X0202 4 2006-10-30 0000064670 MEDTRONIC INC MDT 0001145148 FIOLA JANET S MEDTRONIC, INC. 710 MEDTRONIC PARKWAY, M.S. LC310 MINNEAPOLIS MN 55432-5604 0 1 0 0 Sr VP, Human Resources Common Stock 2006-10-30 4 A 0 5134 0 A 99808.427 D Common Stock 8467.212 I By ESOP Common Stock 31069 I By Husband Stock Options (Right to buy) 48.7 2006-10-30 4 A 0 18481 0 A 2007-10-30 2016-10-30 Common Stock 18481 18481 D These options become exercisable at the rate of 25% of the shares granted per year beginning on the first anniversary of grant. The restrictions on this restricted stock award shall lapse on the third anniversary of the grant date if the Company's cumulative earnings growth during the three year period ending on the last day of fiscal year 2009 equals or exceeds a 9% compound annual growth rate, as determined by the Compensation Committee. In the circumstances of death, Disability or Retirement, these restrictions shall lapse on a pro-rata basis, provided that the mimimum threshhold has been achieved through fiscal 2009. Keyna P. Skeffington, Attorney-in-fact 2006-11-01