X0202 4 2006-10-30 0000064670 MEDTRONIC INC MDT 0001224119 CARLSON TERRANCE L MEDTRONIC, INC. 710 MEDTRONIC PARKWAY, M.S. LC310 MINNEAPOLIS MN 55432-5604 0 1 0 0 Sr VP, Genl Counsel & Corp Sec Common Stock 2006-10-30 4 A 0 8214 0 A 49583.033 D Common Stock 100.458 I by ESOP Stock Options (Right to buy) 48.7 2006-10-30 4 A 0 30801 0 A 2007-10-30 2016-10-30 Common Stock 30801 30801 D These options become exercisable at the rate of 25% of the shares granted per year beginning on the first anniversary of grant. This balance has increased by 308.426 due to exempt transactions including dividend equivalents. 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