enter the aggregate value of assets held in all donor advised funds owned at the end of the tax year

f Enter the total number of separate funds or accounts owned at the end of the tax year (excluding donoradvised funds included on line 4d) where donors have the right to provide advice on the distribution or 0investment of amounts in such funds or accounts

g Enter the aggregate value of assets held in all funds or accounts included on line 4f at the end of the taxyear 0

Schedule A (Form 990 or 990-EZ) 2006


Reason for Non-Private Foundation Status (See pages 4 through 7 of the instructions.)

certify that the organization is not a private foundation because it is (Please check only ONE applicable box

5 fl A church, convention of churches, or association of churches Section 170(b)(1)(A)(i)

6 fl A school Section 170(b)(1)(A)(ii) (Also complete Part V )

7 fl A hospital or a cooperative hospital service organization Section 170(b)(1)(A)(iii)

8 fl A federal , state, or local government or governmental unit Section 170(b)(1)(A)(v)

9 F A medical research organization operated in conjunction with a hospital Section 170( b)(1)(A)(iii) Enter the hospital ' s name, city,

and state lk^ ST JUDE CHILDREN'S RESEARCH HOSPITAL INC

, MEMPHIS , TN ,

10 fl A n organization operated for the benefit of a college or university owned or operated by a governmental unit

Section 170(b)(1)(A)(iv) (Also complete the Support Schedule in Part IV-A)

11a fl An organization that normally receives a substantial part of its support from a governmental unit or from the general public

Section 170(b)(1)(A)(vi) (Also complete the Support Schedule in Part IV-A)

11b fl A community trust Section 170(b)(1)(A)(vi) (Also complete the Support Schedule in Part IV-A)

12 fl A n organization that normally receives ( 1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its charitable, etc , functions-subject to certain exceptions, and (2 ) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975 See section 509(a)(2) (Also complete the Support Schedule in Part IV-A

13 fl An organization that is not controlled by any disqualified persons (other than foundation managers) and otherwise meets the

requirements of section 509(a)(3) Check the box that describes the type of supporting organization

fl Type I fl Type II fl Type III - Functionally Integrated fl Type III - Other

Provide the following information about the supported organizations . ( see page 7 of the instructions.)

(c) (d)(b) Type of Is the supported

( a) Employerorganization organization listed in the (e)

Name ( s) of supported organization ( s) identification(described in supporting organization's Amount of

numberlines 5 through governing documents? support?

12 above or

IRC section) Yes No

Total 1k. I

14 fl An organization organized and operated to test for public safety Section 509( a)(4) (See page 7 of the instructions )



Support Schedule (Complete only if you checked a box on line 10, 11, or 12 ) Use cash method of accounting.Note : You may use the worksheet in the instructions for converting from the accrual to the cash method of accounting.

Calendar year ( or fiscal year beginning in ) ok. (a) 2005 (b) 2004 (c) 2003 (d) 2002 (e) Total

15 Gifts, grants, and contributions received (Do not

include unusual grants See line 28

16 Membership fees received

17 Gross receipts from admissions, merchandisesold or services performed, or furnishing offacilities in any activity that is related to theorganization's charitable, etc , purpose

18 Gross income from interest, dividends, amountsreceived from payments on securities loans(section 512(a)(5)), rents, royalties, and

unrelated business taxable income (less section511 taxes) from businesses acquired by theorganization after June 30, 1975

19 Net income from unrelated business activitiesnot included in line 18

20 Tax revenues levied for the organization's benefitand either paid to it or expended on itsbehalf

21 The value of services or facilities furnished tothe organization by a governmental unit withoutcharge Do not include the value of services orfacilities generally furnished to the public withoutcharge

22 Other income Attach a schedule Do not includegain or (loss) from sale of capital assets

23 Total of lines 15 through 22

24 Line 23 minus line 17

25 Enter 1% of line 23

26 Organizations described on lines 10 or 11 : a Enter 2% of amount in column (e), line 24 ► 26a

b Prepare a list for your records to show the name of and amount contributed by each person (other

than a governmental unit or publicly supported organization) whose total gifts for 2002 through

2005 exceeded the amount shown in line 26a Do not file this list with your return . Enter the total

of all these excess amounts ► 26b 0

c Total support for section 509(a)(1) test Enter line 24, column ( e) llk^ 26c

d Add Amounts from column (e) for lines 18 19

22 26b 26d

e Public support (line 26c minus line 26d total) ► 26e

f Public support percentage ( line 26e ( numerator ) divided by line 26c (denominator )) ► 26f

27 Organizations described on line 12 : a For amounts included in lines 15, 16, and 17 that were received from a "disqualified person,"

prepare a list for your records to show the name of, and total amounts received in each year from, each "disqualified person

Do not file this list with your return . Enter the sum of such amounts for each year

(2005) (2004) (2003) (2002)

b For any amount included in line 17 that was received from each person (other than "disqualified persons"), prepare a list for your

records to show the name of, and amount received for each year, that was more than the larger of (1) the amount on line 25 for the year

or (2) $5,000 (Include in the list organizations described in lines 5 through 11b, as well as individuals ) Do not file this list with your

return . After computing the difference between the amount received and the larger amount described in (1) or (2), enter the sum of

these differences (the excess amounts) for each year

(2005) (2004) (2003) (2002)

c Add Amounts from column ( e) for lines 15

17 20

d Add Line 27a total

e Public support (line 27c total minus line 27d total)

and line 27b total

16

21 ► 27c

27d

27e

f Total support for section 509(a)(2) test Enter amount from line 23, column (e) lk^ 127f

g Public support percentage ( line 27e ( numerator ) divided by line 27f (denominator))

h Investment income percentage ( line 18, column (e) (numerator ) divided by line 27f (denominator)) lk^

28 Unusual Grants: For an organization described in line 10, 11, or 12 that received any unusual grants during 2002 through 2005,

prepare a list for your records to show, for each year, the name of the contributor, the date and amount of the grant, and a brief

description of the nature of the grant Do not file this list with your return . Do not include these grants in line 15



IMMMIEUPrivate School Questionnaire (See page 7 of the instructions.)

(To be com p leted ONLY by schools that checked the box on line 6 in Part IV)29 Does the organization have a racially nondiscriminatory policy toward students by statement in its charter, bylaws, Yes No

other governing instrument, or in a resolution of its governing body? 29

30 Does the organization include a statement of its racially nondiscriminatory policy toward students in all its

brochures, catalogues, and other written communications with the public dealing with student admissions,

programs, and scholarships? 30

31 Has the organization publicized its racially nondiscriminatory policy through newspaper or broadcast media during

the period of solicitation for students, or during the registration period if it has no solicitation program, in a way

that makes the policy known to all parts of the general community it serves? 31

If "Yes," please describe, if "No," please explain (If you need more space, attach a separate statement )

32 Does the organization maintain the following

a Records indicating the racial composition of the student body, faculty, and administrative staff? 32a

b Records documenting that scholarships and other financial assistance are awarded on racially nondiscriminatory

basis? 32b

c Copies of all catalogues, brochures, announcements, and other written communications to the public dealing

with student admissions, programs, and scholarships? 32c

d Copies of all material used by the organization or on its behalf to solicit contributions? 32d

If you answered "No" to any of the above, please explain (If you need more space, attach a separate statement

33 Does the organization discriminate by race in any way with respect to

a Students' rights or privileges? 33a

b Admissions policies? 133b

c Employment of faculty or administrative staff? 133c

d Scholarships or other financial assistance? 33d

e Educational policies? 33e

f Use of facilities? 33f

g Athletic programs? 33g

h Other extracurricular activities? 33h

If you answered "Yes" to any of the above, please explain (If you need more space, attach a separate statement

34a Does the organization receive any financial aid or assistance from a governmental agency? 34a

b Has the organization 's right to such aid ever been revoked or suspended?

If you answered "Yes" to either 34a orb, please explain using an attached statement

35 Does the organization certify that it has complied with the applicable requirements of sections 4 01 through 4 05

of Rev Proc 75-50, 1975-2 C B 587, covering racial nondiscrimination? If "No," attach an explanation 35



Lobbying Expenditures by Electing Public Charities (See page 10 of the instructions.)

(To be completed ONLY by an eligible organization that filed Form 5768)Check ► a fl if the organization belongs to an affiliated group Check ► b fl if you checked "a" and "limited control" provisions apply

Limits on Lobby ing Expenditures (a) (b)To be completed

Affiliated groupfor all electing

(The term "expenditures" means amounts paid or incurred totalsorganizations

36 Total lobbying expenditures to influence public opinion (grassroots lobbying) 36

37 Total lobbying expenditures to influence a legislative body (direct lobbying) 37

38 Total lobbying expenditures (add lines 36 and 37) 38

39 Other exempt purpose expenditures 39

40 Total exempt purpose expenditures (add lines 38 and 39) 40

41 Lobbying nontaxable amount Enter the amount from the following table

If the amount on line 40 is- The lobbying nontaxable amount is-

Not over $500,000 20% of the amount on line 40

Over $500,000 but not over $1,000,000 $100,000 plus 15% of the excess over $500,000

Over $1,000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000 41

Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000

Over $17,000,000 $1,000,000

42 Grassroots nontaxable amount (ente r 25% of line 41) 42

43 Subtract line 42 from line 36 Enter -0- if line 42 is more than line 36 43

44 Subtract line 41 from line 38 Enter -0- if line 41 is more than line 38 44

Caution : If there is an amount on either line 43 or line 44, you must file Form 4720.

4-Year Averaging Period Under Section 501(h)(Some organizations that made a section 501(h) election do not have to complete all of the five columns below

See the instructions for lines 45 throuah 50 on oaae 13 of the instructions

Lobbying Expenditures During 4-Year Averaging Period

Calendaryear ( or

fiscal year beginning in ) ►(a)

2006

(b )

2005

( c)

2004

(d)

2003

(e)

Total

45 Lobbying nontaxable amount

46 Lobbying ceiling amount (150% of line 45(e))

47 Total lobbying expenditures

48 Grassroots nontaxable amount

49 Grassroots ceiling amount (150% of line 48(e))

50 Grassroots lobbying expenditures

Lobbying Activity by Nonelecting Public Charities( For re p ortin g onl y b y org anizations that did not com p lete Part VI-A ( See a e 13 of the instructions. )

During the year, did the organization attempt to influence national, state or local legislation, including anyattempt to influence public opinion on a legislative matter or referendum, through the use of Yes No Amount

a Volunteers No

b Paid staff or management (Include compensation in expenses reported on lines c through h.) Yes

c Media advertisements No 0

d Mailings to members, legislators, or the public No 0

e Publications, or published or broadcast statements No 0

f Grants to other organizations for lobbying purposes No 0

g Direct contact with legislators, their staffs, government officials, or a legislative body Yes 40,575

h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any other means No 0

i Total lobbying expenditures (Add lines c through h.) 40,575

If "Yes" to any of the above, also attach a statement giving a detailed description of the lobbying activiti es



Information Regarding Transfers To and Transactions and Relationships With NoncharitableExempt Organizations (See page 13 of the instructions.)

51 Did the reporting organization directly or indirectly engage in any of the following with any other organization described in section

501(c) of the Code (other than section 50 1(c)(3) organizations) or in section 527, relating to political organizations?

a Transfers from the reporting organization to a noncharitable exempt organization of Yes No

(i) Cash

(ii) Other assets

b Other transactions

51a(i) No

a(ii) No

(i) Sales or exchanges of assets with a noncharitable exempt organization b(i) No

(ii) Purchases of assets from a noncharitable exempt organization b(ii) No

(iii) Rental of facilities, equipment, or other assets b(iii) No

(iv) Reimbursement arrangements b(iv) No

(v) Loans or loan guarantees b(v) No

(vi) Performance of services or membership or fundraising solicitations b(vi) No

c Sharing of facilities, equipment, mailing lists, other assets, or paid employees c No

d If the answer to any of the above is "Yes," complete the following schedule Column (b) should always show the fair market value of the

goods, other assets, or services given by the reporting organization If the organization received less than fair market value i n any

transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received

52a Is the organization directly or indirectly affiliated with, or related to, one or more tax-exempt organizations

described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527' lk^ fl Yes F No

b If "Yes," complete the following schedule



4562OMB No 1545 - 0172

FormDepreciation and Amortization

(Including Information on Listed Property)2006

Department of theTreasury

AttachmentInternal Revenue Ili- See separate instructions . lk^ Attach to your tax return . Sequence No 67Service

Name(s) shown on returnBusiness or activity to which this form relates Identifying number

ST JUDE CHILDREN'S RESEARCH HOSPITAL

INCForm 990 Page 2 62-0646012

INC

Election To Expense Certain Property Under Section 179Note ; If y ou have any listed property , complete Part V before you complete Part I.

1 Maximum amount See the instructions for a higher limit for certain businesses 1 $ 108,000

2 Total cost of section 179 property placed in service (see instructions ) 2

3 Threshold cost of section 179 property before reduction in limitation 3 $ 430,000

4 Reduction in limitation Subtract line 3 from line 2 If zero or less, enter -0- 4

5 Dollar limitation for tax year Subtract line 4 from line 1 If zero or less, enter -0- If married filing

separately, see instructions 5

(a) Description of property(b) Cost o(bus

nly)ness use

(c) Elected cost

6

7 Listed property Enter the amount from line 29 7

8 Total elected cost of section 179 property Add amounts in column (c), lines 6 and 7 8

9 Tentative deduction Enter the smaller of line 5 or line 8 9

10 Carryover of disallowed deduction from line 13 of your 2005 Form 4562 10

11 Business income limitation Enter the smaller of business income (not less than zero) or line 5 (see instructions) 11

12 Section 179 expense deduction Add lines 9 and 10, but do not enter more than line 11 12

13 Carryover of disallowed deduction to 2007 Add lines 9 and 10, less line 12 13

Note : Do not use Part II or Part III below for listed property . Instead, use Part V.

Special De p reciation Allowance and Other De p reciation ( Do not include listed property (See instructions

14 Special allowance for qualified New York Liberty or Gulf 0 pportunity Zone property (other than listedproperty) placed in service during the tax year (see instructions) 14

15 Property subject to section 168(f)(1) election 15

16 Other depreciation (including ACRS) 16

MACRS De p reciation ( Do not include listed p ro ert ( See instructions. )

Section A

17 MACRS deductions for assets placed in service in tax years beginning before 2006 17 45,019,179

18 If you are electing to group any assets placed in service during the tax year into one or more

general asset accounts, check here

(c) Basis for

(a) Classification ofproperty

(b) Month andyear placed in

service

depreciation(business/investment

useonly-see instructions)

(d) Recoveryperiod (e) Convention (f) Method

(g)Depreciationdeduction

19a 3-year property

b 5-year property

c 7-year property

d 10-year property

e 15-year property

f 20-year property

g 25-year property 25 yrs S/L

h Residential rental 27 5 yrs MM S/L

property 27 5 yrs MM S/L

i Nonresidential real 39 yrs MM S/L

property M M S/L

Section C-Assets Placed in Service During 2006 Tax Year Using the Alternative Depreciation System

20a Class life S/L

b 12-year 12 yrs S/L

c40-year 40 yrs MM S/L

Summary ( see instructions )21 Listed property Enter amount from line 28 21

22 Total . Add amounts from line 12, lines 14 through 17, lines 19 and 20 in column (g), and line 21 Enter here

and on the appropriate lines of your return Partnerships and S corporations-see instr 22 45,019,179

23 For assets shown above and placed in service during the current year, enter the

portion of the basis attributable to section 263A costs 23 F

For Paperwork Reduction Act Notice , see separate instructions . Cat No 12906N Form 4562 ( 2006)

Form 4562 ( 2006) Page 2

Listed Property (Include automobiles, certain other vehicles, cellular telephones, certain computers, andproperty used for entertainment, recreation, or amusement.)Note : For any vehicle for which you are using the standard mileage rate or deducting lease expense,complete only 24a, 24b, columns (a) through (c) of Section A, all of Section B, and Section C if applicable.

Section A- Depreciation and Other Information ( Caution :See the instructions for limits for passenger automobiles.)

24a Do you have evidence to support the business / investment use claimed? rYes rNo 24b If "Yes," is the evidence written? I'Yes rNo

(a) (b) Business/ (d) Basis for depreciation (f) (g) (h) ElectedType of property (list Date placed in investment Cost or other

(business/investmentRecovery Method/ Depreciation/

section 179vehicles first) service use basis

use only)period Convention deduction

costpercentage

25 Special allowance for qualified New York Liberty or Gulf Opportunity Zone property placed in service during the tax

year and used more than 50% in a qualified business use (see instructions) 25

26 Property used more than 50% in a qualified business use

27 Property used 50% or less in a qualified business use

0/0 S/ L -

% S/ L -

% S/ L -

28 Add amounts in column ( h), lines 25 through 27 Enter here and on line 21, page 1 28

29 Add amounts in column ( i), line 26 Enter here and on line 7, page 1 29

Section B-Information on Use of VehiclesComplete this section for vehicles used by a sole proprietor, partner, or other more than 5% owner," or related personIf you provided vehicles to your employees, first answer the questions in Section C to see if you meet an exception to completing this section for those vehicles

30 Total business/investment miles driven during the

d t l d t l

( a)Vehicle 1

(b)Vehicle 2

(c)Vehicle 3

(d)Vehicle 4

(e)Vehicle 5

(f)Vehicle 6

year ( o no inc u e commu ing mi es)

31 Total commuting miles driven during the year

32 Total other personal(noncommuting) miles driven

33 Total miles driven during the year Add lines 30

through 32

34 Was the vehicle available for personal use Yes No Yes No Yes No Yes No Yes No Yes No

during off-duty hours?

35 Was the vehicle used primarily by a more than 5%owner or related person?

36Is another vehicle available for personal use's

Section C-Questions for Employers Who Provide Vehicles for Use by Their EmployeesA nswer these questions to determine if you meet an exception to completing Section B for vehicles used by employees who are not more than5% owners or related persons (see instructions)

37 Do you maintain a written policy statement that prohibits all personal use of vehicles, including commuting, by your Yes Noemployees?

38 Do you maintain a written policy statement that prohibits personal use of vehicles , except commuting , by your

employees ? See the instructions for vehicles used by corporate officers, directors, or 1% or more owners . . . .

39 Do you treat all use of vehicles by employees as personal use?

40 Do you provide more than five vechicles to your employees, obtain information from your employees about the use ofthe vehicles, and retain the information received?

41 Do you meet the requirements concerning qualified automobile demonstration use? (See instructions) .

Note : If your answer to 37, 38, 39, 40, or 41 is "Yes," do not complete Section B for the covered vehicles

Amortization

t(a) Date Amor izationA mortizable Code Amortization for

Description of costs amortization period oramount section this year

begins percentage

42 A mortization of costs that begins during your 2006 tax year (see instructions)

43 Amortization of costs that began before your 2006 tax year 43

44 Total . Add amounts in column (f) See the instructions for where to report 44

Form 4562 ( 2006)

Additional Data

Software ID:

Software Version:

EIN: 62 -0646012

Name : ST JUDE CHILDREN'S RESEARCH HOSPITAL INCINC

Form 990, Part V-A - Current Officers, Directors, Trustees, and Key Employees:

(A) Name and address ( B) Title and average ( C) Compensation (D) Contributions to (E) Expense

hours per week devoted (If not paid , enter -0- employee benefit account and otherto position .) plans & deferred allowances

compensation plans

WILLIAM E EVANS CEO & DIRECTOR OF 485,604 106,419 14,400

332 N LAUDERDALE HOSPITAL

MEMPHIS,TN 38105 40 00

JAMES R DOWNING SCIENTIFIC DIRECTOR 535,203 88,128 0

332 N LAUDERDALE & EVP


JOSEPH MIRRO CHIEF MEDICAL 377,479 89,232 0

332 N LAUDERDALE OFFICER & EVP


MICHAEL B KASTAN CANCER CENTER 429,783 69,996 0

332 N LAUDERDALE DIRECTOR & EVP


MICHAEL C CANARIOS CHIEF FINANCIAL 321,450 49,605 0

332 N LAUDERDALE OFFICER &SVP


MARK BARNES CHIEF 0 0 0

332 N LAUDERDALE ADMINISTRATIve

MEMPHIS,TN 38105 OFFICER

40 00

Richard A Abdoo VOTING Director 0 0 0

332 N LAUDERDALE 6 50

MEMPHIS,TN 38105

Joyce Aboussie VOTING Director 0 0 0


MEMPHIS,TN 38105

THOMAS G Abraham VOTING Director 0 0 0


MEMPHIS,TN 38105

Susan Mack Aguillard MD VOTING Director 0 0 0


MEMPHIS,TN 38105


(A) Name and address ( B) Title and average ( C) Compensation ( D) Contributions to (E) Expense

hours per week devoted ( If not paid , enter -0- employee benefit account and otherto position .) plans & deferred allowances

compensation plans

ali D Ata VOTING Director 0 0 0


MEMPHIS,TN 38105

mahir R Awdeh MD VOTING Director 0 0 0


MEMPHIS,TN 38105

JOSEPH s Ayoub Jr Esq VOTING Director 0 0 0


MEMPHIS,TN 38105

paul j Ayoub Esq VOTING Director 0 0 0


MEMPHIS,TN 38105

James b Barkate VOTING Director 0 0 0


MEMPHIS,TN 38105

martha Perine Beard VOTING Director 0 0 0


MEMPHIS,TN 38105

Jack A Belz VOTING Director 0 0 0


MEMPHIS,TN 38105

kATHIE BERLIN VOTING Director 0 0 0


MEMPHIS,TN 38105

Robert A Breit MD VOTING Director 0 0 0


MEMPHIS,TN 38105

terry Burman VOTING Director 0 0 0


MEMPHIS,TN 38105



hours per week devoted ( If not paid, enter -0- employee benefit account and otherto position .) plans & deferred allowances

compensation plans

stephenI Carrier MD VOTING SECOND 0 0 0

332 N LAUDERDALE VICE CHAIR


Joseph g Cory PhD VOTING FIRST VICE 0 0 0

332 N LAUDERDALE CHAIR


MICHAEL Driebe VOTING Director 0 0 0


MEMPHIS,TN 38105

edward m Eissey PhD VOTING Director 0 0 0


MEMPHIS,TN 38105

george elias Jr Esq VOTING Director 0 0 0


MEMPHIS,TN 38105

fred P Gattas Jr VOTING Director 0 0 0


MEMPHIS,TN 38105

JUDY A HABIB VOTING Director 0 0 0


MEMPHIS,TN 38105

PAUL K HAJAR VOTING Director 0 0 0


MEMPHIS,TN 38105

CHArles C Hajjar VOTING Director 0 0 0


MEMPHIS,TN 38105

DAVID G HANNA VOTING Director 0 0 0


MEMPHIS,TN 38105




compensation plans

fred r Harris VOTING Director 0 0 0


MEMPHIS,TN 38105

BRUCE B HOPKINS VOTING Director 0 0 0


MEMPHIS,TN 38105

RICHARD J Karam Esq VOTING Director 0 0 0


MEMPHIS,TN 38105

SALLI LeVan VOTING Director 0 0 0


MEMPHIS,TN 38105

Paul j marcus VOTING Director 0 0 0


MEMPHIS,TN 38105

TALat M Othman VOTING Director 0 0 0


MEMPHIS,TN 38105

THOMAS] Penn III VOTING Director 0 0 0


MEMPHIS,TN 38105

MANAL SAAB VOTING Director 0 0 0


MEMPHIS,TN 38105

camille F Sarroufsr Esq VOTING Director 0 0 0


MEMPHIS,TN 38105

camille F Sarroufjr Esq VOTING Director 0 0 0


MEMPHIS,TN 38105


(A) Name and address ( B) Title and average (C) Compensation (D) Contributions to (E) Expense


compensation plans

richard shadyac sr Esq VOTING Director 0 0 0


MEMPHIS,TN 38105

Richard shadyac Jr Esq VOTING Director 0 0 0


MEMPHIS,TN 38105

JOSEPH G SHaker VOTING Director 0 0 0


MEMPHIS,TN 38105

GEorge A Simon II VOTING 0 0 0

332 N LAUDERDALE CHAIRMAN PRESIDENT


PAUL J SImon VOTING Director 0 0 0


MEMPHIS,TN 38105

EDWArd D Soma MD VOTING Director 0 0 0


MEMPHIS,TN 38105

TERre Thomas VOTING Director 0 0 0


MEMPHIS,TN 38105

TO Ny Thomas VOTING Director 0 0 0


MEMPHIS,TN 38105

PAT KerrTigrett VOTING Director 0 0 0


MEMPHIS,TN 38105

RICHARD M Unes VOTING Director 0 0 0


MEMPHIS,TN 38105


(A) Name and address ( B) Title and average (C) Compensation ( D) Contributions to (E) Expense

hours per week devoted (If not paid, enter -0- employee benefit account and otherto position .) plans & deferred allowances

compensation plans

PAUL h Wein Esq VOTING Director 0 0 0


MEMPHIS,TN 38105

THOmas C Wertz VOTING Director 0 0 0


MEMPHIS,TN 38105

RAmzi T Younis MD VOTING Director 0 0 0


MEMPHIS,TN 38105

tama Zaydon VOTING Director 0 0 0


MEMPHIS,TN 38105

RAYmond J Zoghby VOTING Director 0 0 0

332 N Lauderdale 6 50

Memphis,TN 38105

ANTHONY R ABRAHAM emeritus director 0 0 0


MEMPHIS,TN 38105

V REO CAMPIAN emeritus director 0 0 0


MEMPHIS,TN 38105

LESLIE DALE emeritus director 0 0 0


MEMPHIS,TN 38105

PETER G DECKER JR ESQ emeritus director 0 0 0


MEMPHIS,TN 38105

LEWIS R DON ELSON III ESQ emeritus director 0 0 0


MEMPHIS,TN 38105


(A) Name and address ( B) Title and average (C) Compensation ( D) Contributions to (E) Expense


compensation plans

HASAN M EL KHATIB emeritus director 0 0 0


MEMPHIS,TN 38105

HALIM G HABIB MD emeritus director 0 0 0


MEMPHIS,TN 38105

JOSEPH M HAGGAR JR emeritus director 0 0 0


MEMPHIS,TN 38105

SAM F HAMRA ESQ emeritus director 0 0 0


MEMPHIS,TN 38105

THEODORE HAZER emeritus director 0 0 0


MEMPHIS,TN 38105

JOSEPH G HYDER emeritus director 0 0 0


MEMPHIS,TN 38105

ALBERT JOSEPH emeritus director 0 0 0


MEMPHIS,TN 38105

JOSEPH D KARAM emeritus director 0 0 0


MEMPHIS,TN 38105

JAMES A KINNEY emeritus director 0 0 0


MEMPHIS,TN 38105

JUDY LESTER emeritus director 0 0 0


MEMPHIS,TN 38105




compensation plans

ALBERT W LIAN ESQ emeritus director 0 0 0


MEMPHIS,TN 38105

DONALD G MACK MD emeritus director 0 0 0


MEMPHIS,TN 38105

GEORGE M MALOOF ESQ emeritus director 0 0 0


MEMPHIS,TN 38105

MAYOR JIM A MALOOF emeritus director 0 0 0


MEMPHIS,TN 38105

SPEAKER JAMES 0 NAIFEH Emeritus director 0 0 0


Memphis,TN 38105

DAVID B NIMER Emeritus director 0 0 0


Memphis,TN 38105

EDWARD W REED MD Emeritus director 0 0 0


Memphis,TN 38105

FREDERICK W SMITH Emeritus director 0 0 0


Memphis,TN 38105

RONALD TERRY Emeritus director 0 0 0


Memphis,TN 38105

ROBERT P YOUNES MD Emeritus director 0 0 0


Memphis,TN 38105




compensation plans

BRENDA WEST ESA INTERNATIONAL 0 0 0

332 N Lauderdale PRESIDENT

Memphis,TN 38105 6 50

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TY 2006 CompensationSchedule

Name : ST JUDE CHILDREN'S RESEARCH HOSPITAL INC

INC

EIN: 62-0646012

Name Related Organization Relationship Compensation Benefit Plan Expense Account Compensation Description

Name EINAmount Contributions

DR AMERICAN 35-1044585 501(C)(3) 20,000 0 0 DR JAMES BOYETT, PH D CHAIR OFTHE BIOSTATISTICS

JAMES LEBANESE SUPPORTING DEPARTMENT OF ST JUDE CHILDREN'S RESEARCH

BOYETT SYRIAN ORGANIZATION FOR HOSPITAL RECEIVED A BELOW INTEREST LOAN FROM

PHD ASSOCIATED ST JUDE CHILDREN'S AMERICAN LEBANESE SYRIAN ASSOCIATED CHARITIES,

CHARITIES INC RESEARCH HOSPITAL INC AS PART OF HIS EMPLOYMENT AGREEMENT WITH ST

JUDE DR BOYETT IS ISSUED AN IRS FORM 1099 FOR THE

IMPUTED INTEREST (SECTION 7520) AS DEFINED IN IRS

SECTION 7872(C)(1)(B), COMPENSATION RELATED

LOANS

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TY 2006 Gain/Loss from Sale of Other Assets Schedule


INC

EIN: 62-0646012

Name Date Acquired How Acquired Date Sold Purchaser Name Gross Sales Price Basis Sales Expenses Total (net) Accumulated Depreciation

2006-12 PURCHASED 2006-12 VARIOUS 73,205 849,661 0 -776,456


TY 2006 Gain/Loss from Sale of Public Securities Schedule


INC

EIN: 62-0646012

Gross Sales Price : 258,371

Basis : 169,202

Sales Expenses: 0

Total (net): 89,169


TY 2006 Investments - Securities Schedule


INC

EIN: 62-0646012

Description Book Value Cost/FMV

under self-insurance funding arrangements - pooled investment funds 1,372,201 F


TY 2006 Land etc. Schedule


INC

EIN: 62-0646012

Category/Item Cost/Other Basis Accumulated Depreciation Book Value

LAND AND IMPROVEMENTS (LEASEHOLD) 1,293,886 606,991 686,895

BUILDINGS AND IMPROVEMENTS (LEASEHOLD) 425,371,291 187,512,605 237,858,686

EQUIPMENT (OWNED) 243,453,617 159,016,425 84,437,192

CONSTRUCTION IN PROGRESS (OWNED) 128,368,080 128,368,080


TY 2006 Other Assets Schedule


INC

EIN: 62-0646012

Description Beginning of Year End of YearAmount Amount

UNAMORTIZED bond issuance costs 292,995 1,571,187

interest in NET ASSETS OF american lebanese syrian 1,508,749,808 1,910,268,254associated charities inc


TY 2006 Other Changes in Net Assets Schedule


INC

EIN: 62-0646012

Description Amount

SYRIAN ASSOCIATED CHARITIES INC 401,518,446

NET ASSETS TRANSFERRED TO AMERICAN LEBANESE SYRIAN ASSOCIATED CHARITIES INC -1,287,650

UNREALIZED GAIN ON INVESTMENTS 217,476

LOSS ON BOND DEFEASANCE -7,133,263


TY 2006 Other Liabilities Schedule


INC

EIN: 62-0646012

Description Beginning of Year Amount End of Year Amount

OTHER LONG TERM LIABILITIES 1,100,000 1,710,000


TY 2006 Other RevenuesNot Included Schedule


INC

EIN: 62-0646012

Description Amount

NET SUPPORT RECEIVED FROM AMERICAN LEBANESE SYRIAN ASSOCIATED CHARITIESINC

257,855,376

LOSS FROM DISPOSAL OF PROPERTY AND EQUIPMENT -776,456


TY 2006 Relationship Schedule


INC

EIN: 62-0646012

Person Name / BusinessName

Title or Role Person Name 2 / BusinessName 2

Title or Role 2 Relationship

THOMAS G ABRAHAM VOTING DIRECTOR ANTHONY R ABRAHAM EMERITUS DIRECTOR (NON-VOTING)

SON/FATHER

JOSEPH G SHAKER VOTING DIRECTOR THOMAS G ABRAHAM VOTING DIRECTOR COUSINS

JOSEPH G SHAKER VOTING DIRECTOR ANTHONY R ABRAHAM EMERITUS DIRECTOR (NON-VOTING)

NEPHEW/UNCLE

JOSEPH G SHAKER VOTING DIRECTOR ROBERT A BREIT MD VOTING DIRECTOR BROTHERS-IN-LAW

SUSAN MACK AGUILLARDMD

VOTING DIRECTOR DONALD G MACK MD EMERITUS DIRECTOR (NON-VOTING)

DAUGHTER/FATHER

PAUL J AYOUB ESQ VOTING DIRECTOR JOSEPH S AYOUB JR ESQ VOTING DIRECTOR BROTHERS

EDWARD M EISSEY PHD VOTING DIRECTOR PAUL K HAJAR VOTING DIRECTOR COUSINS

CAMILLE F SARROUF SRESQ

VOTING DIRECTOR CAMILLE F SARROUF JR ESQ VOTING DIRECTOR FATHER/SON

RICHARD SHADYAC SRESQ

VOTING DIRECTOR RICHARD SHADYAC JR ESQ VOTING DIRECTOR FATHER/SON

EDWARD D SOMA MD VOTING DIRECTOR TAMA ZAYDON VOTING DIRECTOR UNCLE/NIECE

GEORGE A SIMON II VOTINGCHA IRMA NPRES IDENT

PAUL J SIMON VOTING DIRECTOR BROTHERS

TONY THOMAS VOTING DIRECTOR TERRE THOMAS VOTING DIRECTOR BROTHER/SISTER

JUDY A HABIB VOTING DIRECTOR HALIM G HABIB MD EMERITUS DIRECTOR (NON-VOTING)

DAUGHTER/FATHER


TY 2006 Tax-Exempt Bond Liabilities Schedule


INC

EIN: 62-0646012

Item No. 1

Name of Issue

Purpose FINANCE NEW CONSTRUCTION & RELATED EQUIPMENT FOR THE BENEFIT OFHOSPITAL

Amount Outstanding 5900000

Unexpeded BondProceeds

Third Party Use

Space Percentage

Maturity Date

Repayment Terms

Interest Rate

Security

Item No. 2

Name of Issue

Purpose FINANCE NEW CONSTRUCTION & REFUND ALSAC FOR PRIOR CAPITALEXPENDITURES

Amount Outstanding 247486707

Unexpeded BondProceeds

33950550

Third Party Use

Space Percentage

Maturity Date

Repayment Terms

Interest Rate

Security


TY 2006 Non Electing Public Charities Statement


INC

EIN: 62-0646012

Statement : MEETING WITH AND CALLING GOVERNMENT OFFICIALS ANDLEGISLATORS ON HEALTH CARE ISSUES.


TY 2006 Scholarship Award Statement


INC

EIN: 62-0646012

Statement : ST. JUDE'S Fellowships are a competitive process whereby thoseinterested in a fellowship apply through the online St. Judeapplication process. To qualify St. Jude requires fellows to presentevidence of their status by forwarding a diploma or transcript andthey are required to present three letters of recommendationtestifying to their capability as researchers/clinicians as part ofthe application process. Further, candidates for fellowships qualifythrough an interview process that includes presentations relatedto their research, meetings with other experts in their specializedarea of research, and in some cases they are judged as beingqualified by a committee (e.g., endowed and special fellowshipsand clinical fellow appointments). SEE STATEMENT 5 FOR FURTHEREXPLANATION AND FOR TOTAL EDUCATION AND TRAININGEXPENSES.


TY 2006 Self Dealing Statement


INC

EIN: 62-0646012

Line ExplanationNumber

2c St. Jude Children's Research Hospital purchased advertising at fair market value from a boardmember's advertising firm; lodging at fair market value from a hotel which is partially owned by aboard member; and paid fair market value for record retention and storage services provided by acompany partially owned by a board member.

Line ExplanationNumber

2d Compensation paid employees was for services rendered to St. Jude children's researchhospital, Inc. in the normal conduct of the hospital's activities.

As Tiw S` ,,r r# n; We $ t . Duda ( #'di'en 'z ' o,°pital Board o Oso er£?& r'i, fh€ :s"

t) eri:l'v the Ew2endienl St . J ade B 4-ms Ain'- ^2.

F A Ju&Roard i ,€34 TE6;Yti :_^ its Jume 22. 2007. Board nwcimg ,

....... .

trail R. MrS,Secretary`4 . Jud ^ € 3S v^ 4°,s ',,m: h ' a sl gill

Board o Q o W"TIOF'

BYLAWS

ST. JUDE CHILDREN'S RESEARCH HOSPITAL

104

Table of Contents

ARTICLE 1 - THE CORPORATION ...................................................................................................................107

ARTICLE II -THE PURPOSE OF THE HOSPITAL .........................................................................................107

ARTICLE III - THE SEAL .................................................................................................................................... 107

ARTICLE IV - THE BOARD OF GOVERNORS ................................................................................................108

SECTION 1 - ELECTION 108

SECTION 2 - IDENTITY 108

SECTION 3 - GOVERNING BODY 108

SECTION 4 - MEMBERSHIP 108

SECTION 5 - POWERS AND DUTIES OF THE BOARD OF GOVERNORS 109

SECTION 6 - REGULAR MEETINGS 112

SECTION 7 - SPECIAL MEETINGS 112

SECTION 8 - QUORUM REQUIREMENTS 112

SECTION 9 - ATTENDANCE 112

SECTION 10 - REMOVAL 113

ARTICLE V - OFFICERS ......................................................................................................................................113

SECTION 1 - ELECTIVE OFFICERS 113

SECTION 2 - DUTIES OF THE CHAIRMAN/PRESIDENT 113

SECTION 3 - DUTIES OF THE FIRST VICE CHAIRMAN 115

SECTION 4 - DUTIES OF THE SECOND VICE CHAIRMAN 115

SECTION 5 - DUTIES OF THE SECRETARY 115

SECTION 6 - DUTIES OF THE NATIONAL EXECUTIVE SECRETARY 115

SECTION 7 - AUTHORITY TO EXECUTE DOCUMENTS 116

ARTICLE VI - STANDING COMMITTEES....................................................................................................... 116

SECTION 1 - STANDING COMMITTEES 116

SECTION 2 - NON-VOTING MEMBERS 116

ARTICLE VII - EXECUTIVE MANAGEMENT BOARD ................................................................................. 117

SECTION 1 - POWERS AND DUTIES 117

SECTION 2 - MEMBERSHIP 117

SECTION 3 - QUORUM 118

SECTION 4 - MEETINGS 118

ARTICLE VIII - EMERITUS STATUS ............................... .................................................................................118

ARTICLE IX - REAL ESTATE.............................................................................................................................119

ARTICLE X - THE DIRECTOR ...........................................................................................................................120

ARTICLE XI - CLINICAL DIRECTOR .............................................................................................................121

ARTICLE XII - CHIEF OPERATING OFFICER ..............................................................................................121

ARTICLE XIII - SCIENTIFIC DIRECTOR........................................................................................................121

ARTICLE XIV - DEPUTY DIRECTOR...............................................................................................................122

105

ARTICLE XV - CANCER CENTER DIRECTOR .............................................................................................122

ARTICLE XVI - UNIVERSITY AFFILIATION .................................................................................................123

ARTICLE XVII - FACULTY .................................................................................................................................123

ARTICLE XVIII - CLINICAL STAFF .................................................................................................................123

ARTICLE XIX - THE SCIENTIFIC ADVISORY BOARD ...............................................................................124

ARTICLE XX - AMENDMENTS .......................................................................................................................... 124

SECTION 1 - VOTE REQUIRED

SECTION 2 - NOTICE REQUIRED

SECTION 3 - StTBMISSION TO COMMITTEE

124125125

ARTICLE XXI - LIMITED LIABILITY OF GOVERNORS AND OFFICERS ..............................................125

ARTICLE XXII - INDEMNIFICATION OF OFFICERS, GOVERNORS, EMPLOYEES AND AGENTS;INSURANCE ...........................................................................................................................................................126

ARTICLE XXIII - PROHIBITED LOANS TO GOVERNORS AND OFFICERS ..........................................127

ARTICLE XXIV - GENDER .................................................................................................................................127

ARTICLE XXV - PROCEEDINGS .......................................................................................................................127

ARTICLE XXVI - MISCELLANEOUS ................................................................................................................ 128

SECTION 1 - CONFLICT OF INTEREST 128

SECTION 2 - CONFIDENTIALITY AND DISCLOSURE 128

SECTION 3 - DISTRIBUTION OF ASSETS IN THE EVENT OF DISSOLUTION OR SALE 128

106

BYLAWSST. JUDE CHILDREN'S RESEARCH HOSPITAL

ARTICLE 1 - THE CORPORATION

The name of the corporation shall be St. Jude Children's Research Hospital, Inc.(sometimes referred to herein as "the Hospital". The Hospital was granted a charter andincorporated in the State of Tennessee on July 18, 1959. The Hospital is a not for profitcorporation. The principal office of the Hospital in the State of Tennessee shall be located inMemphis, Shelby County, Tennessee, or at such other place as the Board of Governors maydesignate or as the business of the Hospital may require from time to time.

ARTICLE II -THE PURPOSE OF THE HOSPITAL

St. Jude Children's Research Hospital is dedicated to providing the highest qualitymedical care and treatment to children who suffer from the catastrophic illnesses of childhood.

To that end, it is committed to research that seeks to understand the causes of pediatriccatastrophic disease, research to improve diagnosis, research that improves the protocols oftreatment and research that ultimately leads to cures for these illnesses.

Specialized training of physicians, scientists and health care personnel ensures thatknowledge gained here will be shared with other health care centers worldwide.

It also recognizes the devastating financial, emotional and psychological effects on thefamily of a stricken child, and we are committed to providing support services to the families ofour children, regardless of their ability to pay for treatment or services.

Funds generated by the American Lebanese Syrian Associated Charities (ALSAC)provide the vital foundation that buttresses ongoing activities for patient care, research andtraining within our hospital and, at the same time, enables active partnerships with the affiliates,both in the United States and in our International Outreach Program.

ARTICLE III - THE SEAL

The legend on the seal of the Corporation shall be:

St. Jude Children's Research Hospital, Inc., Corporate Seal,

with a figure of St. Jude Thaddeus, such seal being in the following form:

107

ARTICLE IV - THE BOARD OF GOVERNORS

Section I - Election

All members of the Board of Governors of the Hospital shall be elected by the thenexisting Board of Governors of the Hospital.

Section 2 - Identity

The Board of Governors shall consist of the same individuals who are members of theBoard of Directors of the American Lebanese Syrian Associated Charities (ALSAC). Itselections shall coincide with the ALSAC Board of Directors' elections.

Section 3 - Governing Body

The Board of Governors shall be the Governing Body of the Hospital empowered toestablish all regulations and policies in accordance with the Bylaws of the Hospital.

Section 4 - Membership

The members of the Board of Governors shall be:

1. Up to 55 individuals elected by the Board of Governors;

2. The following appointed officers:

a. Chief Executive Officer of ALSAC as an ex-officio member, withoutvoting rights;

b. Director of the Hospital as an ex-officio member, without voting rights.

3A. The President of Epsilon Sigma Alpha, a national fraternal organization, who ifnot an elected member of the Board of Governors shall not count against thelimitation in Paragraph 1 above.

3B. Upon the request of the ALSAC Chief Executive Officer, a non-voting, ex-officiodesignee of each existing ALSAC chapter which meets each of the followingconditions:1. the chapter has been in existence and in good standing for a minimum of

five (5) consecutive years;2. the chapter meets regularly and is in compliance with all of the ALSAC

chapter guidelines;3. the chapter has raised in excess of $1,500,000 (dross) in the most recent

fiscal year of ALSAC as determined by the ALSAC Chief ExecutiveOfficer; and

108

4. the designee is appointed on an annual basis and has obtained first thefavorable recommendation of the Membership Screening Committee andsecond the approval of the Board.

The term of office of each chapter designee shall be one year but is subject to oneyear renewals provided all other provisions hereunder are satisfied.

4. All elections to membership on the Board of Governors shall be made by secretballot at the regular meeting of the Board of Governors held during the ALSACAnnual National Meeting.

5. Each new member shall be elected for a term of one (1) year. Upon completionof the one (1) year period, any re-election shall be for a term of two (2) years.Each re-election thereafter shall be for a term of three (3) years. However, if theMembership Screening Committee recommends that the Board of Governorswould be better served by re-electing any member of the Board of Governors to aone (1) year term, that member shall only be eligible for re-election to asucceeding one (1) year term. Any subsequent re-election term shall be asprovided under this Article.

Section 5 - Powers and Duties of the Board of Governors

Authority for the operation of the Hospital is vested in the Board of Governors, whichpowers and duties, and limitations thereof, are as follows:

To establish, administer and execute the affairs, directives and polices of the Hospital;

2. To elect all members to the Board of Governors;

3. To appoint the National Executive Secretary;

4. To elect the Executive Management Board as set forth in Article VII below;

5. To elevate existing members of the Board of Governors to Emeritus status in accordancewith Article VIII below.

6. To approve the Long Range Plan of the Hospital. Such plan and any amendments theretoshall be presented to the Board of Governors for approval by the Director, after priorsubmission to and timely consideration of the Long Range Planning Committee.

7. a. Notwithstanding the foregoing, no single expenditure shall be approved by the Boardof Governors in excess of two hundred fifty thousand dollars ($250,000) as thethreshold figure requiring prior submission and timely consideration and report to theBoard of Governors or the Executive Management Board by the Finance Committeebefore an expenditure shall be approved; however, all requests between $100,000 and

109

$250,000 must be forwarded to the committee chair and vice chair no less than five(5) days prior to the start of the Board or the EMB meeting.

b. No single expenditure relating to any capital improvements, construction or the

purchase of real estate shall be approved by the Board of Governors in excess of one

million dollars ($1,000,000) without prior submission to and report to the Board of

Governors by the Long Range Planning Committee;

c. No sale of real property located within the County of Shelby, Tennessee, shall beauthorized to be sold by the Board of Governors without prior submission to andreport to the Board of Governors by the Long Range Planning Committee and theInvestment Committee; and,

d. No amendments to these Bylaws shall be approved by the Board of Governorswithout prior submission to and timely consideration and report to the Board ofGovernors by the Legal and Bylaws Committee.

8. To provide equipment and facilities consistent with the needs of the patients and theHospital;

9. To see that proper professional standards are maintained in the care of the sick, so that allpatients receive the same level of care regardless of financial status;

10. To provide adequate financing by securing sufficient funds and enforcing business-likecontrol of expenditures;

11. To accept and direct the safe administration of funds given in trust;

12. To review and approve the Hospital's budget and long range plan;

13. To provide all patients with every reasonable protection;

14. To ensure that the Director, together with the Hospital staff, develop in writing anadequate set of Bylaws sufficient to govern the daily operation of the Hospital (TheBylaws of the Clinical Staff);

15. To provide for due process (grievance procedure) of staff members' claims of allegedwrongs (The Faculty Handbook) without restricting the ability of the Board of Governorsto discipline or terminate an employee if the Board of Governors determines that it is inthe best interest of the Hospital;

16. To provide due process for all other employees from claims of alleged wrongs (PersonnelHandbook) without restricting the ability of the Board of Governors to discipline orterminate an employee if the Board of Governors determines that it is in the best interestof the Hospital;

110

17. To provide that when the governing body does not concur with a medical staffrecommendation relative to medical staff appointment, regarding appointment ortermination of appointment or the Granting or curtailment of clinical privileges, therewould be provision for a review of the recommendation by a combined committee of themedical staff and governing body before the governing body renders a final decision (TheClinical Staff Bylaws);

18. To assure that only a member of the medical staff with admitting privileges can admitpatients to the Hospital (the Bylaws of the Clinical Staff);

19. To assure that only an appropriately licensed practitioner with clinical privileges will bedirectly responsible for a patient's diagnosis and treatment within the area of his or herprivileges (the Clinical Privileges);

20. To assure that each patient's general medical condition will be the responsibility of aphysician member of the medical staff (the Bylaws of the Clinical Staff);

21. To assure that each patient admitted to the Hospital will receive a baseline history andphysical examination by a physician who is either a member of, or approved by, themedical staff (the Bylaws of the Clinical Staff);

22. To assure that direct medical care of patients is provided by a member of the house staffor by other specified professional personnel who shall be under the appropriate degree ofsupervision by a licensed practitioner with clinical privileges (the Clinical Privileges);

23. To provide the resources and support systems for the quality assurance and riskmanagement functions related to patient care and safety for those activities whichconserve institutional financial resources in the risk of loss;

24. To review and approve the bylaws, purposes and functions of auxiliary organizations thatprovide volunteer service on a regular basis;

25. To evaluate its own performance annually;

26. To provide a mechanism for monitoring the performance of the Director;

27. To provide an orientation program for new members of the Board of Governors and anavailability of continuing education to all members of the Board of Governors;

28. To provide representation (through attendance and voice) at meetings of the Board ofGovernors by a member of the Clinical Staff selected by the Clinical Staff;

29. To approve the planning of hospital services as submitted by the Hospital's Director;

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30. To assure the competency of non-clinical staff providers of care, via job descriptions,performance evaluations and quality assessment/quality improvement activities;

31. To adopt bylaws, policies and procedures that are in accordance with legal requirements,the standards for quality of care set by the Joint Commission on Accreditation ofHealthcare Organizations consistent with its responsibility to the patient and thecommunity; and,

32. The Board of Governors shall have such other powers as are now or may hereafter begranted by the Tennessee Nonprofit Corporation Act, Tenn. Code Ann. ' 48-51-101 etsue., as amended and supplemented from time to time.

33. Notwithstanding any provision in these Bylaws to the contrary, to remove any member ofthe Board of Governors during the member's term of office in accordance with Section 10of this Article IV.

34. To assure that, to the extent provided by the Hospital, all professional graduate educationis consistent with guidelines established by the Hospital, and approved by the QualityImprovement Committee of the Board.

Section 6 - Regular Meetings

The Board of Governors shall hold at least four (4) regular meetings annually.

Section 7 - Special Meetings

Upon written request of three (3) members of the Board of Governors, a special meeting ofthe Board of Governors shall be called as provided herein upon no less than ten (10) daysprior written notice to each member of the Board of Governors.

2. At such meetings no business shall be transacted except that for which the call was issued.

Section 8 - Quorum Requirements

A quorum of the Board of Governors shall consist of one-third (1/3) of the members of theBoard of Governors with voting rights.

Section 9 - Attendance

No member shall remain on the Board of Governors unless such member attendsannually at least two (2) meetings of the Board of Governors or of the Executive ManagementBoard except where good cause or special circumstance is shown for the member's absence."Good cause" or "special circumstance" shall be determined at the discretion of the MembershipScreening Committee in consultation with the Board Chair.

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Section 10 - Removal

A member of the Board of Governors may be removed during the member's term ofoffice by not less than a two-thirds (2/3) vote of the members present and entitled to vote at anyduly constituted meeting of the Board for good cause shown. Prior to such action beingconsidered, the Membership Screening Committee must have recommended removal by not lessthan a two-thirds (2/3) vote of the committee members present and entitled to vote at a dulyconstituted meeting of that committee. For the committee to consider such action, a quorum ofnot less than two-thirds (2/3) of the voting members of the committee must be in attendance. Inboth instances, the member subject to consideration of removal shall be given written notice ofthe proposed removal and an opportunity to be heard on the issue by the Membership ScreeningCommittee and by the Board of Governors, in each case prior to the respective votes being taken.

ARTICLE V - OFFICERSSection I - Elective Officers

The officers of the Hospital shall be a Chairman , who shall also be the President asstatutorily required by TCA Section 48-58-401, First Vice Chairman , Second Vice Chairmanand a Secretary, all of whom shall be elected by a majority vote of the Board of Governors atthe regular meeting of the Board of Governors at its April/May meeting and prior to theALSAC Annual National Meeting for official seating following the June meeting, for a termof one ( 1) year or until the election and qualification of a successor.

2. In the event of vacancy by death, removal or inability to serve as an officer, such vacancyshall be filled as set forth in Sections 3 and 4 of this Article V, and if a vacancy existsthereafter by election by a majority vote of the remaining members of the Board ofGovernors.

3. No officer of the Hospital shall serve more than two (2) successive years in the same officeexcept for the Secretary of the Board. The voting for the officers shall be by secret ballot.

Section 2 - Duties of the Chairman/President

The Chairman/President shall:

1. Preside at all meetings of the Board of Governors and Executive Management Board;

2. Make an annual report covering the affairs of the Hospital which shall be presented atthe annual meeting of the Board of Governors;

3. Appoint the following Standing Committees for a term of one (1) year:

a. Affiliate Committee;b. Audit Committee;

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c. Building Committee;d. Finance Committee;e. Human Resources Committee;

f. International Outreach CommitteeQ. Investment Committee;h. Legal and Bylaws Committee;i. Liaison Committee;j. Long Range Planning Committee;

k. Marketing Committee;

1. Nominating Committee; and,in. Quality Improvement Committee.

The members of the Board of Governors of each committee set forth in this Section shallconsist of the same individuals who are appointed as members of the identicalcommittees of the Board of Directors of ALSAC to the extent such identicalcommittee(s) exist(s). The appointments of members to each such committee shall bebased upon joint collaboration between the Chairman of the Board of Governors of theHospital and the Chairman of the Board of Directors of ALSAC. The Chairman and FirstVice Chairman of ALSAC shall be ex-officio, voting members of all committees but theirattendance as ex-officio members shall not be counted in determining whether a quorumof any meeting of any such committee has been constituted.

Members of the Nominating Committee, however, shall be determined to be activeformer chairmen of the ALSAC and St. Jude Boards and two other board members, eachof whom shall have been a member of the Board for a minimum of five years. A formerchairman of the St. Jude Board shall be deemed to be active if he or she has attended atleast two (2) full board or EMB meetings in the prior calendar year from the time of thefirst committee meeting. The chairman of the St. Jude board current at the time shallserve as an ex-officio member of the committee, but may not participate in anydiscussion or vote concerning his or her potential re-slating as chairman.

The purpose of the Quality Improvement Committee is to evaluate and improve thequality of health care rendered by providers of health care service to provide intervention,support or rehabilitative referrals or services or to determine the health care servicesrendered were professionally indicated, or were performed in compliance with applicablestandard of care according to Tennessee Statute 63-6-219.

4. Create and appoint any ad hoc committee the Chairman/President deems appropriate ornecessary to carry out the business of the Hospital;

5. Be an ex-officio, voting member of all committees, but his attendance as an ex-officiomember shall not be counted in determining whether a quorum of any meeting of anysuch committee has been constituted.

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6. The Chairman of St. Jude shall not serve as Chairperson or Co-chairperson of anyStanding Committee, Subcommittee, or ad hoc Committee of St. Jude or ALSAC exceptas Chairperson of the Liaison Committee.

Section 3 - Duties of the First Vice Chairman

The First Vice Chairman shall assume the duties of the Chairman/President in the eventof the death, resignation, removal or other disability of the Chairman/President until a successoris elected by the Board of Governors. The First Vice Chairman shall be an ex-officio, votingmember of all committees, but his attendance as an ex-officio member shall not be counted indetermining whether a quorum of any meeting of any such committee has been constituted.

Section 4 - Duties of the Second Vice Chairman

The Second Vice Chairman shall assume the duties of the First Vice Chairman in theevent of the death, resignation, removal or other disability of the First Vice Chairman until asuccessor is elected.

Section 5 - Duties of the Secretary

The Secretary or his designee shall: (a) keep the minutes of the meetings of the Board ofGovernors' meetings in one or more books provided for that purpose; (b) see that all notices areduly given in accordance with the provisions of these Bylaws or as required by law; (c) becustodian of the corporate records and seal of the Hospital and see that the seal of the Hospital isaffixed to all documents duly authorized for execution under seal on behalf of the Hospital; (d)certify the bylaws, resolutions of the Board of Governors' and Committees, and other documentsof the Hospital as true and correct copies; and (e) in general to perform all duties incident to theoffice of Secretary and such other duties as from time to time may be assigned to the Secretaryby the Chairman/President or by the Board of Governors.

Section 6 - Duties of the National Executive Secretary

The National Executive Secretary shall:

1. Be the administrative assistant to the Chairman/President and the Board of Governors of theHospital and to the Chairman/President and the Board of Directors of ALSAC.

2. Perform such other duties as may be assigned from time to time by the Chairman of theBoard of Governors of the Hospital and the Chairman/President of the Board of Directors ofALSAC.

3. Give notice in writing to members of the Board of Governors and committee members of allmeetings applicable to them of the Board of Governors of the Hospital, and all committeemeetings thereof stating the name, place and purpose of their meetings. Notice of regularmeetings of the Board of Governors shall be sent no less than thirty (30) days prior to themeeting date.

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4. Maintain a full and correct record of all proceedings of the Hospital and ALSAC, includingminutes of meetings of the Board of Governors and the Board of Directors of ALSAC, andall committees of both organizations.

5. Serve as the Executive Secretary to the Scientific Advisory Board.

6. Maintain a full and correct record of proceedings of the Scientific Advisory Board of St. JudeChildren's Research Hospital in accordance with the approved policy guidelines.

7. Works with SJCRH Management (Director/CEO, Scientific Director, Clinical Director) to

ensure appropriate communication with the SAB in the planning and conduct of their work.

Section 7 - Authority to Execute Documents

All deeds, contracts and other papers directly relating to policy decisions, except those whichby resolution of the Board or these Bylaws are directed to be otherwise signed, shall besigned by the Chairman/President of the Board of Governors, and, in theChairman/President's absence, by the Vice Chairman, and in both of their absences, by theSecretary.

2. All contracts and other official papers necessary for the day-to-day functions of the Hospitalwithin the budget shall be signed by the Director or his designee. The Director shall reportsuch actions regularly to the Executive Management Board of the Board of Governors.

3. All contracts pertaining to the medical research functions of the Hospital shall be signed bythe Director or his designee. The Director shall report such actions regularly to theExecutive Management Board of the Board of Governors.

ARTICLE VI - STANDING COMMITTEES

Section I - Standing Committees

The Standing Committees, as set forth in Article V, Section 2, Subsection 3, shall havethe duties and responsibilities assigned or referred to them by the Chairman/President or by theBoard of Governors.

Section 2 - Non- Voting Members

Any member of any committee of the Board of Governors, whether a StandingCommittee, ad hoc committee or otherwise who is (a) a member of the staff of ALSAC, (b) amember of the staff of the Hospital, or (c) an ex-officio member of such committee, shall be anon-voting member except as otherwise may be provided in these Bylaws.

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ARTICLE VII - EXECUTIVE MANAGEMENT BOARD

Section I - Powers and Duties

The Executive Management Board shall have all of the powers and duties of the Board ofGovernors to the extent permitted by law except that the Executive Management Board shallnot have the authority to:

(a) Elect officers, members of the Board of Governors or members of the ExecutiveManagement Board or to remove the same;

(b) Elevate members of the Board of Governors to Emeritus status or to remove the same;

(c) Approve the annual budget of the Hospital;

(d) Approve the appointment or removal of the Director;

(e) Adopt or amend the Bylaws;

(f) Approve expenditures of more than One Million Dollars ($1,000,000) in any fiscal yearof the Hospital without prior approval of the Board of Governors;

(Q) Amend the mission statement of the Hospital;

(h) Approve or amend the Long Range Plan of the Hospital;

(i) Adopt, amend or revoke any agreement, including the creation of any endowment fund orany trust established for endowment purposes; or,

(j) Approve the dissolution, merger or the sale, pledge or transfer of all or substantially allof the Hospital's assets.

2. The Executive Management Board shall also possess such powers and authority as the Boardof Governors shall transfer and delegate, including the authority to administer and execute thedirectives and affairs of the Hospital and the matters otherwise provided herein.

3. Any approval of expenditures made by the Executive Management Board and any otheractions taken shall be reported to the Board of Governors no later than at the next succeedingmeeting of the Board of Governors. Such report may be made by the distribution of theminutes of the Executive Management Board to all members of the Board of Governors.

Section 2 - Membership

1. Membership on the Executive Management Board shall consist of:

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a. All current officers of ALSAC and the Hospital Board of Governors.b. Immediate past chairs of ALSAC and the Hospital Board of Governors.c. Chairs of the following committees: Audit, Finance, Investment , Legal and Bylaws,

Long Range Planning, Marketing and Quality Improvement

d. Five (5) former chairs of either ALSAC or the Hospital Board of Governors - thesefive positions shall be filled by joint appointment of the Chairman/President ofALSAC and the Chairman/President of the Hospital board of Governors.

2. In addition to the members set forth in paragraph 4 above, the Director of the Hospital andthe ALSAC Chief Executive Officer of ALSAC shall serve as ex-officio, non-votingmembers of the Executive Management Board.

3. All members of the Executive Management Board shall be elected for a term of one (1) yearor until the election of their successors . Any vacancy on the Executive Management Boardshall be filled by joint appointment of the Chairman/President of the Hospital Board ofGovernors and the Chairman/President of the Board of Directors of ALSAC, subject toapproval by the Board of Governors at its next succeeding meeting. Notwithstanding theforegoing , automatically included as members of the Executive Management Board shall bethe members of the Board set forth in subsections a, b and c above.

Section 3 - Quorum

One half (1/2) of the members of the Executive Management Board shall constitute aquorum for the transaction of business. The Executive Management Board shall at all times actby a majority vote (except as may otherwise be provided in these Bylaws) of those present at ameeting at which there is a quorum.

Section 4 - Meetings

1. No more than two meetings a year of the Executive Management Board shall be called asnecessary based on a joint decision by the Chairman/President of the Hospital Board ofGovernors and the Chairman/President of the Board of Directors of ALSAC.

2. Prior to the start of each meeting of the Executive Management Board, the

Chairman/President of the Board of Governors of the Hospital and the Chairman/President of

the Board of Directors of ALSAC shall jointly designate such alternate members of the

Executive Management Board to serve as a voting member of the Executive Management

Board as may be necessary to fill any vacancy for a particular meeting needed to achieve a

quorum.

ARTICLE VIII - EMERITUS STATUS

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Existing members of the Board of Governors may be elevated to Emeritus status pursuantto the following terms and conditions:

a. The member must request in writing the Board for elevation to Emeritus status;

b. The request must be reviewed by the Membership Screening Committee of theHospital, which shall make its recommendation to the Board of Governors;

c. The member must have a minimum of nine (9) years distinguished service on theBoard of Governors, except that the minimum length of distinguished service on theBoard of Governors shall be five years for those members serving on the Board ofGovernors on October 19, 1989;

d. The member must be elected by a majority vote of the Board of Governors by secretballot at a duly constituted meeting of the Board of Governors;

e. Elevation to Emeritus status shall be for life;

f. Members elevated to Emeritus status shall have all of the rights and privileges ofmembers of the Board of Governors, except that they shall not be entitled to vote atmeetings of the Board of Governors; and,

Q. Members elevated to Emeritus status may serve on committees (including as a chairthereof) of the Hospital with full voting privileges at said meetings and shall beencouraged to actively support ALSAC and the Hospital.

ARTICLE IX - REAL ESTATE

The purchase of any real estate must be approved by a three-fourths (3/4) vote of themembers present at any duly called meeting of the Board of Governors, provided theproposed purchase has been submitted in writing at least thirty (30) days before the vote istaken and provided it has been stated in the call or notice of such meeting. The purchase ofreal estate may be approved by a three-fourths (3/4) vote of the members present at any dulycalled meeting of the Executive Management Board subject to the notice requirement setforth above and provided that such purchase will not cause the Executive Management Boardto exceed its authority to expend funds as set forth in the Bylaws or as otherwise included inthe Long Range Plan approved by the Board.

Irrespective of anything provided herein to the contrary, the ALSAC Chief Executive Officermay purchase real estate contiguous to the ALSAC and St. Jude campus without prior Boardapproval or prior Board notice provided that the purchase price of the real estate is less than$150,000 and provided that a copy of the proposed contract is forwarded for review to thechairman of the Legal and Bylaws Committee. The ALSAC Chief Executive Officer mustreport such purchase at the next Board meeting.

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2. The sale of any real property, however acquired by the Hospital, shall be subject to thefollowing procedures:

(a.) The Investment Committee may, in its discretion, effect the sale of real property notlocated within the County of Shelby, Tennessee, at the best time, price and conditions ofsale obtainable.

(b.) Irrespective of anything provided herein to the contrary, the ALSAC Chief ExecutiveOfficer is authorized to negotiate with and instruct the representative of the estate of adeceased to sell real estate bequeathed to ALSAC or St. Jude while the real estate is stillin probate if the real estate is valued at no less than $25,000, is supported by a certifiedMAI appraisal, and is outside Shelby County, Tennessee; such sale would not requirethe prior submittal to and timely consideration of the Long Range Planning Committee,prior submittal to the Board, or prior submittal to or approval of the InvestmentCommittee. A copy of the signed sales contract and appraisal must be forwarded forreview to the chairman of the Legal and Bylaws Committee. The ALSAC ChiefExecutive Officer must report such sale at the next Board meeting.

The ALSAC Chief Executive Officer is authorized to sell properties in or outside ofShelby County valued at $250,000 or less, is supported by a certified MAI appraisal,without the approval of the Investment Committee . A copy of the signed sales contractmust be forwarded for review to the chairman of the Legal and Bylaws Committee. TheALSAC Chief Executive Officer must report such sale at the next meeting.

(c.) Listing agreements may be negotiated and executed by the Director or his designee, andcontracts for the sale of property may be executed by the Director or the Chairman ofthe Investment Committee, after requisite approvals have been obtained.

ARTICLE X - THE DIRECTOR

The Director is appointed by the Board of Governors and serves as Chief ExecutiveOfficer of the Hospital, reporting to the Board of Governors. Selection of candidates for theposition of Director/CEO is by a search committee appointed, as needed, for that purpose by theChairman/President of the Board of Governors. The Director/CEO must have a doctoral degreeand have broad knowledge regarding medical research, patient care and hospital administrationand appropriate experience to provide leadership in all aspects of the Hospital's management.The Director/CEO must organize and supervise the physicians and scientists and define staffpolicies concerning research and patient care. The Director/CEO has responsibility fororganizing the administrative functions of the Hospital, for delegation of administrative dutiesappropriately, for establishing accountability of subordinates, for ensuring effectivecommunication among hospital staff and for taking reasonable steps to assure that the Hospitalcomplies with applicable laws and regulations. He shall be an ex-officio, non-voting member of

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the Board of Governors and of all standing Committees and any other committees to which hemay be appointed.

ARTICLE XI - CLINICAL DIRECTOR

The Clinical Director (CD) shall be appointed by the Director/CEO with approval by theBoard of Governors and shall be a pediatrician with experience in patient care, clinical researchand Hospital administration. The Clinical Director (CD) will be responsible for St. Jude'sclinical care delivery, clinical operations, clinical effectiveness practices and policies, andclinical physician management. The CD will be directly responsible for planning and managingthe overall "clinical commons" of the institution so as to provide outstanding patient care inaccordance with St. Jude's mission, and standards, regulations, laws, institutional policies, andsound administrative practices. The CD will be responsible for clinical practice standards andcredentialing, and will chair the appropriate institutional clinical practice committees. The CDwill also have the SVP for Patient Care Services and CNO as a direct report to further enhanceintegration of patient care programs across the institution as well as direct responsibility forInternational Outreach Programs, which develop International partnerships, and clinical andtraining activities. The CD will collaborate with Department Chairs and the clinical servicemedical directors and division chiefs to form policy and planning of facility performance. TheCD will do all Clinical Service Chief evaluations, with input from the department chair, andprovide input to all department chairs on clinical faculty evaluations. The CD will provide directinput to the Scientific Director in the Department Chair review, for all clinical department chairs.The CD's administrative responsibilities include budget preparation, determining clinical capitaland personnel needs, overseeing budgetary compliance, and ensuring appropriate reimbursementand resource utilization. The CD must carry out these responsibilities and activities inaccordance with Hospital policy and shall report directly to the Director/CEO.

ARTICLE XII - CHIEF OPERATING OFFICER

The Chief Operating Officer (COO) shall be appointed by the Director/CEO withapproval by the Board of Governors and shall be a qualified and experienced administrator,responsible for Hospital services including, but not limited to, Facilities and MaterialsManagement. The COO must organize and supervise these activities in accordance withHospital policy and shall report directly to the Director/CEO.

ARTICLE XIII - SCIENTIFIC DIRECTOR

The Scientific Director shall be appointed by the Director/CEO with approval by theBoard of Governors and shall be an experienced scientist with a doctoral degree who has broadknowledge of biomedical research. The Scientific Director will be responsible for developingand maintaining the administrative infrastructure that supports clinical and laboratory research.In addition, at the request of the Director/CEO, additional direct reports may be assigned to the

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Scientific Director, including Department Chairs, if such reporting relationships are deemed inthe best interest of SJCRH. The Scientific Director will work in collaboration with the Directorsof the Cancer Center, Children's Infection Defense Center, and the Sickle Cell Disease Center toensure that the shared resources/core laboratories meet the needs of their centers, as well as thoseof the broader institution. The Scientific Director will also play a key role in strategic researchplanning. This will involve working closely with the Strategic Advisory Committee, ResearchAdvisory Committee and the individual Department Chairs and Center Directors to identifyspecific areas of research priorities. The Scientific Director will play a lead role in identifyingspecific initiatives that are likely to provide value to the institution, and after appropriateinstitutional deliberation, will be responsible for developing formal plans with associated space,personnel and financial estimates that if implemented would allow the institution to moveforward to accomplish the established goals. Through these activities, the Scientific Directorwill play an important role in facilitating the development of cross-developmental initiatives thatare required for the institution to meet its key strategic goals. The Scientific Director shall reportdirectly to the Director/CEO and shall work jointly with the Chief Medical Officer and ChiefOperating Officer in integrating research and patient care within the operations of the Hospitaland will be a member of the SJCRH Executive Council and Executive Committee.

ARTICLE XIV - DEPUTY DIRECTOR

The Deputy Director shall be appointed by the Director, with approval of the Board ofGovernors, and shall be a physician and/or scientist with broad knowledge of issues relevant toresearch, patient care and hospital administration. The Deputy Director will assumeresponsibility for leadership of the Hospital in the event of the Director's temporary absence orunavailability and shall undertake such other administrative responsibilities as determined by theDirector/CEO.

ARTICLE XV - CANCER CENTER DIRECTOR

The Cancer Center Director shall be appointed by the SJCRH Director/CEO, withapproval by the Board of Governors and shall be an experienced physician or scientist with adoctoral degree who has broad knowledge of biomedical research related to cancer. The CancerCenter Director (CCD) will provide leadership for the Cancer Center by appointing leadershipfor the Cancer Center programs, by recommending new programs or evolution of existingprograms, by serving as Chair of the Cancer Center Advisory Committee, and by serving as thePrincipal Investigator of the Cancer Center Support Grant from National Cancer Institute (NCI).The CCD will work with the Cancer Center Program leaders on matters pertaining to programdevelopment, and the CCD will work with the Academic Department Chairs on matters relatedto faculty recruitment and budget planning to strengthen Cancer Center programs. The CancerCenter Director also will be responsible for working with the Director/CEO, Scientific Director,Chief Medical Officer and Chief Operating Officer to develop and maintain state-of-the-artinfrastructure to facilitate and support clinical and laboratory research in the Cancer Center

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Programs. The Cancer Center Director shall report directly to the SJCRH Director/CEO and willbe a member of the SJCRH Executive Council and Executive Committee.

ARTICLE XVI - UNIVERSITY AFFILIATION

The Hospital shall be associated with the University of Tennessee-Memphis as set forthin this Article. The Director shall be the St. Jude Professor of Pediatrics at the University, achair partially endowed by the Hospital. Senior staff members may hold appointments in theirrespective departments of the University and may participate as regular faculty members indepartmental activities. Medical students, graduate students and postdoctoral fellows will betrained at the Hospital, and resident physicians of the University's Pediatric Department willrotate through the Hospital for a portion of their education.

ARTICLE XVII - FACULTY

The faculty of the Hospital shall be composed of physicians, clinical investigators andbasic scientists selected for their outstanding qualifications, dedication to truth and concern forchildren. Faculty members shall be chosen without regard to race, religion, gender, color ornational origin. Faculty members are selected by processes established by the Director asdetailed in the Faculty Handbook. Appointment to, promotions to and re-appointments toAssociate Member or to Full Member will be upon the approval of the Director and the Board ofGovernors.

ARTICLE XVIII - CLINICAL STAFF

1. Appointments and re-appointments to the clinical staff of the Hospital shall be made after athorough review of the physician's training, experience and competence by the clinicalDepartment Chairman/Division Chief of the clinical department/division in which thephysician is currently assigned or will be assigned, the Chief Medical Officer, theCredentials Committee of the Hospital, or its designee, and the Medical ExecutiveCommittee of the Hospital, or its designee, as more fully set forth under Sections 1 through 3of Article VI of the Clinical Staff Bylaws, or under the Streamline Credentialing Process setforth under Section 4 of Article VI of the Clinical Staff Bylaws, as approved by the Board ofGovernors. Following a thorough review of the applicant's training, experience andcompetence, recommendations for appointment or re-appointment to the clinical staff will bemade by the Chair of the Medical Executive Committee of the clinical staff to the QualityImprovement Committee of the Board of Governors who upon favorable review willrecommend appointment by the Board of Governors. All new appointments shall be grantedclinical staff privileges for two years. Reappointment shall be for a period not to exceed twoyears. The qualifications and credentials required for appointment to the clinical staff andthe procedures for review shall be detailed in the Clinical Staff Bylaws as approved by theClinical Staff with final approval by the Board of Governors.

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2. Prior to receiving clinical staff privileges, the physician shall complete an Application andDelineation of Clinical Privileges Form, which shall be reviewed and approved by theDepartmental Chairperson, Chief Medical Officer, Credentials Committee, MedicalExecutive Committee and as appropriate, the Chair and Vice Chair of the QualityImprovement Committee or the entire Quality Improvement Committee (for physicians withspecific issues). All appointments are subject to final review and approval by the Board ofGovernors. Re-appointments shall be similarly reviewed annually for all clinical staff.

3. The Director, or his designee, shall have the right of attendance and voice at the meetings ofthe Board of Governors as the representative of the medical staff.

ARTICLE XIX - THE SCIENTIFIC ADVISORY BOARD

The Scientific Advisory Board ("SAB") shall be an autonomous, monitoring board composedof physicians and scientists of recognized stature in their respective fields who wish to helpthe Hospital develop medically and scientifically. The members of the SAB shall elect theirown chairman, determine their own operating procedures and replenish their ownmembership by election as the need arises.

2. The SAB shall meet at least once each year at the Hospital to inspect the institution and toconfer with the clinical and scientific staffs. The SAB's primary function will be to report tothe Board of Governors annually concerning matters of policy, oversight and status of theinstitution. In addition, the SAB will report to the Director of the Hospital and advise onmatters of technical concern regarding scientific policy, basic research programs,appointments and clinical activities.

3. The members of the Scientific Advisory Board will execute a Conflict of Interest andConfidentiality Statement on an annual basis. Members of external review panels will alsobe required to execute a statement prior to the review of hospital programs. The statementmust be promptly acknowledged, signed and returned to the National Executive Secretary tothe St. Jude Board of Governors. The COI and Confidentiality Statement must be fullyexecuted by each SAB member prior to the SAB annual visit and by all participants prior toany site visit for departmental reviews (including ad hoc reviewers who are SAB members.)

ARTICLE XX - AMENDMENTS

Section I - Vote Required

The Bylaws may be amended by a two-thirds (2/3) vote of the members present at anyduly constituted meeting of the Board of Governors, except that it shall require a vote of three-quarters (3/4) of the Board of Governors to amend any endowment agreement or any trustestablished for endowment purposes.

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Section 2 - Notice Required

All proposed amendments to the Bylaws must be submitted in writing to theChairman/President of the Board of Governors, Chairman/President of ALSAC, the Director andthe Chairman of the Legal and Bylaws Committee prior to action by the Board of Governors.Notice calling the meeting of the Board of Governors shall contain a full statement of theproposed amendments . Said notice shall be mailed to each member of the Board at least thirty( 30) days prior to any action thereon.

Section 3 - Submission to Committee

No amendments to these Bylaws shall be approved by the Board of Governors without prior

submission to and timely consideration and report to the Board of Governors by the Legal and

Bylaws Committee.

ARTICLE XXI - LIMITED LIABILITY OF GOVERNORS AND OFFICERS

No governor of the Hospital serving without compensation, other than reimbursement foractual expenses, shall have personal liability for monetary damages for a breach of fiduciaryduty as a governor. This limitation shall not eliminate or limit the liability of a governor for anybreach of a governor's duty of loyalty to the Hospital or for any acts or omissions not in goodfaith or which involve intentional misconduct or a knowing violation of law or unlawfuldistributions.

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ARTICLE XXII - INDEMNIFICATION OF OFFICERS, GOVERNORS, EMPLOYEESAND AGENTS; INSURANCE

Civil Proceedings . The Hospital shall indemnify an individual made a party to a proceedingbecause he is or was a governor or officer of the Hospital against liability incurred in any civilproceeding if he conducted himself in good faith and in the case of conduct in his officialcapacity with the Hospital, he reasonably believed that his conduct was in the best interest of theHospital, or in all other cases he reasonably believed that his conduct was at least not opposed tothe best interest of the Hospital.

Criminal Proceedings . The Hospital shall indemnify any individual made a party to a criminal

proceeding because he is or was a governor or officer of the Hospital against any liability

incurred in any criminal proceeding if he had no reasonable cause to believe his conduct was

unlawful.

Employee Benefit Plan . The Hospital shall indemnify any individual made a party to anyproceeding because he is or was a governor or officer of the Hospital against any liabilityincurred in any proceeding relating to any employee benefit plan maintained by the Hospital ifhis conduct with respect to said employee benefit plan was for a purpose he reasonably believedto be in the interests of the participants and the beneficiaries of the plan and his conduct was notopposed to the best interests of the Hospital.

Limitations . The termination of any proceeding by judgment, order, settlement, conviction, orupon a plea of nolo contender or its equivalent is not, of itself, determinative that the governor orofficer did not meet the standard of conduct required in this Article. However, the Hospital willnot indemnify a governor or officer in connection with a proceeding by or in the right of theHospital in which the Governor was adjudged liable to the Hospital, or in connection with anyother proceeding charging improper personal benefit to him, whether or not involving action inhis official capacity, in which he was adjudged liable on the basis that personal benefit wasimproperly received by him. The Hospital will indemnify a governor or officer who is whollysuccessful, on the merits or otherwise, in the defense of any proceeding to which he was a partybecause he is or was a governor or officer of the Hospital against reasonable expenses incurredby him in connection with the proceeding.

Advance for Expenses . The Hospital shall pay for or reimburse the reasonable expensesincurred by a governor or officer who is a party to a proceeding in advance of final disposition ofthe proceeding if the governor or officer furnishes the Hospital a written affirmation of his goodfaith belief that he has met the standard of conduct required in this Article, furnishes the Hospitala written undertaking, executed personally or on his behalf, secured or unsecured, to repay theadvance if it is ultimately determined that he did not meet the required standard of conduct, and adetermination is made that the facts then known to those making the determination would notpreclude indemnification of said governor or officer.

Authorization . A majority vote of the Board of Governors shall determine whether or notindemnification of a governor or officer is permissible under the circumstances because he has

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met the required standard of conduct. Alternatively, a majority vote of the Board of Governorsmay appoint an independent special legal counsel to determine whether or not indemnification ofa governor or officer is permissible under the circumstances because he has met the requiredstandard of conduct.

Insurance . The Hospital may purchase and maintain insurance on behalf of an individual who isor was an officer, governor, employee, or agent of the Hospital, or who, while an officer,governor, employee, or agent of the Hospital, is or was serving at the request of the Hospital asan officer, governor, partner, trustee, employee, or agent of another foreign or domesticcorporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, againstliability asserted against or incurred by him in that capacity or arising from his status as anofficer, governor, employee, or agent, whether or not the Hospital would have power toindemnify him against the same liability under applicable state law.

Interpretation . This Article shall be interpreted to allow indemnification of officers andgovernors to the fullest extent allowable under Title 48 of the Tennessee Code Annotated asamended from time to time.

ARTICLE XXIII - PROHIBITED LOANS TO GOVERNORS AND OFFICERS

Except as otherwise permitted by § 48-58-303 of the Tennessee Nonprofit Corporation Act, theHospital shall not lend money to nor guarantee the obligations of a governor or officer of theHospital.

ARTICLE XXIV - GENDER

Words in any gender when used in these Bylaws and where the context requires shallinclude all other genders.

ARTICLE XXV - PROCEEDINGS

1. All proceedings of St. Jude Children's Research Hospital and its Board of Governors shall beconducted pursuant to Robert's Rules of Order, as most recently revised, except as otherwiseprovided in the Bylaws.

2. At any time during a meeting of the Board, a member may move that the Board meet inExecutive Session to discuss a particular subject. If the motion is seconded, the chair shallcall for Executive Session on that subject, either at the time of the motion or later in themeeting, at the chair's choosing. At the time the meeting is to be closed, all non-Boardmembers shall leave the meeting, including ex-officio Board members.

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3. If the chair determines that it would be appropriate or helpful that National Committeemembers and/or ex-officio Board members remain in the room during such session, the chairshall so rule, stating the reasons why. This decision is not debatable, but it may be appealedby any member of the Board of Governors, provided the motion to appeal is seconded. Themotion to appeal is also not debatable. A Board vote shall immediately be taken on theissue, with a majority required to overrule the chair.

4. Minutes of Executive Sessions shall be taken and maintained by the Chairman/President orthe designee of the Chairman/President in the absence of the National Executive Secretary.

5. The term "annual" when used in these Bylaws is defined for the fiscal period July 1 throughJune 30.

ARTICLE XXVI - MISCELLANEOUS

Section I - Conflict of Interest

No member of the Board of Governors or any member of any committees of the Board ofGovernors shall engage in any activity which could give rise to a real or apparent conflict ofinterest between the member and the Hospital without it being disclosed and approved by theBoard of Governors in accordance with the procedures prescribed by the Board of Governors.The Board of Governors shall adopt a prescribed written conflict of interest policy setting forththe procedure by which such conflict shall be determined.

Section 2 - Confidentiality and Disclosure

The Board of Governors shall adopt written policies regarding confidentiality andregarding conflict of interest disclosure statements. These policies shall be distributed no lessthan once a year to all members of the Board of Governors and any other member of anycommittee of the Board of Governors. These policies must be promptly acknowledged, signedand returned to the National Executive Secretary, who shall keep them on file. Anyacknowledgment of an apparent or real conflict of interest shall be copied and promptlyforwarded to the Chairman/President by the National Executive Secretary. Failure to promptlyreturn signed statements shall be deemed good cause for termination of Board of Governorsand/or committee membership.

Section 3 - Distribution ofAssets in the Event of Dissolution or Sale

All properties owned by the Hospital shall be irrevocable dedicated to charitablepurposes, and in the event of the dissolution or sale of the Hospital such property shall inure toand for the benefit of ALSAC, provided that at the time of such dissolution or ALSAC is a tax-exempt foundation or corporation organized and operated for charitable purposes as described inSections 170(c), 2055(a) and 2522(a) of the Internal Revenue Code (the "Code"). If ALSACdoes not so exist or qualify as required by the foregoing Code provisions, then such properties

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shall be distributed to one or more organizations described in Sections 170(c), 2055(a) and2522(a) of the Code as the Board of Governors shall select in its sole discretion.

Fred R. Harris, Secretary

Board of Governors

Original: 9/30/1967Amended by the Board of GovernorsDated: June 22, 2007

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Form 8453-EO Exempt Organization Declaration and Signature for OMB No 1545-1879

Electronic Filing

For calendar year 2006 , or tax year beginning JUL 1 2006, and ending JUN 30 20 07 L2006

For use with Forms 990, 990-EZ, 990 - PF, 1120-POL, and 8868Department of the TreasuryInternal Revenue Service 01 See instructions.

Name of exempt organization ST. JUDE CHILDREN ' S RESEARCH HOSPITAL, Employer identification number

INC, 62 - 0646012

art $ Type of Return and Return Information (whole Dollars Only)

Check the box for the return for which you are using this Form 8453-EO and enter the applicable amount from the return If any. If you check the box

on line la, 2a , 3a, 4a , or 5a below and the amount on that line for the return for which you are filing this form was blank, then leave line 1 b , 2b, 3b, 4b,

or 5b, whichever is applicable, blank (that is, do not enter -0-). But, if you entered -0- on the return, then enter -0- on the applicable line below. Do not

complete more than 1 line in Part I.

1a Form 990 check here 01 ® b Total revenue , if any (Form 990, line 12) 1b 405757868

2a Form 990-EZ check here 01 0 b Total revenue, if any (Form 990-EZ, line 9) 2b

3a Form 1120-POL check here 0, 0 b Total tax (Form 1120-POL, line 22) 3b

4a Form 990-PF check here 01 0 b Tax based on investment income (Form 990-PF, Part VI, line 5) 4b

5a Form 8868 check here PIE] b Balance due (Form 8868, line 3c) 5b

P :5R 11 Declaration of Officer

U I authorize the U .S. Treasury and its designated Financial Agent to initiate an ACH electronic funds withdrawal (direct debit) entry to thefinancial institution account indicated in the tax preparation software for payment of the organization 's federal taxes owed on this return,and the financial institution to debit the entry to this account . To revoke a payment , I must contact the U.S . Treasury Financial Agent at1.888.353.4537 no later than 2 business days prior to the payment (settlement) date . I also authorize the financial institutions involved in theprocessing of the electronic payment of taxes to receive confidential information necessary to answer inquiries and resolve issues related tothe payment.

O If a copy of this return is being filed with a state agency (ies) regulating charities as part of the IRS Fed/State program , I certify that Iexecuted the electronic disclosure consent contained within this return allowing disclosure by the IRS of this Form 990/990-EZ/990-PF

(as specifically identified in Part I above) to the selected state agency(ies).

Under penalties of perjury , I declare that I am an officer of the above named organization and that I have examined a copy of the organization ' s 2006 electronic return and accompanying schedules and

statements and to the best of my knowledge and belief, they are true, correct , and complete I further declare that the amount in Part I above is the amount shown on the copy of the organization's

electronic return I consent to allow my Intermediate service provider, transmitter, or electronic return originator (ERO) to send the organization ' s return to the IRS and to receive from the IRS (a) an

acknowledgement of receipt or reason for rejection of the transmission , ( b) an indication of any refund offset, (c) the reason for any delay in processing the return or refund , and (d ) the date of any refund

Sign III,'00^e- z2 SENIOR V,P./CFO

Here Signature of officer Date Title

R^ Declaration of Electronic Return Originator (ERO) and Paid Preparer (see instructions)

I declare that I have reviewed the above organization's return and that the entries on Form 8453-EO are complete and correct to the best of my

knowledge. If I am only a collector, I am not responsible for reviewing the return and only declare that this form accurately reflects the data on the

return. The organization officer will have signed this form before I submit the return. I will give the officer a copy of all forms and information to be

filed with the IRS, and have followed all other requirements in Publication 4206, Information for Authorized IRS e-file Providers of Exempt

Organization Filings. If I am also the Paid Preparer, under penalties of perjury I declare that I have examined the above organization's return

and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. This Paid

Preparer declaration is based on all information of which I have any knowledge.

D r R Date Check If Check ERO's 55N or PTINalso paid If self-

Epic's ' A a CPrr 3 Cf^ preparer employed aP00542227ERO s signature

Use Firm's name (or DELOITTE TAX , P EIN 86 - 1065772Only yours If self-employed)

address, and ZIP code 100 PEABODY PLACE , SUITE 800 Phone no

MEMPHIS . TN 38103 901 - 322-6700

Under penalties of perjury, I declare that I have examined the above return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete

Declaration of preparer is based on all information of which the preparer has any knowledge

PaidPreparer'sUse Only

Preparer's

Firm's name (oryours If self-employed),address, and ZIP code

Date Check Preparer's SSN or PTINIf self-employed fJ

LHA For Privacy Act and Paperwork Reduction Act Notice , see the instructions.

623061 11-10-06

Phone no

Form 8453-EO (2oos)