X0303 4 2008-07-28 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 2008-07-28 4 A 0 28377 0 A 102738.485 D Common Stock 4202 I By 401(k) Plan Common Stock 6607.687 I By ESOP This balance increased by 465.288 due to exempt transactions such as ESPP, dividend reinvestment, and dividend equivalent credits. The restrictions on these units shall lapse 100% on the third anniversary of the grant date if the Company's cumulative diluted earnings per share growth during the 36 month period ending on the last day of the Company's fiscal year 2011 equals or exceeds a 5% compound annual growth rate, as determined by the Compensation Committee. James N. Spolar, Attorney-in-Fact 2008-07-30