RESTRICTED STOCK AWARD AGREEMENT 2008 STOCK AWARD AND INCENTIVE PLAN

1.

Restricted Stock Award. Medtronic, Inc., a Minnesota corporation (the “Company”), hereby awards to you, the individual named above, the above number of shares of Common Stock of the Company (the “Restricted Stock”), subject to the restrictions, limitations, and conditions contained in this Restricted Stock Award Agreement (this “Agreement”) and in the Medtronic, Inc. 2008 Stock Award and Incentive Plan (the “Plan”). In the event of any inconsistency between the terms of the Agreement and the Plan, the terms of the Plan will govern. Capitalized terms not defined in this Agreement shall have the meanings ascribed to them in the Plan.

2.

Restricted Stock Period. On the ________ anniversary of the Grant Date (the “Scheduled Vesting Date”), the shares of Restricted Stock will become yours free of all restrictions provided that you have not previously incurred a Termination of Employment. Until the Scheduled Vesting Date, the Restricted Stock is subject to the restrictions, conditions, and limitations described in this Agreement and the Plan. Upon your death, Disability or Retirement, you shall be entitled to receive that number of shares of Restricted Stock that has been pro rated for the portion of the period from the Grant Date through the Scheduled Vesting Date prior to your Termination of Employment, and with respect to such shares of Restricted Stock, all restrictions shall lapse. Upon your Termination of Employment for any reason other than death, Disability or Retirement, any shares of Restricted Stock whose restrictions have not lapsed will automatically be forfeited in full and canceled by the Company as of 11:00 p.m. CT (midnight ET) on the date of such Termination of Employment. For purposes of this Agreement, the terms “Disability” and “Retirement” shall have the meanings ascribed to those terms under any retirement plan of the Company which is qualified under Section 401 of the Code (which currently provides for retirement on or after age 55, provided you have been employed by the Company and/or one or more Affiliates for at least ten years, or retirement on or after age 62), or under any disability or retirement plan of the Company or any Affiliate applicable to you due to employment by a non-U.S. Affiliate or employment in a non-U.S. location, or as otherwise determined by the Committee.

3.

Change of Control. Upon the occurrence of a Change of Control, the Restricted Stock shall be subject to the provisions of Section 10.1 of the Plan.

4.

Forfeitures. If you have received or been entitled to receive payment in cash, delivery of Common Stock or a combination thereof as a result of this Restricted Stock award within the period beginning six months prior to the date of your Termination of Employment and ending twelve months following the date of your Termination of Employment, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable with respect to this Restricted Stock, in the event you engage in any of the following activities:

a.

performing services for or on behalf of any competitor of, or otherwise competing with, the Company or any Affiliate within six months of the date of your Termination of Employment;

b.

unauthorized disclosure of material proprietary information of the Company or any Affiliate;