X0202 4 2006-10-30 0000064670 MEDTRONIC INC MDT 0001290170 Ellis Gary Lee MEDTRONIC, INC. 710 MEDTRONIC PARKWAY, M.S. LC310 MINNEAPOLIS MN 55432-5604 0 1 0 0 Sr VP & CFO Common Stock 2006-10-30 4 A 0 11294 0 A 52634.367 D Common Stock 3864.623 I By 401(k) Plan Common Stock 6493.083 I By ESOP Stock Options (Right to buy) 48.7 2006-10-30 4 A 0 41068 0 A 2007-10-30 2016-10-30 Common Stock 41068 41068 D This balance increased by 20.356 due to exempt dividend reinvestment and dividend equivalent transactions. 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