X0202 4 2006-10-30 0000064670 MEDTRONIC INC MDT 0001174533 DEMANE MICHAEL F MEDTRONIC, INC. 710 MEDTRONIC PARKWAY, M.S. LC310 MINNEAPOLIS MN 55432-5604 0 1 0 0 Sr VP & Pres, Eur, Can, LA, EM Common Stock 2006-10-30 4 A 0 12321 0 A 153666.657 D Common Stock 1695.276 I By ESOP Stock Options (Right to buy) 48.7 2006-10-30 4 A 0 45175 0 A 2007-10-30 2016-10-30 Common Stock 45175 45175 D This balance increased by 274.278 due to exempt transactions including ESPP, dividend reinvestment, and dividend equivalent credits. 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 unit 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