S-4

As filed with the Securities and Exchange Commission on December 6, 2005

Registration No. 333-           

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MEDTRONIC, INC.

(Exact name of registrant as specified in its charter)

Minnesota	3845	41-0793183
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

710 Medtronic Parkway

Minneapolis, Minnesota 55432

(763) 514-4000

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

Keyna Skeffington

Senior Legal Counsel and Assistant Secretary

710 Medtronic Parkway

Minneapolis, Minnesota 55432

(763) 514-4000

(Name and address, including zip code, and telephone number, including area

code, of agent for service of process)

Copies to:

Thomas F. Steichen
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, MN 55402
(612) 492-7000 Winthrop B. Conrad, Jr.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

     If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.    o

     If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering:    o

CALCULATION OF REGISTRATION FEE

		Proposed
		maximum	Proposed
		offering price	maximum
Title of each class of	Amount to be	per unit or	aggregate	Amount of
securities to be registered	registered	share(1)	offering price(1)	registration fee(2)
4.375% Senior Notes, Series B due 2010	$400,000,000	100%	$400,000,000	$42,800
4.750% Senior Notes, Series B due 2015	$600,000,000	100%	$600,000,000	$64,200

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended. The price per unit is based on the book value of the currently outstanding 4.375% Senior Notes due 2010 and 4.750% Senior Notes due 2015.
(2)	Calculated pursuant to Rule 457(f)(2).

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this prospectus may change. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO AMENDMENT DATED DECEMBER 6, 2005

PROSPECTUS

Offer to Exchange

4.375% Senior Notes, Series B due 2010 and

4.750% Senior Notes, Series B due 2015

for all outstanding

4.375% Senior Notes due 2010

and

4.750% Senior Notes dues 2015

     We are offering to exchange up to $400,000,000 in principal amount of our 4.375% Senior Notes, Series B due 2010 and up to $600,000,000 in principal amount of our 4.750% Senior Notes, Series B due 2015, or collectively, the New Notes, for up to $400,000,000 in principal amount of our 4.375% Senior Notes due 2010 and up to $600,000,000 in principal amount of our 4.750% Senior Notes due 2015, or collectively, the Old Notes, that are properly tendered and accepted for exchange on the terms set forth in this prospectus and in the accompanying Letter of Transmittal, which we refer to together as the exchange offer. See page 18 for a description of how to tender Old Notes.

     The exchange offer is subject to important conditions, as more fully explained in this prospectus.

     The exchange offer will expire at midnight, New York City time, on January 6, 2006, the expiration date, unless we extend it. We will announce any extensions by press release or other permitted means no later than 9:00 a.m., New York City time on the day after expiration of the exchange offer.

     The New Notes are identical to the outstanding Old Notes, except that the New Notes have been registered under the federal securities laws and will not bear any legend restricting their transfer. The New Notes will represent the same debt as the Old Notes and will be issued under the same indenture.

     The exchange offer is not conditioned upon the tender of any minimum aggregate amount of the 4.375% Senior Notes due 2010 or the 4.750% Senior Notes due 2015.

     Tenders of outstanding Old Notes may be withdrawn at any time on or prior to the expiration of the exchange offer.

     Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The accompanying letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for outstanding Old Notes where such outstanding New Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of one year after the expiration date of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

     There is no existing public market for the New Notes. We do not intend to list the New Notes on any securities exchange or quotation system.

     The exchange offer is described in detail in this prospectus, and we urge you to read it carefully, including the section titled “Risk Factors,” beginning on page 8 of this prospectus, for a discussion of factors that you should consider before you decide to participate in the exchange offer.

     The exchange offer is not being made to, and we will not accept tenders for exchange from, holders of Old Notes in any jurisdiction in which the exchange offer or the acceptance of the offer would not be in compliance with the securities or blue sky laws of that jurisdiction.

     Neither our board of directors nor any other person is making any recommendation as to whether you should choose to exchange your Old Notes for New Notes.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is                   , 2006.

TABLE OF CONTENTS

	Page
WHERE YOU CAN FIND MORE INFORMATION		ii
FORWARD-LOOKING STATEMENTS		iv
SUMMARY		1
MEDTRONIC, INC		1
SUMMARY OF THE EXCHANGE OFFER		3
SUMMARY OF NEW NOTES		6
RISK FACTORS		8
CAPITALIZATION		11
SELECTED CONSOLIDATED FINANCIAL INFORMATION		12
USE OF PROCEEDS		13
RATIO OF EARNINGS TO FIXED CHARGES		13
PRICE RANGE OF OUR COMMON STOCK		14
DIVIDEND POLICY		14
PLAN OF DISTRIBUTION		14
THE EXCHANGE OFFER		15
DESCRIPTION OF THE NEW NOTES		23
DESCRIPTION OF CAPITAL STOCK		32
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS		35
LEGAL MATTERS		38
EXPERTS		38
Indenture
Form of 4.375% Senior Notes
Form of 4.750% Senior Notes
Opinion of Fredrickson & Byron, P.A.
Tax Opinion of Frederickson & Byron, P.A.
Statement Re: Computation of Ratio of Earnings to Fixed Charges
Consent of PricewaterhouseCoopers LLP
Statement of Eligibility and Qualifications of Trustee on Form T-1
Form of Letter of Transmittal
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
Form of Letter to Clients
Form of Instruction Form
Form of Guidelines for Certification of Taxpayer Identification

      You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus is accurate as of the date appearing on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

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WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy this information at the SEC’s Public Reference Room, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Section of the SEC at prescribed rates. Please call the SEC at 1-800-SEC-0330 for additional information about the Public Reference Room.

      The SEC also maintains a website that contains reports, proxy statements and other information about issuers, including Medtronic, Inc., that file electronically with the SEC. The address of that site is www.sec.gov. You can also inspect reports, proxy statements, and other information about Medtronic at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

      We are “incorporating by reference” into this prospectus certain information we file with the SEC, which means that we are disclosing important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, except for any information that is superseded by information contained directly in this prospectus. This prospectus incorporates by reference the following documents, each of which we previously filed with the SEC:

•  The description of Medtronic’s common stock which is contained or incorporated by reference in the Registration Statement on Form 8-A dated November 3, 2000.

•  Description of Medtronic’s preferred stock purchase rights attached to its common stock contained in Medtronic’s registration statement on Form 8-A dated November 3, 2000.

•  Our Annual Report on Form 10-K for the fiscal year ended April 29, 2005, filed June 29, 2005.

•  Our Quarterly Report on Form 10-Q for period ended July 29, 2005, filed September 1, 2005.

•  Our Quarterly Report on Form 10-Q for the period ended October 28, 2005, filed December 6, 2005.

These reports contain important information about us and our finances.

      All documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, from the date of this prospectus to the end of the offering of the Notes under this document shall also be deemed to be incorporated herein by reference and will automatically update information in this prospectus; provided, however, that we are not incorporating any information furnished under either Item 2.02 or Item 7.01 of any Current Report on Form 8-K.

      Any statements made in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superceded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference into this prospectus modifies or supercedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

      You may request a copy of these filings, at no cost, by writing or calling us at the following address or telephone number:

Investor Relations Department

Medtronic, Inc.

710 Medtronic Parkway

Minneapolis, Minnesota 55432

(763) 514-4000

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference into this prospectus.

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      We make available free of charge on or through our Internet website, www.medtronic.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained in our website does not constitute part of this prospectus unless otherwise specifically incorporated by reference herein.

IN ORDER FOR YOU TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS BEFORE THE EXPIRATION OF THE EXCHANGE OFFER, MEDTRONIC SHOULD RECEIVE YOUR REQUEST NO LATER THAN DECEMBER 27, 2005.

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FORWARD-LOOKING STATEMENTS

      Certain statements contained in this prospectus, and the documents incorporated herein by reference and other written and oral statements made from time to time by us, do not relate strictly to historical or current facts. As such, they are considered “forward-looking statements” which provide current expectations or forecasts of future events. Our forward-looking statements generally relate to our growth strategies, financial results, product development, regulatory approvals, competitive strengths, the scope of our intellectual property rights, mergers and acquisitions, market acceptance of our products, and sales efforts. Such statements can be identified by the use of terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “possible,” “project,” “should,” “will” and similar words or expressions. One must carefully consider forward-looking statements and understand that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially. It is not possible to foresee or identify all factors affecting our forward-looking statements and investors therefore should not consider any list of such factors to be an exhaustive statement, of all risks, uncertainties, or potentially inaccurate assumptions.

      Although it is not possible to create a comprehensive list of all factors that may cause actual results to differ from our forward-looking statements, the factors include, but are not limited to (i) trends toward managed care, health care cost containment, and other changes in government and private sector initiatives, in the United States and other countries in which we do business, which are placing increased emphasis on the delivery of more cost-effective medical therapies; (ii) the trend of consolidation in the medical device industry as well as among customers of medical device manufacturers, resulting in more significant, complex, and long-term contracts than in the past and potentially greater pricing pressures; (iii) the difficulties and uncertainties associated with the lengthy and costly new product development and regulatory clearance processes, which may result in lost market opportunities or preclude product commercialization; (iv) efficacy or safety concerns with respect to marketed products, whether scientifically justified or not, that may lead to product recalls, withdrawals, or declining sales; (v) changes in governmental laws, regulations, and accounting standards and the enforcement thereof that may be adverse to us; (vi) increased public interest in recent years in product liability claims for implanted medical devices, including implantable cartioverter-defibrillators, pacemakers, leads, stents and spinal systems, and adverse developments in litigation involving us; (vii) other legal factors including environmental concerns and patent disputes with competitors; (viii) agency or government actions or investigations affecting the industry in general or us in particular; (ix) the development of new products or technologies by competitors, technological obsolescence, and other changes in competitive factors; (x) risks associated with maintaining and expanding international operations; (xi) our business acquisitions, dispositions, discontinuations or restructurings; (xii) the integration of businesses that we have acquired; (xiii) the price and volume fluctuations in the stock markets and their effect on the market prices of technology and health care companies; and (xiv) economic factors over which we have no control, including changes in inflation, foreign currency rates, and interest rates.

      We note these factors as permitted by the Private Securities Litigation Reform Act of 1995.

      When a forward-looking statement includes an underlying assumption, we caution that, while we believe the assumption to be reasonable and make it in good faith, assumed facts often vary from actual results, and the difference between assumed facts and actual results can be material. Where, in any forward-looking statement, we express an expectation or belief as to future results, there can be no assurance that the expectation or belief will result. Our actual results may differ materially from those expressed in any forward-looking statements made by us. Forward-looking statements involve a number of risks of uncertainties including, but not limited to, the risks described or referred to under the heading “Risk Factors” beginning on page 8 of this prospectus. All forward-looking statements are qualified by and should be read in conjunction with those risk factors. Except as may be required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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SUMMARY

      The following summary may not contain all the information that may be important to you. You should read the entire prospectus, as well as the information incorporated by reference, before making an investment decision. When used in this prospectus, unless the context otherwise requires and except with respect to the section entitled “Description of Notes,” the term “Medtronic” refers to Medtronic, Inc. and the terms “we,” “us,” and “our” refer to Medtronic, Inc. and its subsidiaries.

MEDTRONIC, INC.

      We are the global leader in medical technology, alleviating pain, restoring health and extending life for millions of people around the world. We are committed to offering market-leading therapies worldwide to restore patients to fuller, healthier lives. With beginnings in the treatment of heart disease, we have expanded well beyond our historical core business and today provide a wide range of products and therapies that help solve many challenging, life-limiting medical conditions. We hold market-leading positions in almost all of the major markets in which we compete.

      We currently function in five operating segments that manufacture and sell device-based medical therapies. Our operating segments are: Cardiac Rhythm Management (CRM), Spinal, Ear, Nose and Throat (ENT) and Navigation, Neurological and Diabetes, Vascular, and Cardiac Surgery. With innovation and market leadership, we have pioneered advances in medical technology in all of our businesses and enjoyed steady growth. Over the last five years, our net sales have more than doubled, from $5.016 billion in fiscal year 2000 to $10.055 billion in fiscal year 2005. We attribute this growth to our continuing commitment to develop or acquire new products to treat an expanding array of medical conditions.

      Medtronic was founded in 1949, incorporated as a Minnesota corporation in 1957 and today serves physicians, clinicians and patients in more than 120 countries worldwide. Beginning with the development of the heart pacemaker in the 1950s, we have assembled a broad and diverse portfolio of progressive technology expertise both through internal development of core technologies as well as acquisitions. We remain committed to a mission written by our founder more than 40 years ago that directs us “to contribute to human welfare by application of biomedical engineering in the research, design, manufacture and sale of products that alleviate pain, restore health and extend life.”

      With approximately 33,000 dedicated employees worldwide personally invested in supporting our mission, our success in leading global advances in medical technology is rooted in several key strengths:

•  Broad and deep technological knowledge of microelectronics, implantable devices and techniques, power sources, coatings, materials, programmable devices and related areas, as well as a tradition of technological pioneering and breakthrough products that not only yield better medical outcomes, but more cost-effective therapies.

•  Strong intellectual property portfolio that underlies our key products.

•  High product quality standards, backed with stringent systems to ensure consistent performance, that meet or surpass customers’ expectations.

•  Strong professional collaboration with customers, extensive medical educational programs and thorough clinical research.

•  Full commitment to superior patient and customer service.

•  Extensive experience with the regulatory process and sound working relationships with regulators and reimbursement agencies, including leadership roles in helping shape regulatory policy.

•  A proven financial record of sustained growth and continual introduction of new products.

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      Our strategic objective is to provide patients and the medical community with comprehensive, life-long solutions for the management of chronic disease. Our key strengths parallel the following basic, but well-implemented, strategies that guide our growth and success:

•  Increase market share in core product lines.

•  Meet unmet medical needs by leveraging our technologies.

•  Broaden our geographical presence in developed and developing markets.

•  Ensure that people who could benefit from our device therapies increasingly have access to them.

•  Acquire or invest in breakthrough technologies to treat an increasing number of chronic diseases.

      In this decade, we anticipate that technology advancements, the internet and increasing patient participation in treatment decisions will transform the nature of health care services and will result in better care at lower cost to the health care system and greater quality of life and convenience to the patient.

      Our strategy to provide a broad range of therapies to restore patients to fuller, healthier lives requires a wide variety of technologies, products and capabilities. The rapid pace of technological development in the medical industry and the specialized expertise required in different areas of medicine make it difficult for one company alone to develop a broad portfolio of technological solutions. In addition to internally generated growth through our research and development efforts, historically we have relied, and expect to continue to rely, upon acquisitions, investments, and alliances to provide access to new technologies both in areas served by our existing businesses as well as in new areas.

      Our net sales in fiscal year 2005 were $10.055 billion, an increase of 11% from the prior fiscal year. We achieved solid worldwide sales growth as a result of our three largest operating segments growing at least 9%.

      This growth is a result of continued new product introductions, market share gains and the further expansion of many of the markets that we serve. Key new product offerings in fiscal year 2005 included the Intrinsic^tm implantable cardioverter defibrillator (ICD) and the InSync® Sentry^tm cardiac resynchronization therapy defibrillator (CRT-D), the Paradigm® 515 and 715 insulin pumps for diabetes, the VERTE-STACK® Capstone^tm PEEK (CAPSTONE) Vertebral Body Spacer used in spinal surgery, and our first fully rechargeable neurostimulator for pain management called the Restore^tm. Our diverse product portfolio enables us to reach a multitude of patients with our lifesaving and life enhancing therapies. Additionally, the depth of our portfolio has provided us a competitive advantage contributing to our sustained growth in recent years.

      Consolidated net sales for the three and six months ended October 28, 2005 were $2.765 billion and $5.456 billion, respectively. This is an increase of $365.6 million and $709.9 million, respectively, or 15% over each of the same periods in the prior year. Additionally, during the three and six months ended October 28, 2005, foreign exchange translation had an (unfavorable) and favorable impact on net sales for the three and six months ended October 28, 2005 of approximately $(3.3) million and $22.7 million, respectively.

      The three and six month increases in net sales were primarily driven by growth in certain businesses within our CRM, Spinal, ENT and Navigation, and Neurological and Diabetes operating segments. CRM net sales for the three and six months ended October 28, 2005 increased by $185.4 million and $357.1 million, respectively, or 17% and 16%, respectively, over the same periods in the prior year. Spinal, ENT and Navigation net sales for the three and six months ended October 28, 2005 increased by $97.9 million and $202.1 million, respectively, or 19% and 20%, respectively, over the same periods in the prior year and Neurological and Diabetes net sales for the three and six months ended October 28, 2005 increased by $56.8 million and $111.6 million, respectively, or 13% over each of the same periods in the prior year.

      Our principal executive offices are located at 710 Medtronic Parkway, Minneapolis, Minnesota 55432, and our telephone number is (763) 514-4000.

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SUMMARY OF THE EXCHANGE OFFER

      The following is a brief summary of the terms of the exchange offer. For a more complete description, see “The Exchange Offer.”

Original Issuance of the Old Notes	We issued $400,000,000 aggregate principal amount of our 4.375% Senior Notes due 2010 and $600,000,000 aggregate principal amount of our 4.750% Senior Notes due 2015 on September 15, 2005. The Old Notes were sold to qualified institutional buyers, as defined under Rule 144A of the Securities Act, in reliance on Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. Because they were sold pursuant to exemptions from registration, the Old Notes are subject to transfer restrictions.
	In connection with the issuance of the Old Notes, we entered into a registration rights agreement in which we agreed to deliver to you this prospectus and to use our reasonable best efforts to complete the exchange offer or to file and cause to become effective a registration statement covering the resale of the outstanding Old Notes.
Purpose of the Exchange Offer	The purpose of the exchange offer is to give holders of the Old Notes securities which have been registered under the federal securities laws.
The Exchange Offer	We are offering to exchange $2,000 principal amount of New Notes for each $2,000 principal amount of Old Notes accepted for exchange and integral multiples of $1,000 in excess of $2,000.
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions. See “The Exchange Offer — Conditions to the Exchange Offer.”
Expiration Date	The exchange offer will expire at midnight, New York City time, on January 6, 2006, which date we refer to as the “expiration date,” unless extended or earlier terminated by us. We may extend the expiration date for any reason. If we decide to extend it, we will announce any extensions by press release or other permitted means no later than 9:00 a.m. on the business day after the scheduled expiration of the exchange offer.
Withdrawal of Tenders	Tenders of Old Notes may be withdrawn in writing at any time prior to midnight, New York City time, on the expiration date.
Procedures for Exchange	If you own Old Notes held through a broker or other third party, or in “street name,” you will need to follow the instructions in the letter of transmittal on how to instruct them to tender the Old Notes on your behalf, as well as submit a letter of transmittal and the other agreements and documents described in this document. We will determine in our sole discretion whether any Old Notes have been validly tendered. Old Notes may be tendered by electronic transmission of acceptance through The Depository Trust Company’s, or DTC’s, Automated Tender Offer Program, or ATOP, procedures for transfer or by delivery of a signed letter of transmittal pursuant to the instructions described therein. Custodial entities that are participants in DTC

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	must tender Old Notes through DTC’s ATOP, by which the custodial entity and the beneficial owner on whose behalf the custodial entity is acting agree to be bound by the letter of transmittal. A letter of transmittal need not accompany tenders effected through ATOP. Please carefully follow the instructions contained in this document on how to tender your securities.
Acceptance of Old Notes	If all the conditions to the exchange offer are satisfied or waived prior to the expiration date, we will accept all Old Notes validly tendered and not withdrawn prior to the expiration of the exchange offer and will issue the New Notes promptly after the expiration date. We will issue New Notes in exchange for Old Notes only after the exchange agent has received a timely book-entry confirmation of transfer of Old Notes into the exchange agent’s DTC account and a properly completed and executed letter of transmittal, unless the tender is effected through ATOP. Our oral or written notice of acceptance to the exchange agent will be considered our acceptance of the exchange offer.
Amendment of the Exchange Offer	We reserve the right to interpret or modify the terms of the exchange offer, provided that we will comply with applicable laws that may require us to extend the period during which securities may be tendered or withdrawn as a result of changes in the terms of or information relating to the exchange offer.
Use of Proceeds	We will not receive any cash proceeds from the exchange offer. Old Notes that are validly tendered and exchanged pursuant to the exchange offer will be retired and canceled.
Fees and Expenses of the Exchange Offer	We estimate that the total fees and expenses of the exchange offer will be approximately $252,000.
Interest on the New Notes	Interest on each series of the New Notes will commence on March 15, 2006. Interest on each series of Net Notes will accrue from the date of original issuance of the Old Notes.
United States Federal Income Tax Considerations	We believe (and intend to take the position) that the modifications to the Old Notes resulting from the exchange of Old Notes for New Notes will not constitute a significant modification of the Old Notes for United States federal income tax purposes. If our position is respected, there would be no United States federal income tax consequences to a holder who exchanges Old Notes for New Notes pursuant to the exchange offer. However, the United States federal income tax consequences of the exchange offer and of the ownership and disposition of the New Notes are unclear. If, contrary to our position, the exchange constitutes a significant modification, the tax consequences to you could materially differ. Among other things, the exchange could be a taxable transaction, with any gain treated as ordinary income. See “Material Federal Income Tax Considerations” for more information on tax consequences of the exchange offer.

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Old Notes Not Tendered or Accepted for Exchange	Any Old Notes not accepted for exchange for any reason will be returned without expense to you promptly after the expiration, termination or withdrawal of the exchange offer. If you do not exchange your Old Notes in the exchange offer, or if your Old Notes are not accepted for exchange, you will continue to hold your Old Notes and will be entitled to all the rights and subject to all the limitations applicable to the Old Notes.
Consequences of Not Exchanging Old Notes	If you do not exchange your Old Notes in the exchange offer, the liquidity of any trading market for Old Notes not tendered for exchange, or tendered for exchange but not accepted, could be significantly reduced to the extent that Old Notes are tendered and accepted for exchange in the exchange offer.
Deciding Whether to Participate in the Exchange Offer	Neither we nor our officers or directors make any recommendation as to whether you should tender or refrain from tendering all or any portion of your Old Notes in the exchange offer. Further, we have not authorized anyone to make any such recommendation. You should make your own decision as to whether you should tender your Old Notes in the exchange offer and, if so, the aggregate amount of Old Notes to tender after reading this prospectus, including the “Risk Factors,” and the letter of transmittal and consulting with your advisors, if any, based on your own financial position and requirements.
Exchange Agent	Wells Fargo Bank, National Association is the exchange agent for the exchange offer. Its address and telephone numbers are located on the back cover of this prospectus.

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SUMMARY OF NEW NOTES

      The following is a brief summary of some of the terms of the New Notes. For a more complete description of the terms of the New Notes, see “Description of the New Notes.”

Issuer	Medtronic, Inc.
New Notes Offered	Up to $400,000,000 aggregate principal amount of 4.375% Senior Notes, Series B due 2010
	Up to $600,000,000 aggregate principal amount of 4.750% Senior Notes, Series B due 2015
Offering Price	Each New Note will be issued at a price equal to 100% of its principal amount
Maturity Date	2010 notes: September 15, 2010 2015 notes: September 15, 2015
Ranking	Each series of New Notes will be Medtronic’s general unsecured senior obligations and will rank equally in right of payment with Medtronic’s existing and future unsubordinated debt. The New Notes will be structurally subordinated to all future and existing obligations of Medtronic’s subsidiaries.
	As of October 28, 2005, we had approximately $3,836.3 million of unsubordinated debt obligations of a type required to be reflected as a liability (net of debt discount and issuance cost) in our consolidated balance sheet at that date. See “Capitalization.”
Interest Payment Dates	March 15 and September 15 of each year, beginning March 15, 2006.
Interest Rate of New Notes	2010 notes: 4.375% per annum. 2015 notes: 4.750% per annum.
Redemption	The New Notes are redeemable at any time prior to their respective maturities at prices equal to the greater of the principal amount thereof and the sum of the present values of the remaining schedule payments of principal and interest in respect of the New Notes to be redeemed discounted to the date of redemption as described under “Description of the New Notes — Optional Redemption,” plus, in each case, accrued interest.
Certain Indenture Provisions	The indenture governing the New Notes will contain covenants limiting Medtronic’s and its restricted subsidiaries’ ability to incur secured debt and enter into sale and leaseback transactions. These covenants are subject to a number of important limitations and exceptions. See “Description of Notes — Certain Covenants.”
Form, Denomination and Registration	The New Notes will be issued in fully registered form. The New Notes will be issued in denominations of $2,000 and in integral multiples of $1,000 in excess of $2,000. The New Notes will be represented by one or more global New Notes, deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., DTC’s nominee. Beneficial interests in the global New Notes will be shown on, and any transfers will be effected

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	only through, records maintained by DTC and its participants, including Euroclear and Clearstream. See “Description of the New Notes — Book-Entry; Delivery and Form.”
Further Issues	We may, from time to time without the consent of the holders of the notes, issue additional debt securities of either series of the New Notes having the same interest rate, maturity and other terms as the Old Notes except for the issue price and issue date, and, in some cases, the first interest payment date.
Absence of a Public Market for the Notes	The New Notes are new securities. We cannot assure you that any active or liquid market will develop for the New Notes. See “Risk Factors.”
Trustee	The trustee for the Old Notes and the New Notes is Wells Fargo Bank, National Association.
Governing Law	The indenture and the New Notes are governed by the laws of the State of New York.

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RISK FACTORS

      Investors should carefully consider the risks described below before making an investment decision in addition to the other information contained in this prospectus and the documents incorporated by reference into this prospectus before exchanging Old Notes for New Notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.

      If any of the following risks actually occurs, our business, financial condition and results of operations could be materially adversely affected.

      This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below and elsewhere in this prospectus.

Risks Related to Our Business

      Our business is affected by many factors that may cause our results in the future to differ, possibly materially, from our current expectations or forecasts. See “Forward-Looking Statements” above for a description of some of these factors and for a cautionary note regarding forward-looking statements and your reliance on them. A number of the factors that may affect our future results are also discussed in our most recent Quarterly Report on Form 10-Q, which is incorporated by reference into this prospectus, in particular in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Cautionary Factors That May Affect Future Result, and — Risks Related to Our Business” and in our most recent Annual Report on Form 10-K which is also incorporated by reference into this prospectus, in particular in the sections captioned “Business,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Risks Related to the New Notes

A downgrade, suspension or withdrawal of the rating assigned by a rating agency to the New Notes, if any, could cause the liquidity or market value of the New Notes to decline significantly.

      There can be no assurance that any rating will be assigned to the New Notes. Further, there can be no assurance that if a rating is assigned that such rating will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if in that rating agency’s judgment future circumstances relating to the basis of the rating, such as adverse changes in our business, so warrant.

The New Notes will be unsecured and structurally subordinated to Medtronic’s subsidiaries’ indebtedness.

      The New Notes are not guaranteed by any of Medtronic’s subsidiaries. As a result, liabilities, including indebtedness or guarantees of indebtedness, of each of its subsidiaries will rank effectively senior to the indebtedness represented by the new Notes, to the extent of such subsidiary’s assets. As of October 28, 2005, Medtronic’s subsidiaries had indebtedness of $557.0 million outstanding. While the indenture limits the ability of certain of Medtronic’s subsidiaries to incur secured debt and enter into sale and leaseback transactions, it does not restrict the future incurrence of liabilities, including indebtedness or guarantees of indebtedness, by Medtronic’s subsidiaries.

The New Notes will be effectively subordinated to any future secured indebtedness.

      The New Notes are not secured by any of our assets. As a result, any future secured indebtedness that we may incur will rank effectively senior to the indebtedness represented by the New Notes, to the extent of the value of the assets securing such indebtedness. As of October 28, 2005, we had no material secured indebtedness and we have no present intention to incur significant amounts of secured indebtedness in the future. The indenture permits us to incur secured indebtedness up to 20% of our

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consolidated net tangible assets (as defined in the indenture governing the New Notes). See “Description of the New Notes — Certain Covenants — Limitation on Secured Debt.”

An active trading market may not develop for the New Notes.

      There is no existing trading market for the New Notes and we do not expect to list them on any securities exchange or on the Nasdaq National Market. Although we have been informed by the initial purchasers that they have made a market in the Old Notes and intend to make a market in the New Notes, they have no obligation to do so and may cease their market-making at any time without notice. In addition, market-making will be subject to the limits imposed by the Securities Act and the Exchange Act. The liquidity of the trading market in the New Notes, and the market price quoted for the New Notes, may be adversely effected by:

•  changes in the overall market for debt securities;

•  changes in our financial performance or prospects;

•  the prospects for companies in our industry generally;

•  the number of holders of the New Notes;

•  the interest of securities dealers in making a market for the New Notes; and

•  prevailing interest rates.

      As a result, you cannot be sure that an active trading market will develop for the New Notes.

Risks Related to the Exchange Offer

If you do not exchange your Old Notes, the Old Notes you retain may become less liquid as a result of the exchange offer.

      If a significant number of Old Notes are exchanged in the exchange offer, the liquidity of the trading market for the Old Notes, if any, after the completion of the exchange offer may be substantially reduced. Any Old Notes exchanged will reduce the aggregate number of Old Notes outstanding. As a result, the Old Notes may trade at a discount to the price at which they would trade if the transactions contemplated by this prospectus were not consummated, subject to prevailing interest rates, the market for similar securities and other factors. We cannot assure you that an active market in the Old Notes will exist or be maintained and we cannot assure you as to the prices at which the Old Notes may be traded.

Your Old Notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your Old Notes will continue to be subject to existing transfer restrictions and you may not be able to sell your Old Notes.

      We will not accept your Old Notes for exchange if you do not follow the exchange offer procedures. We will issue New Notes as part of this exchange offer only after a timely receipt of your Old Notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your Old Notes, please allow sufficient time to ensure timely delivery. If we do not receive your Old Notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your Old Notes for exchange. If there are defects or irregularities with respect to your tender of Old Notes, we will not accept such notes for exchange. We are under no duty to give notification of defects or irregularities with respect to your tender of Old Notes for exchange. If you do not exchange your Old Notes in the exchange offer, the liquidity of any trading market for Old Notes not tendered for exchange could be significantly reduced to the extent that Old Notes are tendered for exchange in the exchange offer.

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The United States federal income tax consequences of the exchange offer are unclear.

      We intend to take the position that the exchange of New Notes for Old Notes does not constitute a significant modification of the Old Notes for United States federal income tax purposes, and that the New Notes will be treated as a continuation of the Old Notes. Consistent with this position there will be no United States federal income tax consequences to a Holder (defined in “Material Federal Income Tax Considerations” below) who exchanges Old Notes for New Notes pursuant to the exchange offer. That position, however, is uncertain and could be challenged by the IRS. If, contrary to our position, the exchange of New Notes for the Old Notes constitutes a significant modification of the Old Notes, the exchange of an Old Debenture for a New Debenture would be treated as an exchange for United States federal income tax purposes possibly resulting in the recognition of gain. In addition, in this case, the New Notes would be treated as newly issued securities and the tax rules applicable to the New Notes may materially differ from the tax rules applicable to the Old Notes.

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CAPITALIZATION

      The following table sets forth our consolidated summary cash and cash equivalents and capitalization at October 28, 2005. You should read this table in conjunction with our consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended April 29, 2005 and our Quarterly Report on Form 10-Q for the three and six-month periods ended October 28, 2005. See the Section of the prospectus entitled “Where You Can Find More Information.”

			As of
			October 28, 2005
			Actual
			(In millions)
			(Unaudited)
Cash and cash equivalents			$	1,947.8
Short-term borrowings			$	2,835.1
Long-term debt				1,001.2
	Total debt			3,836.3
Shareholders’ equity
	Preferred Stock, par value $1.00 per share			—
	Common Stock, par value $0.10 per share			120.7
	Accumulated other non-owner changes in equity			169.2
	Retained earnings			10,843.8
		Total shareholders’ equity		11,133.7
Total capitalization			$	14,970.0

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SELECTED CONSOLIDATED FINANCIAL INFORMATION

      You should read the selected consolidated financial data set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended April 29, 2005 and our Quarterly Reports on Form 10-Q for the three and six-month periods ended October 28, 2005 and October 29, 2004. Selected consolidated statements of operations data for the fiscal years 2005, 2004, 2003, 2002 and 2001 are derived from audited financial statements. The financial data as of and for the six months ended October 28, 2005 and October 29, 2004, have been derived from unaudited financial statements for those periods that have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, and in our opinion, reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of our results of operations and financial position.

			Fiscal Year Ended													Six Months Ended
			April 29,			April 30,			April 25,		April 26,		April 27,			October 28,			October 29,
			2005			2004			2003		2002		2001			2005			2004
Consolidated Statements of Earnings Data: (in millions, except per share data)
Net sales			$	10,054.6		$	9,087.2		$	7,665.2	$	6,410.8	$	5,551.8		$	5,455.8		$	4,745.9
Costs and expenses:
	Cost of products sold			2,446.4			2,252.9			1,890.3		1,652.7		1,410.6			1,348.6			1,135.1
	Research and development expense			951.3			851.5			749.4		646.3		577.6			538.6			462.4
	Selling, general and administrative expense			3,213.6			2,801.4			2,371.9		1,962.8		1,685.2			1,785.6			1,541.7
	Purchased in-process research and development			—			41.1			114.2		293.0		—			363.8			—
	Special charges			654.4			(4.8	)		2.5		290.8		338.8			100.0			—
	Other expense, net			290.5			351.0			188.4		34.4		64.4			91.5			117.5
	Interest (income)/expense, net			(45.1	)		(2.8	)		7.2		6.6		(74.2	)		(28.8	)		(11.4	)
		Total costs and expenses		7,511.1			6,290.3			5,323.9		4,886.6		4,002.4			4,199.3			3,245.3
Earnings before income taxes				2,543.5			2,796.9			2,341.3		1,524.2		1,549.4			1,256.5			1,500.6
Provision for income taxes				739.6			837.6			741.5		540.2		503.4			119.4			435.2
		Net earnings	$	1,803.9		$	1,959.3		$	1,599.8	$	984.0	$	1,046.0		$	1,137.1		$	1,065.4
Earnings per share:
	Basic		$	1.49		$	1.61		$	1.31	$	0.81	$	0.87		$	0.94		$	0.88
	Diluted		$	1.48		$	1.60		$	1.30	$	0.80	$	0.85		$	0.93		$	0.87
Weighted average shares outstanding:
	Basic			1,209.0			1,213.7			1,217.5		1,211.6		1,203.0			1,209.6			1,209.3
	Diluted			1,220.8			1,225.9			1,228.7		1,225.1		1,226.7			1,222.4			1,221.2

	As of										As of
	April 29,		April 30,		April 25,		April 26,		April 27,		October 28,		October 29,
	2005		2004		2003		2002		2001		2005		2004
Consolidated Balance Sheet Data: (in millions)
Current assets	$	7,421.5	$	5,312.7	$	4,690.2	$	3,488.0	$	3,756.8	$	8,119.0	$	6,369.6
Current liabilities		3,380.0		4,240.6		1,898.0		3,984.9		1,359.3		4,899.1		2,487.6
Non-current assets		9,195.9		8,798.1		7,715.3		7,416.5		3,282.1		9,648.5		8,810.7
Non-current liabilities		2,787.9		793.2		2,601.1		488.5		170.1		1,734.7		2,767.4
Total shareholders’ equity		10,449.5		9,077.0		7,906.4		6,431.1		5,509.5		11,133.7		9,925.3

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USE OF PROCEEDS

      There will be no cash proceeds payable to us from the issuance of the New Notes. In consideration for issuing the New Notes as contemplated in the prospectus, we will receive the currently outstanding Old Notes in like principal amount, the terms of which are identical in all material respects to the New Notes. Currently outstanding Old Notes surrendered in exchange for the New Notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the New Notes will not result in any increase in our indebtedness. We used the net proceeds from the sale of the Old Notes for general corporate purposes, including the repayment of a portion of our outstanding commercial paper.

RATIO OF EARNINGS TO FIXED CHARGES

      The ratio of earnings to fixed charges for the fiscal years ended April 29, 2005, April 30, 2004, April 25, 2003, April 26, 2002 and April 27, 2001 was computed based on Medtronic’s historical consolidated financial information. The ratio of earnings to fixed charges for the six-months ended October 28, 2005 was computed based on Medtronic’s historical consolidated financial information included in Medtronic’s most recent Quarterly Report on Form 10-Q incorporated by reference.

	Six
	Months
	Ended		Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
	October 28,		April 29		April 30,		April 25,		April 26,		April 27,
	2005		2005		2004		2003		2002		2001(1)
Ratio of earnings to fixed charges		20.4		32.5		37.1		36.4		17.3		43.3

(1)  On December 21, 2000, Medtronic acquired PercuSurge, Inc. This acquisition was accounted for under the pooling of interests method of accounting, and as a result, the ratios of earnings to fixed charges presented above include the effects of the merger.

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PRICE RANGE OF OUR COMMON STOCK

      Our common stock is traded on New York Stock Exchange, Inc. under the symbol “MDT.” Set forth below are the high and low sales prices for our common stock, as reported on The New York Stock Exchange, for the quarterly periods listed below.

	High		Low
Year Ending April 28, 2006
3rd Quarter (through December 2, 2005)	$	57.23	$	55.20
2nd Quarter		57.95		52.51
1st Quarter		54.41		51.12
Year Ended on April 29, 2005
4th Quarter	$	54.92	$	50.30
3rd Quarter		53.28		47.01
2nd Quarter		53.19		48.55
1st Quarter		51.25		46.40
Year Ended on April 30, 2004
4th Quarter	$	52.00	$	46.50
3rd Quarter		49.41		43.36
2nd Quarter		52.65		44.27
1st Quarter		50.64		46.45
Year Ended on April 25, 2003
4th Quarter	$	48.35	$	43.10
3rd Quarter		48.95		44.55
2nd Quarter		45.59		37.71
1st Quarter		47.45		33.74

DIVIDEND POLICY

      Dividends paid to shareholders totaled $232.5 million for the first six months of fiscal year 2006, and $404.9 million and $351.5 million in fiscal years 2005 and 2004, respectively. The regular quarterly dividend was 9.63 cents per share for the first two quarters of fiscal year 2006, 8.38 cents per share for fiscal year 2005 and 7.25 cents per share for fiscal year 2004. The payment of future dividends is subject to the discretion of our board of directors which will consider, among other factors, our operating results, overall financial condition and capital requirements, as well as general business conditions.

PLAN OF DISTRIBUTION

      Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for securities where such securities were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until January 6, 2007, all dealers effecting transactions in the New Notes may be required to deliver a prospectus.

      We will not receive any proceeds from any sale of New Notes by brokers-dealers. New Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the

14

writing of options on the New Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such New Notes may be deemed an “underwriter” within the meaning of the Securities Act and any profit of any such resale of New Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      For a period of one year after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the New Notes against certain liabilities, including liabilities under the Securities Act.

THE EXCHANGE OFFER

Original Issuance of the Outstanding Old Notes

      In connection with the issuance of the outstanding Old Notes pursuant to a purchase agreement dated September 12, 2005 by and between us and the initial purchasers, the initial purchasers and their respective assignees became entitled to the benefits of the registration rights agreement dated as of September 15, 2005 by and among us and the initial purchasers of the Old Notes.

      The registration rights agreement requires us to file the registration statement of which this prospectus is a part for a registered exchange offer relating to an issue of the New Notes identical in all material respects to the outstanding Old Notes for which they are exchangeable but containing no restrictive legend. Under the registration rights agreement, we are required to:

•  file the registration statement not later than December 15, 2005;

•  use our reasonable best efforts to cause the registration statement to be declared effective by the SEC not later than March 15, 2006;

•  promptly following the effectiveness of the registration statement, offer the New Notes in exchange for the outstanding Old Notes;

•  keep the exchange offer open for not less than 20 business days (or longer if required by applicable law) after the date of notice of the exchange offer is mailed to the holders of the outstanding Old Notes;

•  use our reasonable best efforts to consummate the exchange offer not later than 30 business days after the registration statement relating to the exchange offer becomes effective; and

•  deliver to each holder of record entitled to participate in the exchange offer as many copies of the prospectus forming part of the exchange registration statement, and any amendment or supplement thereto, as such persons may reasonably request.

Securities Subject to the Exchange Offer

      We are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange $2,000 principal amount of New Notes for each $2,000 principal amount of validly tendered and accepted Old Notes, and in integral multiples of $1,000 in excess

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of $2,000. We are offering to exchange all of the Old Notes. However, the exchange offer is subject to the conditions described in this prospectus and the accompanying letter of transmittal.

Deciding Whether to Participate in the Exchange Offer

      Neither our directors nor officers make any recommendation to the holders of Old Notes as to whether or not to tender all or any portion of your Old Notes. In addition, we have not authorized anyone to make any such recommendation. You should make your own decision whether to tender your Old Notes and, if so, the amount of Old Notes to tender.

Conditions to the Exchange Offer

      Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange any Old Notes tendered, and we may terminate or amend this offer if the registration statement and any post-effective amendment to the registration statement covering the New Notes is not effective under the Securities Act or if any of the following conditions to the exchange offer are not satisfied, or are reasonably determined by us not to be satisfied, and, in our reasonable judgment and regardless of the circumstances giving rise to the failure of the condition, the failure of the condition makes it inadvisable to proceed with the offer or with the acceptance for exchange or exchange and issuance of the New Notes:

(i) No action or event shall have occurred, failed to occur or been threatened, no action shall have been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction shall have been promulgated, enacted, entered, enforced or deemed applicable to the exchange offer, by or before any court or governmental, regulatory or administrative agency, authority or tribunal, which either:

•  challenges the making of the exchange offer or the exchange of Old Notes under the exchange offer or might, directly or indirectly, prohibit, prevent, restrict or delay consummation of, or might otherwise adversely affect in any material manner, the exchange offer or the exchange of Old Notes under the exchange offer, or

•  in our reasonable judgment, could materially adversely affect our business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects or would be material to holders of Old Notes in deciding whether to accept the exchange offer.

(ii)	(a) Trading generally shall not have been suspended or materially limited on or by, as the case may be, either of The New York Stock Exchange or the Nasdaq National Market; (b) there shall not have been any suspension or limitation of trading of any of our securities on any exchange or in the over-the-counter market; (c) no general banking moratorium shall have been declared by federal or New York authorities; or (d) there shall not have occurred any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if the effect of any such outbreak, escalation, declaration, calamity or emergency has a reasonable likelihood to make it impractical or inadvisable to proceed with completion of the exchange offer.
(iii)	The trustee with respect to the Old Notes shall not have objected in any respect to, or taken any action that could in our reasonable judgment adversely affect the consummation of the exchange offer, the exchange of Old Notes under the exchange offer, nor shall the trustee or any holder of Old Notes have taken any action that challenges the validity or effectiveness of the procedures used by us in making the exchange offer or the exchange of the Old Notes under the exchange offer.
(iv)	The registration statement and any post-effective amendment to the registration statement covering the New Notes is effective under the Securities Act.

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      All of the foregoing enumerated conditions are for the sole benefit of us and may be waived by us, in whole or in part, in our sole reasonable discretion. Any determination that we make concerning an event, development or circumstance described or referred to above shall be conclusive and binding.

      If any of the foregoing conditions are not satisfied, we may, at any time before the expiration of the exchange offer:

(a)	terminate the exchange offer and return all tendered Old Notes to the holders thereof;
(b)	modify, extend or otherwise amend the exchange offer and retain all tendered Old Notes until the expiration date, as may be extended, subject, however, to the withdrawal rights of holders (see “— Expiration Date; Extensions; Amendments”, “— Proper Execution and Delivery of Letter of Transmittal” and “— Withdrawal of Tenders” below); or
(c)	waive the unsatisfied conditions and accept all Old Notes tendered and not previously withdrawn.

      Except for the requirements of applicable United States federal and state securities laws, we know of no federal or state regulatory requirements to be complied with or approvals to be obtained by us in connection with the exchange offer which, if not complied with or obtained, would have a material adverse effect on us or the exchange offer. In the event that we make material changes to the exchange offer, we may be required to file a post-effective amendment to the registration statement.

Expiration Date; Extensions; Amendments

      For purposes of the exchange offer, the term “expiration date” shall mean midnight, New York City time, on January 6, 2006, subject to our right to extend such date and time for the exchange offer in our sole discretion, in which case, the expiration date shall mean the latest date and time to which the exchange offer is extended.

      We reserve the right, in our sole discretion, to (1) extend the exchange offer, (2) terminate the exchange offer upon failure to satisfy any of the conditions listed above or (3) amend the exchange offer, by giving oral (promptly confirmed in writing) or written notice of such delay, extension, termination or amendment to the exchange agent. Any such extension, termination or amendment will be followed promptly by a public announcement thereof which, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We will have no other obligation to publish, advertise or otherwise communicate any such public announcement other than by making a timely release to any appropriate news agency, including Bloomberg Business News and the Dow Jones News Service.

      If we consider an amendment to the exchange offer to be material, or if we waive a material condition of the exchange offer, we will promptly disclose the amendment or waiver in a prospectus supplement, and if required by law, we will extend the exchange offer for a period of no less than five business days, although the period may be as long as 20 business days. Any change in the consideration offered to holders of Old Notes in the exchange offer shall be paid to all holders whose Old Notes have previously been tendered pursuant to the exchange offer.

Effect of Tender

      Any valid tender by a holder of Old Notes that is not validly withdrawn prior to the expiration date of the exchange offer will constitute a binding agreement between that holder and us upon the terms and subject to the conditions of the exchange offer set forth in this prospectus and the accompanying letter of transmittal. The acceptance of the exchange offer by a tendering holder of Old Notes will constitute the agreement by that holder to deliver good and marketable title to the tendered Old Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind.

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Absence of Dissenters’ Rights

      Holders of Old Notes do not have any appraisal or dissenters’ rights under applicable law in connection with the exchange offer.

Acceptance of Old Notes for Exchange

      The New Notes will be delivered in book-entry form on the settlement date which we anticipate will be promptly following the expiration date of the exchange offer, after giving effect to any extensions.

      We will be deemed to have accepted validly tendered Old Notes when, and if, we have given oral (promptly confirmed in writing) or written notice thereof to the exchange agent. Subject to the terms and conditions of the exchange offer, the issuance of New Notes will be recorded in book-entry form by the exchange agent on the exchange date upon receipt of such notice. The exchange agent will act as agent for tendering holders of the Old Notes for the purpose of receiving book-entry transfers of Old Notes in the exchange agent’s account at DTC. If any validly tendered Old Notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, including if Old Notes are validly withdrawn, such withdrawn Old Notes will be returned without expense to the tendering holder or such Old Notes will be credited to an account maintained at DTC designated by the DTC participant who so delivered such Old Notes, in either case, promptly after the expiration or termination of the exchange offer.

Procedures for Exchange

      If you hold Old Notes that you wish to exchange for New Notes, you must validly tender, or cause the valid tender of, your Old Notes using the procedures described in this prospectus and in the accompanying letter of transmittal.

      Only registered holders of Old Notes are authorized to tender the Old Notes. The procedures by which you may tender or cause to be tendered Old Notes will depend upon the manner in which the Old Notes are held, as described below.

Tender of Old Notes Held Through a Nominee

      If you are a beneficial owner of Old Notes that are held through a custodian bank, depositary, broker, trust company or other nominee, and you wish to tender Old Notes in the exchange offer, you should contact your nominee promptly and instruct it to tender the Old Notes on your behalf using one of the procedures described below.

Tender of Old Notes Through DTC

      Pursuant to authority granted by DTC, if you are a DTC participant that has Old Notes credited to your DTC account and thereby held of record by DTC’s nominee, you may directly tender your Old Notes as if you were the record holder. Because of this, references herein to registered or record holders include DTC participants with Old Notes credited to their accounts. If you are not a DTC participant, you may tender your Old Notes by book-entry transfer by contacting your broker or opening an account with a DTC participant. Within two business days after the date of this prospectus, the exchange agent will establish accounts with respect to the Old Notes at DTC for purposes of the exchange offer.

      Any DTC participant may tender Old Notes by:

(a) effecting a book-entry transfer of the Old Notes to be tendered in the exchange offer into the account of the exchange agent at DTC by electronically transmitting its acceptance of the exchange offer through DTC’s Automated Tender Offer Program, or ATOP, procedures for transfer; if ATOP procedures are followed, DTC will then verify the acceptance, execute a book-entry delivery to the exchange agent’s account at DTC and send an agent’s message to the exchange agent. An “agent’s message” is a message, transmitted by DTC to and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has

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received an express acknowledgment from a DTC participant tendering Old Notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce the agreement against the participant. DTC participants following this procedure should allow sufficient time for completion of the ATOP procedures prior to the expiration date of the exchange offer; or

(b)

completing and signing the letter of transmittal according to the instructions and delivering it, together with any signature guarantees and other required documents, to the exchange agent at its address on the back cover page of this prospectus.

      With respect to option (a) above, the exchange agent and DTC have confirmed that the exchange offer is eligible for ATOP.

      The letter of transmittal (or facsimile thereof), with any required signature guarantees and other required documents, or (in the case of book-entry transfer) an agent’s message in lieu of the letter of transmittal, must be transmitted to and received by the exchange agent prior to the expiration date of the exchange offer at one of its addresses set forth on the back cover page of this prospectus. Delivery of such documents to DTC does not constitute delivery to the exchange agent.

Letter of Transmittal

      Subject to and effective upon the acceptance for exchange and exchange of New Notes for Old Notes tendered by a letter of transmittal, by executing and delivering a letter of transmittal (or agreeing to the terms of a letter of transmittal pursuant to an agent’s message), a tendering holder of Old Notes:

•  irrevocably sells, assigns and transfers to or upon the order of Medtronic all right, title and interest in and to, and all claims in respect of or arising or having arisen as a result of the holder’s status as a holder of, the Old Notes tendered thereby;

•  waives any and all rights with respect to the Old Notes;

•  releases and discharges us, and the trustee with respect to the Old Notes, from any and all claims such holder may have, now or in the future, arising out of or related to the Old Notes, including, without limitation, any claims that such holder is entitled to participate in any redemption of the Old Notes;

•  represents and warrants that the Old Notes tendered were owned as of the date of tender, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, other than restrictions imposed by applicable securities laws;

•  designates an account number of a DTC participant to which the New Notes are to be credited; and

•  irrevocably appoints the exchange agent the true and lawful agent and attorney-in-fact of the holder with respect to any tendered Old Notes, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to cause the Old Notes tendered to be assigned, transferred and exchanged in the exchange offer.

Proper Execution and Delivery of Letter of Transmittal

      If you wish to participate in the exchange offer, delivery of your Old Notes, signature guarantees and other required documents is your responsibility. Delivery is not complete until the required items are actually received by the exchange agent. If you mail these items, we recommend that you (1) use registered mail with return receipt requested, properly insured, and (2) mail the required items sufficiently in advance of the expiration date with respect to the exchange offer to allow sufficient time to ensure timely delivery.

      Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a

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commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless the Old Notes tendered pursuant thereto are tendered:

•  by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•  for the account of an Eligible Guarantor Institution.

Withdrawal of Tenders

      Tenders of Old Notes in connection with the exchange offer may be withdrawn at any time prior to the expiration date of the exchange offer, as such date may be extended. Tenders of Old Notes may not be withdrawn at any time after such date and, if not accepted for payment, after the expiration of 40 business days from the commencement of the exchange offer.

      Beneficial owners desiring to withdraw Old Notes previously tendered should contact the DTC participant through which such beneficial owners hold their Old Notes. In order to withdraw Old Notes previously tendered, a DTC participant may, prior to the expiration date of the exchange offer, withdraw its instruction previously transmitted through ATOP by (1) withdrawing its acceptance through ATOP or (2) delivering to the exchange agent by mail, hand delivery or facsimile transmission, notice of withdrawal of such instruction. The notice of withdrawal must contain the name and number of the DTC participant. The method of notification is at the risk and election of the beneficial owner and must be timely received by the exchange agent. Withdrawal of a prior instruction will be effective upon receipt of the notice of withdrawal by the exchange agent. A withdrawal of an instruction must be executed by a DTC participant in the same manner as such DTC participant’s name appears on its transmission through ATOP to which such withdrawal relates. A DTC participant may withdraw a tender only if such withdrawal complies with the provisions described in this paragraph.

      A written or facsimile transmission notice of withdrawal may also be received by the exchange agent at its address set forth on the back cover of this document. The withdrawal notice must:

•  specify the name of the person who tendered the Old Notes to be withdrawn;

•  contain a description of the Old Notes to be withdrawn, the certificate numbers shown on the particular certificates evidencing such Old Notes (unless such Old Notes were tendered by book-entry delivery), and the aggregate principal amount represented by such Old Notes; and

•  be signed by the holder of such Old Notes in the same manner as the original signature on the letter of transmittal (including any required signature guarantees) or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of the Old Notes.

      Withdrawals of tenders of Old Notes may not be rescinded and any Old Notes withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer. Properly withdrawn Old Notes, however, may be retendered by following the procedures described above at any time prior to the expiration date of the exchange offer.

      All questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal will be determined by us, in our sole discretion (whose determination shall be final and binding). Neither we, the exchange agent, the trustee nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

Miscellaneous

      All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes in connection with the exchange offer will be determined by us, in

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our sole discretion, and our determination will be final and binding. We reserve the absolute right to reject any and all tenders not in proper form or the acceptance for exchange of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Old Notes in the exchange offer, and the interpretation by us of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties, provided that we will not waive any condition to the offer with respect to an individual holder of Old Notes unless we waive that condition for all such holders. Neither we, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

      Tenders of Old Notes involving any irregularities will not be deemed to have been made until such irregularities have been cured or waived. Old Notes received by the exchange agent in connection with the exchange offer that are not validly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the DTC participant who delivered such Old Notes by crediting an account maintained at DTC designated by such DTC participant promptly after the expiration date of the exchange offer or the withdrawal or termination of the exchange offer.

      Each broker-dealer that receives New Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-marking activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. See “Plan of Distribution.”

Transfer Taxes

      We will pay all transfer taxes, if any, applicable to the transfer and exchange of Old Notes to us in the exchange offer. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. Other reasons transfer taxes could be imposed include:

•  if New Notes in book-entry form are to be registered in the name of any person other than the person signing the letter of transmittal; or

•  if tendered Old Notes are registered in the name of any person other than the person signing the letter of transmittal.

      If satisfactory evidence of payment of or exemption from those transfer taxes is not submitted with the letter of transmittal, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payments due with respect to the Old Notes tendered by such holder.

Exchange Agent

      Wells Fargo Bank, National Association has been appointed the exchange agent for the exchange offer. Letters of transmittal and all correspondence in connection with the exchange offer should be sent or delivered by each holder of Old Notes, or a beneficial owner’s custodian bank, depositary, broker, trust company or other nominee, to the exchange agent at the address set forth on the back cover page of this prospectus. We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable, out-of-pocket expenses in connection therewith.

Other Fees and Expenses

      Tendering holders of Old Notes will not be required to pay any expenses of soliciting tenders in the exchange offer. However, if a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, such holder may be required to pay brokerage fees or commissions.

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      The principal solicitation is being made by mail. However, additional solicitations may be made by telegraph, facsimile transmission, telephone or in person by the exchange agent, as well as by our officers and other employees.

      The expenses of soliciting tenders of Old Notes will be borne by us. The total expense expected to be incurred by us in connection with the exchange offer is estimated to be approximately $252,000 assuming all Old Notes are tendered in the exchange offer.

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DESCRIPTION OF THE NEW NOTES

      Each series of New Notes offered hereby will each be issued under an indenture which was executed in connection with the sale of the Old Notes by and between us and Wells Fargo Bank, National Association as trustee. The following description is only a summary of the material provisions of the New Notes and the indenture. We urge you to read the indenture and the New Notes in their entirety because they, and not this description, define your rights as holders of the New Notes. You may request copies of these documents from us at our address shown under the caption “Where You Can Find More Information.” The indenture is qualified under the Trust Indenture Act of 1939, as amended (TIA) The definitions of certain capitalized terms used in the following summary are set forth below under “— Certain Definitions.” Certain defined terms used in this description, but not defined below under “— Certain Definitions” have the meanings ascribed to them in the indenture. For purposes of this section, references to “we” and the “us” include only Medtronic, Inc. and not its subsidiaries.

      The New Notes will initially be issued in the following series and, as to each such series with the following initial aggregate principal amounts:

	Principal
Series	Amount
4.375% Senior Notes, Series B due September 15, 2010	$	400,000,000
4.750% Senior Notes, Series B due September 15, 2015	$	600,000,000

      We may issue additional notes of any series, including any of the series listed above, in an unlimited aggregate principal amount at any time and from time to time under the Indenture.

      The New Notes will be issued in fully registered form only, without coupons, in minimum denominations of $2,000 and additional incremental multiples of $1,000 in excess of $2,000. The trustee will initially act as paying agent and registrar for the New Notes. The New Notes may be presented for registration of transfer and exchange at the offices of the registrar, which initially will be the trustee’s corporate trust office. We may change any paying agent and registrar without notice to holders of the New Notes and we may act as a paying agent or registrar. We will pay principal (and premium, if any) on the New Notes at the trustee’s corporate trust office in New York, New York. At our option, interest may be paid at the trustee’s corporate trust office or by check mailed to the registered address of the holder. Notwithstanding the foregoing, a registered holder of $5,000,000 or more in aggregate principal amount of New Notes having the same maturity will be entitled to receive payments of interest, other than interest due at maturity, by wire transfer of immediately available funds to an account at a bank located in New York City (or any other location consented to by us) if appropriate wire transfer instructions have been received by the paying agent in writing not less than 15 calendar days prior to the applicable interest payment date.

      Old Notes of a series that remain outstanding after the completion of this exchange offer together with New Notes of a series exchanged therefor in the exchange offer will be treated as a single class of securities under the indenture.

      Each series of New Notes will mature and bear interest as provided in the following table:

			Interest
Series	Maturity		Rate		Record Dates		Interest Payment Dates
2010 New Notes		September 15, 2010		4.375%		March 1 and September  1		March 15 and September  15
2015 New Notes		September 15, 2015		4.750%		March 1 and September  1		March 15 and September  15

Interest Provisions Relating to the New Notes

      Interest on each series of New Notes will accrue at the rate set forth for such series in the table above, payable semiannually in arrears commencing on March 15, 2006. We will pay interest as to each series of New Notes to those persons who were holders of record of such series on the record date preceding each interest payment date.

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      Interest on each series of New Notes will accrue from the date of original issuance of the Old Notes or, if interest has already been paid, from the date it was most recently paid as to such series, and will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Optional Redemption

      We may, at our option, redeem any series of New Notes in whole at any time or in part from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of the New Notes to be redeemed, and (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the New Notes to be redeemed (not including any portion of those payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate plus 10 basis points for the 4.375% Senior Notes, Series B due 2010 and 15 basis points for the 4.750% Senior Notes, Series B due 2015, as the case may be, plus, in each case, accrued interest to the redemption date.

      “adjusted treasury rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for that redemption date.

      “comparable treasury issue” means the U.S. treasury security selected by the quotation agent as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of those notes.

      “comparable treasury price” means, with respect to any redemption date, (1) the average of the reference treasury dealing quotations for that redemption date, after excluding the highest and lowest reference treasury dealer quotations, (2) if the trustee obtains fewer than three referenced treasury dealer quotations, the average of all reference treasury dealer quotations so received or (3) if only one reference treasury dealer quotation is received, such quotation.

      “quotation agent” means the reference treasury dealer appointed by us.

      “reference treasury dealer” means (1) each of Citigroup Global Markets Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City, we shall substitute another primary treasury dealer and (2) any other primary treasury dealer selected by us.

      “reference treasury dealer quotations” means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by that reference treasury dealer at 5:00 p.m., New York City time, on the third business day preceding that redemption date.

      We will mail notice of any redemption at least 30 days, but not more than 60 days, before the redemption date to each holder of the New Notes to be redeemed. We will give notice of such redemption to the trustee at least 10 days prior to the date we mail the notice of redemption to each holder (or such shorter time as may be acceptable to the trustee). Unless we default in payment of the redemption price on the redemption date, on and after the redemption date, interest will cease to accrue on the New Notes or portions thereof called for redemption.

      If we do not redeem all of the New Notes, the trustee shall select the New Notes of the series to be redeemed in any manner that it deems fair and appropriate.

      Any notice of holders of New Notes of a redemption hereunder needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself. The actual

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redemption price, calculated as described above, must be set forth in an officers’ certificate of ours delivered to the trustee no later than two business days prior to the redemption date.

Further Issues

      We may from time to time, without the consent of the holders of the New Notes, issue additional senior debt securities, having the same ranking and the same interest rate, maturity and other terms as the New Notes of either series offered hereby except for the issue price and issue date and in some cases, the first interest payment date. Any such additional senior debt securities will, together with the then outstanding New Notes of such series, constitute a single class of New Notes under the indenture. No additional New Notes of a series may be issued if an event of default has occurred and is continuing with respect to such series of the New Notes.

Ranking

      The New Notes will be our unsecured unsubordinated obligations, and will rank on a parity in right of payment with all of our other unsecured and unsubordinated indebtedness for borrowed money. The New Notes are exclusively our obligations. Some of the our consolidated assets are held by our subsidiaries. The New Notes will be effectively subordinated to all existing and future indebtedness, trade payables, guarantees, lease obligations, letter of credit obligations and other obligations of our subsidiaries, to the extent of such subsidiaries’ assets.

Certain Covenants

      Limitations on Secured Debt. The indenture provides that we will not ourself, and will not permit any restricted subsidiary to, incur, issue, assume or guarantee any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (herein called “debt”), secured by a pledge of, or mortgage or other lien on, any principal property, now owned or hereafter owned by us or any restricted subsidiary, or any shares of stock or debt of any restricted subsidiary (herein called “liens”), without effectively providing that the notes (together with, if we shall so determine, any of our other debt or such restricted subsidiary then existing or thereafter created which is not subordinate to the notes) shall be secured equally and ratably with (or prior to) such secured debt so long as such secured debt shall be so secured. The foregoing restrictions do not apply, however, to:

(a)	liens on any principal property acquired (whether by merger, consolidation, purchase, lease or otherwise), constructed or improved by us or any restricted subsidiary after the date of the indenture which are created or assumed prior to, contemporaneously with, or within 360 days after, such acquisition, construction or improvement, to secure or provide for the payment of all or any part of the cost of such acquisition, construction or improvement (including related expenditures capitalized for Federal income tax purposes in connection therewith) incurred after the date of the indenture;
(b)	liens on any property, shares of capital stock or debt existing at the time of acquisition thereof, whether by merger, consolidation, purchase, lease or otherwise (including liens on property, shares of capital stock or indebtedness of a corporation existing at the time such corporation becomes a restricted subsidiary);
(c)	liens in favor of, or which secure debt owing to us or any restricted subsidiary;
(d)	liens in favor of the U.S. or any state thereof, or any department, agency, or instrumentality or political subdivision thereof, or political entity affiliated therewith, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments, or other obligations, pursuant to any contract or statute, or to secure any debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such liens (including liens incurred in connection with pollution control, industrial revenue or similar financings);

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(e)	liens imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other similar liens arising in the ordinary course of business, or governmental (federal, state or municipal) liens arising out of contracts for the sale of products or services by us or any restricted subsidiary, or deposits or pledges to obtain the release of any of the foregoing;
(f)	pledges or deposits under workmen’s compensation, unemployment insurance, or similar legislation and liens of judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of money) or leases to which we or any restricted subsidiary is a party, or deposits to secure public or statutory obligations of us or any restricted subsidiary, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the U.S. to secure surety, appeal or customs bonds to which we or any restricted subsidiary is a party, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings;
(g)	liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including liens arising out of judgments or awards against us or any restricted subsidiary with respect to which we or such restricted subsidiary is in good faith prosecuting an appeal or proceedings for review; or liens incurred by us or any restricted subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which we or such restricted subsidiary are a party;
(h)	liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings;
(i)	liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords’ liens and other similar liens and encumbrances none of which interfere materially with the use of the property covered thereby in the ordinary course of our business or such restricted subsidiary and which do not, in our opinion, materially detract from the value of such properties;
(j)	liens existing on the first date on which the New Notes are authenticated;
(k)	liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by us in excess of those set forth by regulations promulgated by the Federal Reserve Board and (ii) such deposit account is not intended to provide collateral to the depository institution; or
(l)	any extension, renewal or replacement (or successive extensions, removals or replacements) as a whole or in part, of any lien referred to in the foregoing clauses (a) to (k), inclusive; provided that (i) such extension, renewal or replacement lien shall be limited to all or a part of the same property, shares of stock or debt that secured the lien extended, renewed or replaced (plus improvements on such property) and (ii) the debt secured by such lien at such time is not increased.

      Notwithstanding the restrictions described above, we or any restricted subsidiary may incur, issue, assume or guarantee debt secured by liens without equally and ratably securing the New Notes, provided that at the time of such incurrence, issuance, assumption or guarantee, after giving effect thereto and to the retirement of any debt which is concurrently being retired, the aggregate amount of all outstanding debt secured by liens which could not have been incurred, issued, assumed or guaranteed by the us or a restricted subsidiary without equally and ratably securing the New Notes of each series then outstanding except for the provisions of this paragraph, together with the aggregate amount of attributable debt

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incurred pursuant to the second paragraph under the caption “— Limitations on Sale and Leaseback Transactions” below, does not at such time exceed 20% of our consolidated net tangible assets.

      Notwithstanding the foregoing, any lien securing the New Notes granted pursuant to this covenant shall be automatically and unconditionally released and discharged upon the release by all holders of the debt secured by a lien giving rise to the lien securing the New Notes (including any deemed release upon payment in full of all obligations under such debt) or, with respect to any particular principal property or capital stock of any particular restricted subsidiary securing the New Notes, upon any sale, exchange or transfer to any person not an affiliate of us of such principal property or capital stock.

      Limitations on Sale and Leaseback Transactions. Sale and leaseback transactions by us or any restricted subsidiary involving a principal property are prohibited unless either (a) we or such restricted subsidiary would be entitled, without equally and ratably securing the New Notes, to incur debt secured by a lien on such property, pursuant to the provisions described in clauses (a) through (l) above under “— Limitations on Secured Debt”; or (b) we, within 360 days after such transaction, applies an amount not less than the net proceeds of the sale of the principal property leased pursuant to such arrangement to (x) the retirement of its funded debt; provided that the amount to be applied to the retirement of our funded debt shall be reduced by (i) the principal amount of any securities delivered within 360 days after such sale to the trustee for retirement and cancellation, and (ii) the principal amount of funded debt, other than securities, voluntarily retired by us within 360 days after such sale or (y) the purchase, construction or development of other property, facilities or equipment used or useful in the our or our restricted subsidiaries’ business. Notwithstanding the foregoing, no retirement referred to in clause (b) of this paragraph may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or mandatory prepayment provision. This restriction will not apply to a sale and leaseback transaction between us and a restricted subsidiary or between restricted subsidiaries or involving the taking back of a lease for a period of less than three years.

      Notwithstanding the restrictions described above, we or any restricted subsidiary may enter into a sale and leaseback transaction, provided that at the time of such transaction, after giving effect thereto and to the retirement of any funded debt which is concurrently being retired, the aggregate amount of all attributable debt in respect of sale and leaseback transactions existing at such time (other than sale and leaseback transactions permitted as described in the preceding paragraph), together with the aggregate amount of all outstanding debt incurred pursuant to the second paragraph under the caption “— Limitations on Secured Debt” above, does not at such time exceed 20% of our consolidated net tangible assets.

      Existence. Except as permitted under “— Consolidation, Merger and Sale of Assets,” the indenture requires us to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights and franchises; provided, however, that the we shall not be required to preserve any right or franchise if we determine that their preservation is no longer desirable in the conduct of business.

Certain Definitions

      “attributable debt” in respect of any sale and leaseback transaction means, at the date of determination, the present value (discounted at the rate of interest implicit in the terms of the lease) of the obligation of the lessee for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended). “net rental payments” under any lease for any period means the sum of the rental and other payments required to be paid in such period by the lessee thereunder, excluding any amounts required to be paid by such lessee (whether or not designated as rental or additional rental payments) on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges.

      “consolidated net tangible assets” means, at the date of determination, the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (a) all current

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liabilities (excluding any indebtedness for money borrowed having a maturity of less than 12 months from the date of our then most recent consolidated balance sheet publicly available but which by its terms is renewable or extendible beyond 12 months from such date at the option of the borrower) and (b) all goodwill, trade names, patents, unamortized debt discount and expense and any other like intangibles, all as set forth on our then most recent consolidated balance sheet publicly available and computed in accordance with generally accepted accounting principles.

      “funded debt” means debt which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than 12 months after the date of the creation of such debt.

      “principal property” means any plant, office facility, warehouse, distribution center or equipment located within the U.S. (other than its territories or possessions) and owned by us or any subsidiary, the gross book value (without deduction of any depreciation reserves) of which on the date as of which the determination is being made exceeds 1% of consolidated net tangible assets, except any such property which our board of directors, in its good faith opinion, determines is not of material importance to the business conducted by us and our subsidiaries, taken as a whole, as evidenced by a board resolution.

      “restricted subsidiary” means any of our subsidiaries which owns or leases a principal property.

Events of Default

      The following events are defined in the indenture as “events of default” with respect to each series of the New Notes: (1) failure to pay any interest on the New Notes of that series when due and payable, continued for 30 days; (2) failure to pay principal of or any premium on the New Notes of that series at its maturity; (3) failure to perform or breach of any other covenant or warranty of ours in the indenture applicable to such series, continued for 60 days after written notice as provided in the indenture; (4) failure to pay when due at maturity or a default that results in the acceleration of maturity of any indebtedness for borrowed money of ours or the restricted subsidiaries in an aggregate amount of $500 million or more; and (5) certain events in bankruptcy, insolvency or reorganization involving us.

      If an event of default occurs and is continuing, then either the trustee or the holders of at least 25% of the outstanding principal amount of the New Notes of each affected series by notice as provided in the indenture may declare the principal amount of all of the New Notes of such series to be due and payable immediately. At any time after a declaration of acceleration with respect to the New Notes of any of the series has been made, but before a judgment or decree for payment of money has been obtained by the trustee, the holders of a majority in aggregate principal amount of the outstanding principal amount of the New Notes of each affected series may, under certain circumstances, rescind and annul such acceleration.

      The indenture provides that, subject to the duty of the trustee during default to act with the required standard of care, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless such holders shall have offered to the trustee indemnity reasonably satisfactory to it. Subject to such provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the outstanding New Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the New Notes.

      We are required to furnish to the trustee annually a statement as to our performance by of certain of our obligations under the indenture and as to any default in such performance.

Modification And Waiver

      Modifications and amendments of the indenture may be made by us and the trustee with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding New Notes of each series affected by the modification or waiver; provided, however, that no such modification or amendment may, without the consent of the holder of each New Note affected thereby, change the stated maturity of the principal of, or any installment of principal of or interest on, any New Note, reduce the principal amount of, or premium or interest on, any New Note, change the place of payment where coin

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or currency in which the principal of, or any premium or interest on, any New Note is payable, impair the right to institute suit for the enforcement of any payment on or with respect to any New Note, reduce the percentage in principal amount of outstanding New Notes, the consent of the holders of which is required for modification or amendment of the indenture or for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults or modify any of the above provisions.

      The holders of not less than a majority in aggregate principal amount of the outstanding New Notes of each series may, on behalf of the holders of all New Notes of that series, waive our compliance with certain restrictive provisions of the indenture. The holders of not less than a majority in aggregate principal amount of the outstanding New Notes of each series may, on behalf of the holders of all New Notes of such series, waive any past default under the Indenture, except a default (1) in the payment of principal of, or any premium or interest on, any New Note or (2) in respect of a covenant or provision of the indenture which cannot be modified or without the consent of the holder of each New Note of the affected series.

      Modifications and amendments of the indenture may be made by us and the trustee without the consent of any holders for any of the following purposes: (1) to evidence the succession of another person to us and the assumption by any such successor of our covenants herein and in the securities, (2) to add to our covenants for the benefit of the holders or to surrender any right or power herein conferred upon us, (3) to add any additional events of default, (4) to secure the securities, (5) to evidence and provide for the acceptance of appointment hereunder by a successor trustee hereunder, (6) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under the indenture (including as to any particular series of New Notes, to conform the terms of such series to the provisions of the description of such series set forth in any final offering memorandum or final prospectus relating to the initial issuance of such series to the extent that such description provisions are intended to be a verbatim recitation of terms applicable to the series), provided such action shall not adversely affect the interests of the holders in any material respect, (7) to comply with the requirements of the SEC in order to effect or maintain the qualifications of this indenture under the TIA, (8) to provide for uncertificated Securities in addition to or in place of certificated securities, (9) to provide for the issuance and establish the forms and terms and conditions of securities of any series as permitted by the indenture or (10) to comply with the rules of any applicable securities depositary.

Consolidation, Merger and Sale of Assets

      We, without the consent of the holders of any of the outstanding New Notes, may consolidate or merge with or into, or convey, transfer or lease its properties and assets substantially as an entirety to any person which is a corporation, partnership, limited liability company or trust organized and validly existing under the laws of any domestic jurisdiction, provided that (1) any successor person assumes by supplemental indenture our obligations on the New Notes and under the indenture, (2) after giving effect to the transaction no event of default, and no event which, after notice or lapse of time, would become an event of default, shall have occurred and be continuing under the indenture, (3) as a result of such transaction our properties or assets are not subject to any encumbrance which would not be permitted under the indenture and (4) we shall have delivered an officers’ certificate and an opinion of counsel, each stating that such transaction or supplemental indenture complies with the indenture.

Defeasance Provisions

      Defeasance and Discharge. The indenture provides that we will be discharged from any and all obligations in respect of the New Notes of any of the series (except for certain obligations to register the transfer or exchange of New Notes, to replace stolen, lost or mutilated notes of that series, to maintain paying agencies and to hold moneys for payment in trust) upon the deposit with the trustee, in trust, of money, U.S. government obligations, or a combination thereof, which through the payment of interest and principal thereof in accordance with their terms will provide money in an amount sufficient to pay any installment of principal of (and premium, if any) and interest on the stated maturity of such payments in

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accordance with the terms of the indenture and the New Notes of such series. Such discharge may only occur if there has been a change in applicable Federal law or we have received from, or there has been published by, the U.S. Internal Revenue Service a ruling to the effect that such a discharge will not be deemed, or result in, a taxable event with respect to holders of the New Notes of such series. The term U.S. government obligations is defined to mean direct obligations of the U.S., backed by its full faith and credit.

      Defeasance of Certain Covenants and Events of Default. We may omit to comply with the restrictive covenants described in “— Restrictive Covenants — Limitations on Secured Debt” and “— Restrictive Covenants — Limitations on Sale and Leaseback Transactions” and the omission with respect thereof shall not be an event of default. To exercise such option, we must deposit with the trustee money, U.S. government obligations or a combination thereof, which through the payment of interest and principal thereof in accordance with their terms will provide money in an amount sufficient to pay any installment of principal of (and premium, if any) and interest on the stated maturity of such payments in accordance with the terms of the indenture and the New Notes of that series. We will also be required to deliver to the trustee an opinion of counsel to the effect that the deposit and related covenant defeasance will not cause the holders of the New Notes of that series to recognize income, gain or loss for Federal income tax purposes.

      Defeasance and Events of Default. In the event we exercise our option to omit compliance with certain covenants of the indenture and the New Notes are declared due and payable because of the occurrence of an event of default, the amount of money and U.S. government obligations on deposit with the trustee will be sufficient to pay amounts due on the New Notes at the time of their stated maturity, but may not be sufficient to pay amounts due on the New Notes at the time of the acceleration resulting from such event of default. However, we shall remain liable for such payments.

Governing Law

      The indenture and the New Notes will be governed by and construed in accordance with the internal laws of the State of New York.

Book-Entry; Delivery and Form

      We will issue the New Notes only in fully registered form, without interest coupons. We will not issue New Notes in bearer form. Except as described below, the New Notes will be deposited with, or on behalf of DTC, New York, New York, as depository, and registered in the name of Cede & Co., as DTC’s nominee, in the form of one or more global note certificates.

      Ownership of beneficial interests in a global certificate will be limited to persons who have accounts with DTC participants or persons who hold interests through participants. Ownership of beneficial interests in the global certificates will be shown on, and the transfer of these ownership interests will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).

      So long as DTC, or its nominee, is the registered owner or holder of a global certificate, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the New Notes represented by such global certificate for all purposes under the indenture and the New Notes. In addition, no beneficial owner of an interest in a global certificate will be able to transfer that interest except in accordance with DTC’s applicable procedures (in addition to those under the Indenture referred to herein).

      Payments on global certificates will be made to DTC, or its nominee, as the registered owner thereof. Neither us, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global certificates or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

      We expect that DTC, or its nominee, upon receipt of any payment in respect of a global certificate representing any New Notes held by it or its nominee, will immediately credit participants’ accounts with

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payments in amounts proportionate to their respective beneficial interests in the principal amount of such global certificate for such notes as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in such global certificate held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.

      Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules. The laws of some states require that certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer beneficial interests in a global certificate to such persons may be limited. Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants (defined below) and certain banks, the ability of a person having a beneficial interest in a global certificate to pledge such interest to persons or entities that do not participate in the DTC system or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate of such interest.

      We believe that it is the policy of DTC that it will take any action permitted to be taken by a holder of New Notes only at the direction of one or more participants to whose account interests in the global certificates are credited and only in respect of such portion of the aggregate principal amount of the New Notes as to which such participant or participants has or have given such direction.

      The indenture provides that a global certificate will be exchangeable for New Notes in certificated form if (i) the depository notifies us that it is unwilling or unable to continue as depository or the depository ceases to be a “clearing agency” registered under the exchange act and, in each case, a successor depository is not appointed by us within 90 days of such notice or such cessation, as the case may be, (ii) we determine that the New Notes shall no longer be represented by a global certificate and executes and delivers to the trustee a company order that the global certificate shall be exchangeable or (iii) there shall have occurred and be continuing an event of default, or event which, with notice or lapse of time or both, would constitute an event of default, with respect to any New Notes represented by the global certificate. In addition, in accordance with the provisions of the indenture and subject to certain limitations therein set forth, a beneficial owner of a beneficial interest in a global certificate may request a New Note in certificated form, in exchange in whole or in part, as the case may be, for such beneficial owner’s interest in the global certificate. In any such instance, an owner of a beneficial interest in a global certificate will be entitled to physical delivery in certificated form of New Notes in authorized denominations equal in principal amount to such beneficial interest and to have such New Notes registered in its name. These certificates will bear the restrictive legend referred to in “Notice to Investors” unless that legend is not required by applicable law.

      DTC has advised us as follows: DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC and facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant or indirect participant, including Euroclear Bank S.A./N.C. and Clearstream Banking, S.A. The rules applicable to DTC and its participants are on file with the Commission.

      Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the global certificates among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither us nor the trustee

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will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

      In case any New Note shall become mutilated, defaced, destroyed, lost or stolen, we will execute and, upon our request, the trustee will authenticate and deliver a replacement New Note, of like tenor and equal principal amount in exchange and substitution for such New Note (upon surrender and cancellation thereof) or in lieu of and substitution for such New Note. In case such note is destroyed, lost or stolen, the applicant for a substituted New Note shall furnish to us and the trustee such security or indemnity as may be required by them to hold each of them harmless, and, in every case of destruction, loss or theft of such New Note, the applicant shall also furnish to the us or the trustee satisfactory evidence of the destruction, loss or theft of such New Note and of the ownership thereof. Upon the issuance of any substituted New Note, we may require the payment by the registered holder thereof of a sum sufficient to cover fees and expenses connected therewith.

Regarding the Trustee

      The TIA contains limitations on the rights of the trustee, should it become our creditor, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The trustee is permitted to engage in other transactions with the us and our subsidiaries from time to time, provided that if the trustee acquires any conflicting interest it must eliminate such conflict upon the occurrence of an event of default, or else resign.

Calculations in Respect of New Notes

      We or our agents will be responsible for making all calculations called for under the New Notes. These calculations include, but are not limited to, determination of the market price of the New Notes and amounts of interest on the New Notes. We or our agents will make all of these calculations in good faith and, absent manifest error, our and their calculations will be final and binding on holders of New Notes. We or our agents will provide a schedule of these calculations to the trustee, and the trustee is entitled to conclusively rely upon the accuracy of these calculations without independent verification.

DESCRIPTION OF CAPITAL STOCK

General

      The following description of our capital stock is subject to our articles of incorporation and bylaws, and the provisions of applicable Minnesota law.

Authorized Capital Stock

      The articles provide authority to issue up to 1,602,500,000 shares of stock of all classes, of which 1,600,000,000 are shares of common stock, $0.10 par value per share, and 2,500,000 are shares of preferred stock, $1.00 par value per share.

Common Stock

      Under our articles, holders of our common stock are entitled to one vote per share on all matters submitted to a vote of the shareholders. Our bylaws provide that, except as specifically required otherwise under our articles or bylaws or Minnesota law, all matters submitted to the shareholders are decided by a majority vote of the shares entitled to vote and represented at a meeting at which there is a quorum, except for election of directors which will be decided by a plurality vote.

      Under our articles, holders of our stock are expressly denied preemptive rights and cumulative voting rights.

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Preferred Stock

      We have 2,500,000 authorized but unissued shares of preferred stock, par value $1.00 per share. Our articles provide that whenever the holders of a class or series of preferred stock have the right to elect any directors, the election, term and other features of such directorships shall be governed by the terms set forth in the resolution of our board of directors designating the rights and preferences of such class or series of preferred stock, and any directors elected by the holders of preferred stock shall not be divided into classes unless provision is expressly made for such classification by the terms of such preferred stock. Shares of our preferred stock could be issued that would have the right to elect directors, either separately or together with the our common stock, with such directors either divided or not divided into classes. Under certain circumstances such our preferred stock could be used to create voting impediments or to deter persons seeking to effect a takeover or otherwise gain control of us in a transaction which holders of some or a majority of our common stock may deem to be in their best interests. Such shares of our preferred stock could be sold in public or private transactions to purchasers who might support the our board of directors in opposing a takeover bid that the our board of directors determines not to be in our best interests and our shareholders. In addition our board of directors could authorize holders of a class or series of preferred stock to vote, either separately as a class or together with the holders of our common stock, on any merger, sale, or exchange of assets by us or any other extraordinary corporate transaction. The ability to issue our preferred stock might have the effect of discouraging an attempt by another person or entity, through the acquisition of a substantial number of shares of our common stock, to acquire control of us with a view to imposing a merger, sale of all or any part of the assets or a similar transaction, because the issuance of new shares could be used to dilute the stock ownership of such person or entity. See “— Shareholder Rights Plan.”

Liability Of Directors

      Our articles exempt directors from personal liability to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director to the full extent permitted by Minnesota law.

Business Combinations And Control Share Acquisitions

      We are governed by Sections 302A.671 and 302A.673 of the Minnesota Business Corporation Act. In general, Section 302A.671 provides that the shares of a public Minnesota corporation acquired in a “control share acquisition” have no voting rights unless voting rights are approved in a prescribed manner. A “control share acquisition” is an acquisition, directly or indirectly, of beneficial ownership of shares that would, when added to all other shares beneficially owned by the acquiring person, entitle the acquiring person to have voting power of 20% or more in the election of directors. In general, Section 302A.673 prohibits a public Minnesota corporation from engaging in a “business combination” with an “interested shareholder” for a period of four years after the date of the transaction in which the person became an interested shareholder, unless either the business combination or the acquisition by which such person becomes an interested shareholder is approved in a prescribed manner before the person became an interested shareholder. “Business combination” includes mergers, asset sales and other transactions resulting in a financial benefit to the interested shareholder. An “interested shareholder” is a person who is the beneficial owner, directly or indirectly, of 10% or more of the voting power of the corporation’s outstanding voting stock or who is an affiliate or associate of the corporation and at any time within four years prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the corporation’s outstanding voting stock. Such provisions of Minnesota law could have the effect of delaying, deferring, or preventing a change in control of us.

Shareholder Rights Plan

      Under a Shareholder Rights Plan adopted by our board of directors in October 2000, all shareholders receive along with each common share owned a preferred stock purchase right entitling them to purchase from our one 1/5000 of a share of Series A Junior Participating Preferred Stock at an exercise price of $400 per such share. The rights are not exercisable or transferable apart from the common stock until

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15 days after the public announcement that a person or group (the acquiring person) has acquired 15% or more of our common stock or 15 business days after the announcement of a tender offer which would increase the acquiring person’s beneficial ownership to 15% or more of our common stock. After any person or group has become an acquiring person, each right entitles the holder (other than the acquiring person), to purchase, at the exercise price, common stock of us having a market price of two times the exercise price. If we are acquired in a merger or other business combination transaction, each exercisable right entitles the holder to purchase, at the exercise price, common stock of the acquiring company or an affiliate having a market price of two times the exercise price of the right. The board of directors may redeem the rights for $0.005 per right at any time before any person or group becomes an acquiring person. The board may also reduce the threshold at which a person or group becomes an acquiring person from 15% to no less than 10% of the outstanding common stock. The rights expire on October 26, 2010.

Transfer Agent

      Our transfer agent and registrar of the common stock is Wells Fargo National Association Shareowner Services.

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MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

      This disclosure is limited to the federal tax issues addressed herein. Additional issues may exist that are not addressed in this disclosure and that could affect the federal tax treatment of the New Notes. This tax disclosure was written as a summary, and it cannot be used by a holder for the purpose of avoiding penalties that may be asserted against the holder under the U.S. Internal Revenue Code. Holders should seek their advice based on their particular circumstances from an independent tax advisor.

      This section describes the material U.S. federal income tax consequences of owning the New Notes. It applies to you only if you acquire New Notes in the exchange and you hold your notes as capital assets for tax purposes. This section does not apply to you if you are a member of a class of holders subject to special rules, such as:

•  a dealer in securities or currencies,

•  a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings,

•  a bank,

•  a life insurance company,

•  a tax-exempt organization,

•  a person that owns notes that are a hedge or that are hedged against interest rate risks,

•  a person that owns notes as part of a straddle or conversion transaction for tax purposes, or

•  a person whose functional currency for tax purposes is not the U.S. dollar.

      If you purchase New Notes at a price other than the offering price, the amortizable bond premium or market discount rules may also apply to you. You should consult your tax advisor regarding this possibility.

      This discussion is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

U.S. Holders

      This section describes the tax consequences to a U.S. holder. You are a U.S. holder if you are a beneficial owner of a New Note and you are:

•  a citizen or resident of the U.S.,

•  a domestic corporation,

•  an estate whose income is subject to U.S. federal income tax regardless of its source, or

•  a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust.

      If you are not a U.S. holder, this subsection does not apply to you and you should refer to “Non-U.S. Holders” below.

      Payments of Interest. You will be taxed on interest on your New Note as ordinary income at the time you receive the interest or when it accrues, depending on your method of accounting for tax purposes.

      Additional Interest. If we become obligated to pay additional interest, we intend to take the position that such amounts would be treated as ordinary interest income and taxed as described under “— Payments of Interest” above. If we become obligated to pay additional interest, however, it is possible that the New Notes could be deemed retired and reissued, in which case a U.S. Holder may be required to accrue “original issue discount” on the New Notes. Persons considering the purchase of New Notes are

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urged to consult their tax advisors regarding the federal income tax consequences of the payment of additional interest on the New Notes.

      Purchase, Sale and Retirement of the Notes. Your tax basis in your New Note generally will be its cost. You will generally recognize capital gain or loss on the sale or retirement of your New Note equal to the difference between the amount you realize on the sale or retirement, excluding any amounts attributable to accrued but unpaid interest, and your tax basis in your note. Capital gain of a noncorporate U.S. holder is generally taxed at a maximum rate of 15% where the property is held more than one year.

Non-U.S. Holders

      This subsection describes the tax consequences to a non-U.S. holder (a U.S. alien holder). You are a U.S. alien holder if you are a beneficial owner of a New Note and are, for U.S. federal income tax purposes:

•  a nonresident alien individual,

•  a foreign corporation,

•  a foreign partnership, or

•  an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from a note.

      If you are a U.S. holder, this subsection does not apply to you.

      Under U.S. federal income and estate tax law, and subject to the discussions of backup withholding below, if you are a U.S. alien holder of a New Note:

•  we and other U.S. payors generally will not be required to deduct U.S. withholding tax from payments of principal and interest to you if, in the case of payments of interest:

1.	you do not actually or constructively own 10% or more of our total combined voting power of all classes of stock entitled to vote,
2.	you are not a controlled foreign corporation that is related to us through stock ownership, and
3.	the U.S. payor does not have actual knowledge or reason to know that you are a U.S. person and:

a.  you have furnished to the U.S. payor an Internal Revenue Service Form W-8BEN or an acceptable substitute form upon which you certify, under penalties of perjury, that you are a non-U.S. person,

b.  in the case of payments made outside the U.S. to you at an offshore account (generally, an account maintained by you at a bank or other financial institution at any location outside the U.S.), you have furnished to the U.S. payor documentation that established your identity and your status as a non-U.S. person,

c.  the U.S. payor has received a withholding certificate (furnished on an appropriate Internal Revenue Service Form W-8 or an acceptable substitute form) from a person claiming to be:

i.	a withholding foreign partnership (generally a foreign partnership that has entered into an agreement with the Internal Revenue Service to assume primary withholding responsibility with respect to distributions and guaranteed payments it makes to its partners),
ii.	a qualified intermediary (generally a non-U.S. financial Institution or clearing organization or a non-U.S. branch or office of a U.S. financial institution or clearing organization that is a party to a withholding agreement with the Internal Revenue Service), or

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iii.  a U.S. branch of a non-U.S. bank or of a non-U.S. insurance company, and the withholding foreign partnership, qualified intermediary or U.S. branch has received documentation upon which it may rely to treat the payment as made to a non-U.S. person in accordance with U.S. Treasury regulations (or, in the case of a qualified intermediary, in accordance with its agreement with the Internal Revenue Service),

d.  the U.S. payor receives a statement from a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business,

i.	certifying to the U.S. payor under penalties of perjury that an Internal Revenue Service form W-8BEN or an acceptable substitute form has been received from you by it or by a similar financial institution between it and you, and
ii.	to which is attached a copy of the Internal Revenue Service Form W-8BEN or acceptable substitute form, or

e.  the U.S. payor otherwise possesses documentation upon which it may rely to treat the payment as made to a non-U.S. person in accordance with U.S. Treasury regulations;

•  no deduction for any U.S. federal withholding tax will be made from any gain that you realize on the sale or exchange of your New Note.

      Further, a New Note held by an individual who at death is not a citizen or resident of the U.S. will not be includible in the individual’s gross estate for U.S. federal estate tax purposes if:

•  the decedent did not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote at the time of death and

•  the income on the New Note would not have been effectively connected with a U.S. trade or business of the decedent at the same time.

Backup Withholding and Information Reporting

      In general, if you are a noncorporate U.S. holder, we and other payors are required to report to the Internal Revenue Service all payments of principal and interest on your New Note. In addition, we and other payors are required to report to the Internal Revenue Service any payment of proceeds of the sale of your New Note before maturity within the U.S. Additionally, backup withholding will apply to any payments if you fail to provide an accurate taxpayer identification number, or you are notified by the Internal Revenue Service that you have failed to report all interest and dividends required to be shown on your federal income tax returns.

      In general, if you are a U.S. alien holder, payments of principal or interest made by us and other payors to you will not be subject to backup withholding and information reporting, provided that the certification requirements described above under “Non-U.S. Holders” are satisfied or you otherwise establish an exemption. However, we and other payors are required to report payments of interest on your New Notes on Internal Revenue Service Form 1042-S even if the payments are not otherwise subject to information reporting requirements.

      In addition, payment of the proceeds from the sale of notes effected at a U.S. office of a broker will not be subject to backup withholding and information reporting provided that:

•  the broker does not have actual knowledge or reason to know that you are a U.S. person and you have furnished to the broker:

•  an appropriate Internal Revenue Service Form W-8 or an acceptable substitute form upon which you certify, under penalties of perjury, that you are not a U.S. person, or

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•  other documentation upon which it may rely to treat the payment as made to a non-U.S. person in accordance with U.S. Treasury regulations, or

•  you otherwise establish an exemption.

      If you fail to establish an exemption and the broker does not possess adequate documentation of your status as a non-U.S. person, the payments may be subject to information reporting and backup withholding. However, backup withholding will not apply with respect to payments made to an offshore account maintained by you unless the broker has actual knowledge that you are a U.S. person.

      In general, payment of the proceeds from the sale of New Notes effected at a foreign office of a broker will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker will be subject to information reporting and backup withholding if:

•  the proceeds are transferred to an account maintained by you in the U.S.,

•  the payment of proceeds or the confirmation of the sale is mailed to you at a U.S. address, or

•  the sale has some other specified connection with the U.S. as provided in U.S. Treasury regulations,

unless the broker does not have actual knowledge or reason to know that you are a U.S. person and the documentation requirements described above (relating to a sale of notes effected at a U.S. office of a broker) are met or you otherwise establish an exemption.

      In addition, payment of the proceeds from the sale of New Notes effected at a foreign office of a broker will be subject to information reporting if the broker is:

•  a U.S. person,

•  a controlled foreign corporation for U.S. tax purposes,

•  a foreign person 50% or more of whose gross income is effectively connected with the conduct of a U.S. trade or business for a specified three-year period, or

•  a foreign partnership, if at any time during its tax year:

•  one or more of its partners are “U.S. persons,” as defined in U.S. Treasury regulations, who in the aggregate hold more then 50% of the income or capital interest in the partnership, or

•  such foreign partnership is engaged in the conduct of a U.S. trade or business,

unless the broker does not have actual knowledge or reason to know that you are a U.S. person and the documentation requirements described above (relating to a sale of notes effected at a U.S. office of a broker) are met or you otherwise establish an exemption. Backup withholding will apply if the sale is subject to information reporting and the broker has actual knowledge that you are a U.S. person.

LEGAL MATTERS

      The validity of the securities offered by this prospectus will be passed upon for us by Fredrikson & Byron, P.A., Minneapolis, Minnesota.

EXPERTS

      The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended April 29, 2005 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

38

OFFER TO EXCHANGE

$1,000,000,000 Principal Amount of Our

4.375% Senior Notes, Series B due 2010 and

4.750% Senior Notes, Series B due 2015

for all outstanding

4.375% Senior Notes due 2010 and

4.750% Senior Notes due 2015

Questions, requests for assistance and requests for additional copies of this prospectus and the related letter of transmittal may be directed to the information or exchange agents at each of their addresses set forth below:

The exchange agent for the exchange offer is:

Wells Fargo Bank, N.A.

Corporate Trust & Escrow Services

N9303-110 MAC

Sixth and Marquette

Minneapolis, MN 55479

Attn: Steven R. Gubrud, Vice President

Telephone: (612) 667-9090

Facsimile: (612) 667-2160

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.      Indemnification of Directors and Officers

      Minnesota Statutes Section 302A.521, subd. 2, requires us to indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person with respect to us, against judgments, penalties, fines, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding if certain statutory standards are met. In addition, Section 302A.521, subd. 3, requires payment by us, upon written request, of reasonable expenses in advance of final disposition of the proceeding in certain circumstances. A decision as to required indemnification is made by a disinterested majority of the board of directors present at a meeting at which a disinterested quorum is present, or by a designated committee of the board, by special legal counsel, by the shareholders, or by a court. Section 302A.521 contains detailed terms regarding such right of indemnification and reference is made thereto for a complete statement of such indemnification rights.

      Our Bylaws provide for indemnification by us to the full extent permitted by Minnesota Statutes Section 302A.521, as now enacted or hereafter amended, against and with respect to threatened, pending, or completed actions, suits, or proceedings arising from, or alleged to arise from, a party’s actions or omissions as a director, officer, employee, or agent of us or any subsidiary of us or of any other corporation, partnership, joint venture, trust, or other enterprise that has served in such capacity at our request if such acts or omissions occurred, or were or are alleged to have occurred, while such party was our director or officer. Generally, under Minnesota law, indemnification will be available only where an officer or director can establish that he or she acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of us. As permitted by Minnesota Statutes Section 302A.521, our articles of provide that a director shall have no personal liability to us or our shareholders for breach of his or her fiduciary duty as a director, to the fullest extent permitted by law.

      We have established a Directors and Officers Indemnification Trust, a copy of which has been filed with the SEC.

Item 21. Exhibits and Financial Statement Schedule

EXHIBIT INDEX

Exhibit No.			Description
	4	.1	Indenture dated as of September 15, 2005 between the Company and Wells Fargo Bank, National Association, as Trustee, with respect to the 4.375% Senior Notes due 2010 and 4.750% Senior Notes due 2015.
	4	.2	Form of 4.375% Senior Notes, Series B due 2010.
	4	.3	Form of 4.750% Senior Notes, Series B due 2015.
	4	.4	Form of 4.375% Senior Notes due 2010 (contained in Exhibit 4.1).
	4	.5	Form of 4.750% Senior Notes due 2015 (contained in Exhibit 4.1).
	5	.1	Opinion of Fredrikson & Byron, P.A.
	8	.1	Tax Opinion of Fredrikson & Byron, P.A.
	12	.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
	23	.1	Consent of PricewaterhouseCoopers LLP.
	23	.2	Consent of Fredrikson & Byron, P.A. (see Exhibit 5.1).
	23	.3	Consent of Fredrikson & Byron, P.A. (see Exhibit 8.1).
	24	.1	Power of Attorney (included on the signature page).
	25	.1	Statement of Eligibility and Qualification of Trustee on Form T-1.

II-1

Exhibit No.			Description
	99	.1	Form of Letter of Transmittal.
	99	.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	99	.3	Form of Letter to Clients.
	99	.4	Form of Instruction Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner.
	99	.5	Form of Guidelines for Certification of Taxpayer Identification.

Item 22. Undertakings

      a. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

      b. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the financial adjudication of such issue.

      c. The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be a part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      d. The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      e. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-2

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on this 6th day of December, 2005.

MEDTRONIC, INC.

By:  /s/ Gary L. Ellis

Name: Gary L. Ellis

Its: Senior Vice President and

Chief Financial Officer

Dated: December 6, 2005

II-3

POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints Arthur D. Collins, Jr. and Terrance L. Carlson, and each of them, either one of whom may act without the joinder of the other, as his or her true and lawful attorney-in-fact, with full power of substitution and re-substitution for him or her in any and all capacities, to sign on his or her behalf any and all amendments and post-effective amendments to this registration statement, or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of the securities under the Securities Act of 1934, as amended, with the SEC, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorneys-in-fact and agents or his or her substitutes may do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 6, 2005:

Signature	Title
/s/ Arthur D. Collins, Jr. ARTHUR D. COLLINS, JR.	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Gary L. Ellis GARY L. ELLIS	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Richard H. Anderson RICHARD H. ANDERSON	Director
/s/ William r. Brody WILLIAM R. BRODY, M.D., Ph.D.	Director
/s/ Antonio M. Gotto, Jr. ANTONIO M. GOTTO, JR., M.D., D.Phil.	Director
/s/ Shirley Ann Jackson SHIRLEY ANN JACKSON, Ph.D.	Director
/s/ Robert C. Pozen ROBERT C. POZEN	Director
/s/ Jean-Pierre Rosso JEAN-PIERRE ROSSO	Director
/s/ Jack W. Schuler JACK W. SCHULER	Director
/s/ Gordon M. Sprenger GORDON M. SPRENGER	Director

II-4

EXHIBIT INDEX

Exhibit No.			Description
	4	.1	Indenture dated as of September 15, 2005 between the Company and Wells Fargo Bank, National Association, as Trustee, with respect to the 4.375% Senior Notes due 2010 and 4.750% Senior Notes due 2015.
	4	.2	Form of 4.375% Senior Notes, Series B due 2010.
	4	.3	Form of 4.750% Senior Notes, Series B due 2015.
	4	.4	Form of 4.375% Senior Notes due 2010 (contained in Exhibit 4.1).
	4	.5	Form of 4.750% Senior Notes due 2015 (contained in Exhibit 4.1).
	5	.1	Opinion of Fredrikson & Byron, P.A.
	8	.1	Tax Opinion of Fredrikson & Byron, P.A.
	12	.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
	23	.1	Consent of PricewaterhouseCoopers LLP.
	23	.2	Consent of Fredrikson & Byron, P.A. (see Exhibit 5.1).
	23	.3	Consent of Fredrikson & Byron, P.A. (see Exhibit 8.1).
	24	.1	Power of Attorney (included on the signature page).
	25	.1	Statement of Eligibility and Qualification of Trustee on Form T-1.
	99	.1	Form of Letter of Transmittal.
	99	.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	99	.3	Form of Letter to Clients.
	99	.4	Form of Instruction Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner.
	99	.5	Form of Guidelines for Certification of Taxpayer Identification.

EX-4.1

Exhibit 4.1

MEDTRONIC, INC.
as Issuer

and

WELLS FARGO BANK, N.A.
as Trustee

Indenture

Dated as of September 15, 2005

$1,000,000,000
4.375% Senior Notes due 2010
4.750% Senior Notes due 2015

RECITALS

ARTICLE 1
Definitions And Incorporation By Reference

Section 1.01. Definitions.	2
ARTICLE 2
The Notes
Section 2.01. Form, Dating and Denominations; Legends.	12
Section 2.02. Execution and Authentication; Exchange Notes; Additional Notes	13
Section 2.03. Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust	14
Section 2.04. Replacement Notes	15
Section 2.05. Outstanding Notes	15
Section 2.06. Temporary Notes	16
Section 2.07. Cancellation	16
Section 2.08. CUSIP and CINS Numbers	16
Section 2.09. Registration, Transfer and Exchange	16
Section 2.10. Restrictions on Transfer and Exchange	20
Section 2.11. Temporary Offshore Global Notes	22
ARTICLE 3
Redemption; Offer to Purchase
Section 3.01. Optional Redemption	22
Section 3.02. Method and Effect of Redemption	23
ARTICLE 4
Covenants
Section 4.01. Payment Of Notes	24
Section 4.02. Maintenance of Office or Agency	25
Section 4.03. Existence	25
Section 4.04. Limitation on Secured Debt	25
Section 4.05. Limitation on Sale and Leaseback Transactions	28
Section 4.06. Reports to Trustee	28
ARTICLE 5
Consolidation, Merger or Sale of Assets
Section 5.01. Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets	29

ARTICLE 6
Default and Remedies
Section 6.01. Events of Default	30
Section 6.02. Acceleration	31
Section 6.03. Other Remedies	31
Section 6.04. Waiver of Past Defaults	31
Section 6.05. Control by Majority	32
Section 6.06. Limitation on Suits	32
Section 6.07. Rights of Holders to Receive Payment	32
Section 6.08. Collection Suit by Trustee	32
Section 6.09. Trustee May File Proofs of Claim	33
Section 6.10. Priorities	33
Section 6.11. Restoration of Rights and Remedies	33
Section 6.12. Undertaking for Costs	34
Section 6.13. Rights and Remedies Cumulative	34
Section 6.14. Delay or Omission Not Waiver	34
Section 6.15. Waiver of Stay, Extension or Usury Laws	34
ARTICLE 7
The Trustee
Section 7.01. General	35
Section 7.02. Certain Rights of Trustee	35
Section 7.03. Individual Rights of Trustee	36
Section 7.04. Trustee’s Disclaimer	37
Section 7.05. Notice of Default	37
Section 7.06. Reports by Trustee to Holders	37
Section 7.07. Compensation And Indemnity	37
Section 7.08. Replacement of Trustee	38
Section 7.09. Successor Trustee by Merger	39
Section 7.10. Eligibility	39
Section 7.11. Money Held in Trust	39
ARTICLE 8
Defeasance and Discharge
Section 8.01. Legal Defeasance	39
Section 8.02. Covenant Defeasance	40
Section 8.03. Application of Trust Money	41
Section 8.04. Repayment to Company	41
Section 8.05. Reinstatement	41
ARTICLE 9
Amendments, Supplements and Waivers
Section 9.01. Amendments Without Consent of Holders	42

Section 9.02. Amendments With Consent of Holders	42
Section 9.03. Effect of Consent	44
Section 9.04. Trustee’s Rights and Obligations	44
Section 9.05. Conformity With Trust Indenture Act	44
Section 9.06. Payments for Consents	44
ARTICLE 10
Miscellaneous
Section 10.01. Trust Indenture Act of 1939	44
Section 10.02. Noteholder Communications; Noteholder Actions	45
Section 10.03. Notices	45
Section 10.04. Certificate and Opinion as to Conditions Precedent	46
Section 10.05. Statements Required in Certificate or Opinion	47
Section 10.06. Payment Date Other Than a Business Day	47
Section 10.07. Governing Law	47
Section 10.08. No Adverse Interpretation of Other Agreements	47
Section 10.09. Successors	48
Section 10.10. Duplicate Originals	48
Section 10.11. Separability	48
Section 10.12. Table of Contents and Headings	48
Section 10.13. No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders	48

EXHIBITS
EXHIBIT A	Form of 2010 Senior Note
EXHIBIT B	Form of 2015 Senior Note
EXHIBIT C	Restricted Legend
EXHIBIT D	DTC Legend
EXHIBIT E	Regulation S Certificate for 2010 Senior Note
EXHIBIT F	Regulation S Certificate for 2015 Senior Note
EXHIBIT G	Rule 144A Certificate for 2010 Senior Note
EXHIBIT H	Rule 144A Certificate for 2015 Senior Note
EXHIBIT I	Certificate of Beneficial Ownership for 2010 Senior Note
EXHIBIT J	Certificate of Beneficial Ownership for 2015 Senior Note
EXHIBIT K	Temporary Offshore Global Note Legend

     INDENTURE, dated as of September 15, 2005, between Medtronic, Inc., a Minnesota corporation, as the Company and Wells Fargo Bank, N.A., a national banking association, as Trustee.

RECITALS

     The Company has duly authorized the execution and delivery of the Indenture to provide for the initial issuance of up to $1,000,000,000 aggregate principal amount of the Company’s $400,000,0000 4.375% Senior Notes Due 2010 (and, if and when issued, any Additional Notes of the same series, together with any Exchange Notes issued therefor as provided herein) (the “2010 Senior Notes”) and $600,000,000 4.750% Senior Notes Due 2015 (and, if and when issued, any Additional Notes of the same series, together with any Exchange Notes issued therefor as provided herein) (the “2015 Senior Notes”). The 2010 Senior Notes and the 2015 Senior Notes are referred to collectively as the “Notes”. All things necessary to make the Indenture a valid agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes (in the case of the Additional Notes, when duly authorized), when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of the Company as hereinafter provided.

     This Indenture is subject to, and will be governed by, the provisions of the Trust Indenture Act that are required to be a part of and govern indentures qualified under the Trust Indenture Act.

THIS INDENTURE WITNESSETH

     For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE 1
Definitions And Incorporation By Reference

     Section 1.01. Definitions.

     “Additional Interest” means additional interest owed to the Holders pursuant to a Registration Rights Agreement.

     “Additional Notes” means any notes issued under the Indenture in addition to the Original Notes, including any Exchange Notes issued in exchange for such Additional Notes, having the same terms in all respects as the Original Notes except that interest will accrue on the Additional Notes from their date of issuance.

     “Adjusted Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

     “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “Agent” means any Registrar, Paying Agent or Authenticating Agent.

     “Agent Member” means a member of, or a participant in, the Depositary.

     “Attributable Debt” means, in respect of a Sale and Leaseback Transaction, at the date of determination, the present value (discounted at the rate of interest implicit in the terms of the lease in the Sale and Leaseback Transaction) of the obligation of the lessee for Net Rental Payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

     “Authenticating Agent” refers to a Person engaged to authenticate the Notes in the stead of the Trustee.

     “Bankruptcy Default” has the meaning assigned to such term in Section 6.01.

2

     “Board of Directors” means the board of directors or comparable governing body of the Company, or any committee thereof duly authorized to act on its behalf.

     “Board Resolution” means a resolution duly adopted by the Board of Directors which is certified by the Secretary or an Assistant Secretary of the Company and remains in full force and effect as of the date of its certification.

     “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City or in the city where the Corporate Trust Office of the Trustee is located are authorized by law to close.

     “Capital Lease” means, with respect to any Person, any lease of any property which, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

     “Capital Stock” means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, entitling the holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

     “Cash Equivalents” means

     (1) U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations with maturities not exceeding one year from the date of acquisition,

     (2) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof having capital, surplus and undivided profits in excess of $500 million whose short-term debt is rated “A-2” or higher by S&P or “P-2” or higher by Moody’s,

     (3) repurchase obligations with a term of not more than seven days for underlying securities of the type described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above,

     (4) commercial paper rated at least P-1 by Moody’s or A-1 by S&P and maturing within six months after the date of acquisition, and

3

     (5) money market funds at least 95% of the assets of which consist of investments of the type described in clauses (1) through (4) above.

     “Certificate of Beneficial Ownership” means a certificate substantially in the form of Exhibit I or Exhibit J, as applicable.

     “Certificated Note” means a Note in registered individual form without interest coupons.

     “Commission” means the Securities and Exchange Commission.

     “Company” means the party named as such in the first paragraph of the Indenture or any successor obligor under the Indenture and the Notes pursuant to Section 5.01.

     “Comparable Treasury Issue” means the U.S. Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of those Notes.

     “Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealing Quotations for that redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, (2) if the Trustee obtains fewer than three Referenced Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received or (3) if only one Reference Treasury Dealer Quotation is received, such quotation.

     “Consolidated Net Tangible Assets” means, at the date of determination, the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (a) all current liabilities (excluding any indebtedness for money borrowed having a maturity of less than 12 months from the date of the then most recent consolidated balance sheet of the Company publicly available but which by its terms is renewable or extendible beyond 12 months from such date at the option of the borrower) and (b) all goodwill, trade names, patents, unamortized debt discount and expense and any other like intangibles, all as set forth on the then most recent consolidated balance sheet of the Company publicly available and computed in accordance with generally accepted accounting principles.

     “Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee is principally administered, which at the date of the Indenture is located at Wells Fargo Bank, N.A., Sixth and Marquette, MAC N9303-110, Minneapolis, MN 55479.

4

     “Debt” means, with respect to any Person, without duplication,

     (1) all indebtedness of such Person for borrowed money;

     (2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments.

The amount of Debt of any Person will be deemed to be:

     (A) with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

     (B) with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Debt;

     (C) with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

     (D) with respect to any Hedging Agreement, the net amount payable if such Hedging Agreement terminated at that time due to default by such Person; and

     (E) otherwise, the outstanding principal amount thereof.

     “Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

     “Depositary” means the depositary of each Global Note, which will initially be DTC.

     “DTC” means The Depository Trust Company, a New York corporation, and its successors.

     “DTC Legend” means the legend set forth in Exhibit D.

     “Event of Default” has the meaning assigned to such term in Section 6.01.

     “Exchange Act” means the Securities Exchange Act of 1934.

     “Exchange Notes” means the Notes of the Company issued pursuant to the Indenture in exchange for, and in an aggregate principal amount equal to, the Initial Notes or any Initial Additional Notes in compliance with the terms of a Registration Rights Agreement and containing terms substantially identical to the Initial Notes or any Initial Additional Notes (except that (i) such Exchange Notes

5

will be registered under the Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend, and (ii) the provisions relating to Additional Interest will be eliminated).

     “Exchange Offer” means an offer by the Company to the Holders of the Initial Notes or any Initial Additional Notes to exchange outstanding Notes for Exchange Notes, as provided for in a Registration Rights Agreement.

     “Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as defined in a Registration Rights Agreement.

     “Funded Debt” means debt which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than 12 months after the date of the creation of such debt.

     “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

     “Global Note” means a Note in registered global form without interest coupons.

     “Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part; provided that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

     “Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates or (iii) any commodity or raw material futures contract or any other agreement designed to protect against fluctuations in raw material prices.

     “Holder” or “Noteholder” means the registered holder of any Note.

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     “Incur” means, with respect to any Debt or Capital Stock, to incur, create, issue, assume or Guarantee such Debt or Capital Stock. If any Person becomes a Restricted Subsidiary on any date after the date of the Indenture, the Debt and Capital Stock of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date for purposes of Section 4.04. The accretion of original issue discount or payment of interest in kind will not be considered an Incurrence of Debt.

     “Indenture” means this indenture, as amended or supplemented from time to time.

     “Initial Additional Notes” means Additional Notes issued in an offering not registered under the Securities Act and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.

     “Initial Notes” means the Notes issued on the Issue Date and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.

     “Initial Purchasers” means the initial purchasers party to a purchase agreement with the Company relating to the sale of the Initial Notes or Initial Additional Notes by the Company.

     “interest”, in respect of the Notes, unless the context otherwise requires, refers to interest and Additional Interest, if any.

     “Interest Payment Date” means each March 15 and September 15 of each year, commencing March 15, 2006.

     “Issue Date” means the date on which the Original Notes are originally issued under the Indenture.

     “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease).

     “Moody’s” means Moody’s Investors Service, Inc. and its successors.

     “Net Rental Payments” under any lease for any period means the sum of the rental and other payments required to be paid in such period by the lessee thereunder, excluding any amounts required to be paid by such lessee (whether or not designated as rental or additional rental payments) on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges.

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     “Non-U.S. Person” means a Person that is not a U.S. person, as defined in Regulation S.

     “Notes” has the meaning assigned to such term in the Recitals.

     “Officer” means the chairman of the Board of Directors, the president or chief executive officer, any vice president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary, of the Company.

     “Officers’ Certificate” means a certificate signed in the name of the Company (i) by the chairman of the Board of Directors, the president or chief executive officer or a vice president and (ii) by the chief financial officer, the treasurer or any assistant treasurer or the secretary or any assistant secretary.

     “Offshore Global Note” means a Global Note representing Notes issued and sold pursuant to Regulation S.

     “Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, satisfactory to the Trustee.

     “Original Notes” means the Initial Notes and any Exchange Notes issued in exchange therefor.

     “Paying Agent” refers to a Person engaged to perform the obligations of the Trustee in respect of payments made or funds held hereunder in respect of the Notes.

     “Permanent Offshore Global Note” means an Offshore Global Note that does not bear the Temporary Offshore Global Note Legend.

     “Permitted Debt” has the meaning assigned to such term in Section 4.04.

     “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

     “principal” of any Debt means the principal amount of such Debt, (or if such Debt was issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt), together with, unless the context otherwise indicates, any premium then payable on such Debt.

     “Principal Property” means any plant, office facility, warehouse, distribution center or equipment located within the U.S. (other than its territories or possessions) and owned by the Company or any subsidiary, the gross book

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value (without deduction of any depreciation reserves) of which on the date as of which the determination is being made exceeds 1% of Consolidated Net Tangible Assets, except any such property which the Company’s Board of Directors, in its good faith opinion, determines is not of material importance to the business conducted by the Company and its subsidiaries, taken as a whole, as evidenced by a Board Resolution.

     “Quotation Agent” means the Reference Treasury Dealer appointed by us.

     “Reference Treasury Dealer” means (1) each of Citigroup Global Markets Inc., Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we shall substitute another Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by us.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that Redemption Date.

     “Register” has the meaning assigned to such term in Section 2.09.

     “Registrar” means a Person engaged to maintain the Register.

     “Registration Rights Agreement” means (i) the Registration Rights Agreement dated on or about the Issue Date between the Company and the Initial Purchasers party thereto with respect to the Initial Notes, and (ii) with respect to any Additional Notes, any registration rights agreements between the Company and the Initial Purchasers party thereto relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes or exchange them for Notes registered under the Securities Act.

     “Regular Record Date” for the interest payable on any Interest Payment Date means the September 1 or March 1 (whether or not a Business Day) next preceding such Interest Payment Date.

     “Regulation S” means Regulation S under the Securities Act.

     “Regulation S Certificate” means a certificate substantially in the form of Exhibit E or Exhibit F hereto, as applicable.

     “Restricted Legend” means the legend set forth in Exhibit C.

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     “Restricted Period” means the relevant 40-day distribution compliance period as defined in Regulation S.

     “Restricted Subsidiary” means any subsidiary of the Company which owns or leases a Principal Property.

     “Rule 144A” means Rule 144A under the Securities Act.

     “Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit G or Exhibit H hereto, as applicable or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

     “S&P” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc. and its successors.

     “Sale and Leaseback Transaction” means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor.

     “Securities Act” means the Securities Act of 1933.

     “Shelf Registration Statement” means the Shelf Registration Statement as defined in a Registration Rights Agreement.

     “Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

     “Subsidiary” means with respect to any Person, any corporation, association or other business entity of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner or the only general partners of which are, such Person and one or more Subsidiaries of such Person (or a combination thereof). Unless otherwise specified, “Subsidiary” means a Subsidiary of the Company.

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     “Temporary Offshore Global Note” means an Offshore Global Note that bears the Temporary Offshore Global Note Legend.

     “Temporary Offshore Global Note Legend” means the legend set forth in Exhibit K.

     “Trustee” means the party named as such in the first paragraph of the Indenture or any successor trustee under the Indenture pursuant to Article 7.

     “Trust Indenture Act” means the Trust Indenture Act of 1939.

     “U.S. Global Note” means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A.

     “U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agent or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof.

     “Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

     Section 1.02.Rules of Construction. Unless the context otherwise requires or except as otherwise expressly provided,

     (1) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

     (2) “herein,” “hereof” and other words of similar import refer to the Indenture as a whole and not to any particular Section, Article or other subdivision;

     (3) all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to the Indenture unless otherwise indicated;

     (4) references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations); and

     (5) in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions the Company may classify such transaction as it, in its sole discretion, determines.

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ARTICLE 2
The Notes

     Section 2.01. Form, Dating and Denominations; Legends.

     (a) The 2010 Senior Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The 2015 Senior Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit B. The terms and provisions contained in the form of the Notes annexed as Exhibit A and Exhibit B, as applicable, constitute, and are hereby expressly made, a part of the Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $2,000 in principal amount and any multiple of $1,000 in excess of $2,000.

     (b) (1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note (other than a Permanent Offshore Note) will bear the Restricted Legend.

     (2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.

     (3) Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.

     (4) Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).

     (5) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes.

     (6) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.

(c) (1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or

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     (2) after an Initial Note or any Initial Additional Note is

     (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer

the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.

     (d) By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.

     Section 2.02. Execution and Authentication; Exchange Notes; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.

     (b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.

     (c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver

     (i) Initial Notes for original issue in the aggregate principal amount not to exceed $1,000,000,000,

     (ii) Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, and

     (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes

after the following conditions have been met:

     (1) Receipt by the Trustee of an Officers’ Certificate specifying

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     (A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,

     (B) whether the Notes are to be Initial Notes or, Additional Notes or Exchange Notes,

     (C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,

     (D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and

     (E) other information the Company may determine to include or the Trustee may reasonably request.

     (2) In the case of Initial Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued.

     (3) In the case of Exchange Notes, effectiveness of an Exchange Offer Registration Statement and consummation of the exchange offer thereunder (and receipt by the Trustee of an Officers’ Certificate to that effect). Initial Notes or Initial Additional Notes exchanged for Exchange Notes will be cancelled by the Trustee.

     Section 2.03. Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust. (a) The Company may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in the Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent. The Company may act as Registrar or (except for purposes of Article 8) Paying Agent. In each case the Company and the Trustee will enter into an appropriate agreement with the Agent implementing the provisions of the Indenture relating to the obligations of the Trustee to be performed by the Agent and the related rights. The Company initially appoints the Trustee as Registrar and Paying Agent.

     (b) The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest on the Notes and will promptly notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the

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continuance of any payment default, upon written request to a Paying Agent, require the Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent will have no further liability for the money so paid over to the Trustee.

     Section 2.04. Replacement Notes. If a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost, destroyed or wrongfully taken, the Company will issue and the Trustee will authenticate a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. Every replacement Note is an additional obligation of the Company and entitled to the benefits of the Indenture. If required by the Trustee or the Company, an indemnity must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company and the Trustee from any loss they may suffer if a Note is replaced. The Company may charge the Holder for the expenses of the Company and the Trustee in replacing a Note. In case the mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may pay the Note instead of issuing a replacement Note.

     Section 2.05. Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for

     (1) Notes cancelled by the Trustee or delivered to it for cancellation;

     (2) any Note which has been replaced pursuant to Section 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser; and

     (3) on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due.

     (b) A Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note, provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Company or any Affiliate of the Company will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any Affiliate of the Company.

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     Section 2.06. Temporary Notes. Until definitive Notes are ready for delivery, the Company may prepare and the Trustee will authenticate temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officer executing the temporary Notes, as evidenced by the execution of the temporary Notes. If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes will be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for the purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation of any temporary Notes the Company will execute and the Trustee will authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes will be entitled to the same benefits under the Indenture as definitive Notes.

     Section 2.07. Cancellation. The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold. Any Registrar or the Paying Agent will forward to the Trustee any Notes surrendered to it for transfer, exchange or payment. The Trustee will cancel all Notes surrendered for transfer, exchange, payment or cancellation and dispose of them in accordance with its normal procedures or the written instructions of the Company. The Company may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation.

     Section 2.08. CUSIP and CINS Numbers. The Company in issuing the Notes may use “CUSIP” and “CINS” numbers, and the Trustee will use CUSIP numbers or CINS numbers in notices of redemption or exchange or in Offers to Purchase as a convenience to Holders, the notice to state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or exchange or Offer to Purchase. The Company will promptly notify the Trustee of any change in the CUSIP or CINS numbers.

     Section 2.09. Registration, Transfer and Exchange. (a) The Notes will be issued in registered form only, without coupons, and the Company shall cause the Trustee to maintain a register (the “Register”) of the Notes, for registering the record ownership of the Notes by the Holders and transfers and exchanges of the Notes.

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     (b) (1) Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.

          (2) Each Global Note will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (1) as set forth in Section 2.09(b)(4) and (2) transfers of portions thereof in the form of Certificated Notes may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 2.10.

          (3) Agent Members will have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.

          (4) If (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed by the Company within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Note will be deemed canceled. If such Note does not bear the Restricted Legend, then the Certificated Notes issued in exchange therefor will not bear the Restricted Legend. If such Note bears the Restricted Legend, then the Certificated Notes issued in exchange therefor will bear the Restricted Legend, provided that any Holder of any such Certificated Note issued in exchange for a beneficial interest in a Temporary Offshore Global Note will have the right upon presentation to the Trustee of a duly completed Certificate of Beneficial Ownership after the Restricted Period to exchange such Certificated Note for a Certificated Note of like tenor and amount that does not bear the Restricted Legend, registered in the name of such Holder.

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     (c) Each Certificated Note will be registered in the name of the holder thereof or its nominee.

     (d) A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.10. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the register maintained by the Trustee for the purpose; provided that

     (x) no transfer or exchange will be effective until it is registered in such register and

     (y) the Trustee will not be required (i) to issue, register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or purchased pursuant to an Offer to Purchase, (ii) to register the transfer of or exchange any Note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any Note not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a Regular Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Regular Record Date and before the date of redemption or purchase. Prior to the registration of any transfer, the Company, the Trustee and their agents will treat the Person in whose name the Note is registered as the owner and Holder thereof for all purposes (whether or not the Note is overdue), and will not be affected by notice to the contrary.

     From time to time the Company will execute and the Trustee will authenticate additional Notes as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.

     No service charge will be imposed in connection with any transfer or exchange of any Note, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(4)).

     (e) (1) Global Note to Global Note. If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged

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equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

          (2) Global Note to Certificated Note. If a beneficial interest in a Global Note is transferred or exchanged for a Certificated Note, the Trustee will (x) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.

          (3) Certificated Note to Global Note. If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

          (4) Certificated Note to Certificated Note. If a Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

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     Section 2.10. Restrictions on Transfer and Exchange. (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

     (b) Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below.

A	B	C
U.S. Global Note	U.S. Global Note		(1	)
U.S. Global Note	Offshore Global Note		(2	)
U.S. Global Note	Certificated Note		(3	)
Offshore Global Note	U.S. Global Note		(4	)
Offshore Global Note	Offshore Global Note		(1	)
Offshore Global Note	Certificated Note		(5	)
Certificated Note	U.S. Global Note		(4	)
Certificated Note	Offshore Global Note		(2	)
Certificated Note	Certificated Note		(3	)

(1)	No certification is required.
(2)	The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required.
(3)	The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.

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     (4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate.

     (5) Notwithstanding anything to the contrary contained herein, no such exchange is permitted if the requested exchange involves a beneficial interest in a Temporary Offshore Global Note. If the requested transfer involves a beneficial interest in a Temporary Offshore Global Note, the Person requesting the transfer must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States. If the requested transfer or exchange involves a beneficial interest in a Permanent Offshore Global Note, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.

     (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein)

(1) after such Note is eligible for resale pursuant to Rule 144(k) under the Securities Act (or a successor provision); provided that the Company has provided the Trustee with an Officer’s Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (1) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or

     (2)(x) sold pursuant to an effective registration statement, pursuant to the Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer.

     Any Certificated Note delivered in reliance upon this paragraph will not bear the Restricted Legend.

     (d) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee.

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     Section 2.11. Temporary Offshore Global Notes. (a) Each Note originally sold by the Initial Purchasers in reliance upon Regulation S will be evidenced by one or more Offshore Global Notes that bear the Temporary Offshore Global Note Legend.

     (b) An owner of a beneficial interest in a Temporary Offshore Global Note (or a Person acting on behalf of such an owner) may provide to the Trustee (and the Trustee will accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood that the Trustee will not accept any such certificate during the Restricted Period). Promptly after acceptance of a Certificate of Beneficial Ownership with respect to such a beneficial interest, the Trustee will cause such beneficial interest to be exchanged for an equivalent beneficial interest in a Permanent Offshore Global Note, and will (x) permanently reduce the principal amount of such Temporary Offshore Global Note by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Note by the amount of such beneficial interest.

     (c) Notwithstanding paragraph (b), if after the Restricted Period any Initial Purchaser owns a beneficial interest in a Temporary Offshore Global Note, such Initial Purchaser may, upon written request to the Trustee accompanied by a certification as to its status as an Initial Purchaser, exchange such beneficial interest for an equivalent beneficial interest in a Permanent Offshore Global Note, and the Trustee will comply with such request and will (x) permanently reduce the principal amount of such Temporary Offshore Global Note by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Note by the amount of such beneficial interest.

     (d) Notwithstanding anything to the contrary contained herein, any owner of a beneficial interest in a Temporary Offshore Global Note shall not be entitled to receive payment of principal or interest on such beneficial interest or other amounts in respect of such beneficial interest until such beneficial interest is exchanged for an interest in a Permanent Offshore Global Note or transferred for an interest in another Global Note or a Certificated Note.

ARTICLE 3
Redemption; Offer to Purchase

     Section 3.01. Optional Redemption. At any time and from time to time on or after September 15, 2005, the Company may redeem the Notes, in whole or in part, at a redemption price equal to the greater of (x) 100% of the principal amount of the Notes to be redeemed, and (y) the sum of the present value of the remaining scheduled payments of principal and interest in respect of the Notes to be redeemed (not including any portion of those payments of interest accrued as

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of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 10 basis points for the 2010 Senior Notes and 15 basis points for the 2015 Senior Notes, as the case may be, plus, in each case, accrued interest to the redemption date.

     Section 3.02. Method and Effect of Redemption. (a) If the Company elects to redeem Notes, it must notify the Trustee of the redemption date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at least 10 days before the date it mails the notice of redemption to each Holder (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed pro rata, by lot or by any other method the Trustee in its sole discretion deems fair and appropriate, in denominations of $2,000 principal amount and multiples of $1,000 in excess of $2,000. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by the Company or at the Company’s request, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 30 days but not more than 60 days before the redemption date. An Officer’s Certificate specifying the actual redemption price must be sent to the Trustee no later than two Business Days prior to the redemption date.

     (b) The notice of redemption will identify the Notes to be redeemed and will include or state the following:

     (1) the redemption date;

     (2) the calculation of the redemption price, including the portion thereof representing any accrued interest;

     (3) the place or places where Notes are to be surrendered for redemption;

     (4) Notes called for redemption must be so surrendered in order to collect the redemption price;

     (5) on the redemption date the redemption price will become due and payable on Notes called for redemption, and interest on Notes called for redemption will cease to accrue on and after the redemption date;

     (6) if any Note is redeemed in part, on and after the redemption date, upon surrender of such Note, new Notes equal in principal amount to the unredeemed portion will be issued; and

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     (7) if any Note contains a CUSIP or CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Notes or as contained in the notice of redemption and that the Holder should rely only on the other identification numbers printed on the Notes.

     (c) Once notice of redemption is sent to the Holders, Notes called for redemption become due and payable at the redemption price on the redemption date, and upon surrender of the Notes called for redemption on the redemption date, the Company shall redeem such Notes at the redemption price. Commencing on the redemption date, Notes redeemed will cease to accrue interest. Upon surrender of any Note redeemed in part, the Holder will receive a new Note equal in principal amount to the unredeemed portion of the surrendered Note.

ARTICLE 4
Covenants

     Section 4.01. Payment Of Notes. (a) The Company agrees to pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and the Indenture. Not later than 9:00 A.M. (New York City time) on the due date of any principal of or interest on any Notes, or any redemption or purchase price of the Notes, the Company will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts, provided that if the Company or any Affiliate of the Company is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in the Indenture. In each case the Company will promptly notify the Trustee of its compliance with this paragraph. The Company may pay interest at the Trustee’s corporate trust office or by check mailed to the registered address of the Holder.

     (b) An installment of principal or interest will be considered paid on the date due if the Trustee (or Paying Agent, other than the Company or any Affiliate of the Company) holds on that date money designated for and sufficient to pay the installment. If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders.

     (c) The Company agrees to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest at the rate per annum specified in the Notes.

     (d) Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Company will make all payments by wire transfer of immediately available

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funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each Holder’s registered address.

     Section 4.02. Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Notes and the Indenture may be served. The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served to the Trustee.

     The Company may also from time to time designate one or more other offices or agencies where the Notes may be surrendered or presented for any of such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

     Section 4.03. Existence. The Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and the existence, rights and franchises of the Company, provided that the Company is not required to preserve any such right or franchise if the preservation thereof is no longer desirable in the conduct of the business of the Company; and provided further that this Section does not prohibit any transaction otherwise permitted by Section 5.01.

     Section 4.04. Limitation on Secured Debt. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt, secured by a Lien on any Principal Property, now owned or hereafter owned by the Company or any Restricted Subsidiary, or any shares of stock or Debt of any Restricted Subsidiary, without effectively providing that the Notes (together with, if the Company shall so determine, any other Debt of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Notes) shall be secured equally and ratably with (or prior to) such secured Debt so long as such secured debt shall be so secured; provided that the Company or any Restricted Subsidiary may Incur Debt secured by Liens without equally and ratably securing the Notes if, on the date of the Incurrence, after giving effect to the Incurrence and to the retirement of any Debt that is concurrently being retired, the aggregate amount of all outstanding Debt secured by Liens which could not have been incurred, issued, assumed or guaranteed by the Company or a Restricted Subsidiary without equally and ratably securing the Notes of each series then Outstanding except for the proviso of this paragraph, together with the aggregate amount of Attributable Debt incurred pursuant to the second proviso of

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Section 4.05, does not at such time exceed 20% of Consolidated Net Tangible Assets of the Company.

     (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur Debt secured by the following Liens (“Permitted Debt”):

     (1) Liens on any Principal Property acquired (whether by merger, consolidation, purchase, lease or otherwise), constructed or improved by the Company or any Restricted Subsidiary after the date of the Indenture which are created or assumed prior to, contemporaneously with, or within 360 days after, such acquisition, construction or improvement, to secure or provide for the payment of all or any part of the cost of such acquisition, construction or improvement (including related expenditures capitalized for Federal income tax purposes in connection therewith) incurred after the date of the Indenture;

     (2) Liens on any property, shares of capital stock or Debt existing at the time of acquisition thereof, whether by merger, consolidation, purchase, lease or otherwise (including Liens on property, shares of capital stock or indebtedness of a corporation existing at the time such corporation becomes a Restricted Subsidiary);

     (3) Liens in favor of, or which secure Debt owing to, the Company or any Restricted Subsidiary;

     (4) Liens in favor of the U.S. or any state thereof, or any department, agency, or instrumentality or political subdivision thereof, or political entity affiliated therewith, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments, or other obligations, pursuant to any contract or statute, or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including Liens incurred in connection with pollution control, industrial revenue or similar financings);

     (5) Liens imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other similar Liens arising in the ordinary course of business, or governmental (Federal, state or municipal) Liens arising out of contracts for the sale of products or services by the Company or any Restricted Subsidiary, or deposits or pledges to obtain the release of any of the foregoing;

     (6) pledges or deposits under workmen’s compensation, unemployment insurance, or similar legislation and Liens of judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of

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money) or leases to which the Company or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the U.S. to secure surety, appeal or customs bonds to which the Company or any Restricted Subsidiary is a party, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings;

     (7) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review; or Liens incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary is a party;

     (8) Liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings;

     (9) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords’ Liens and other similar Liens and encumbrances none of which interfere materially with the use of the property covered thereby in the ordinary course of the business of the Company or such Restricted Subsidiary and which do not, in the opinion of the Company, materially detract from the value of such properties;

     (10) Liens existing on the first date on which the Notes are authenticated;

     (11) Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and (ii) such deposit account is not intended to provide collateral to the depository institution; or

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     (12) any extension, renewal or replacement (or successive extensions, removals or replacements) as a whole or in part, of any Lien referred to in the foregoing clauses (1) to (11), inclusive; provided that (i) such extension, renewal or replacement Lien shall be limited to all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed or replaced (plus improvements on such property) and (ii) the Debt secured by such Lien at such time is not increased.

     Section 4.05. Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Principal Property unless

     (1) the Company or the Restricted Subsidiary would be entitled to, without equally and ratably securing the Notes to Incur Debt secured by a Lien on such property pursuant to Section 4.04, or

     (2) the Company, within 360 days after such transaction, applies an amount not less than the net proceeds of the sale of the Principal Property leased pursuant to such arrangement to (x) the retirement of its Funded Debt; provided that the amount to be applied to the retirement of Funded Debt of the Company shall be reduced by (i) the principal amount of any Notes delivered within 360 days after such sale to the Trustee for retirement and cancellation, and (ii) the principal amount of Funded Debt, other than Notes, voluntarily retired by the Company within 360 days after such sale or (y) the purchase, construction or development of other property, facilities or equipment used or useful in the Company’s or its Restricted Subsidiaries’ business; provided, however, that no such retirement may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or mandatory prepayment provision;

provided that no such restriction will apply to a Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries or involving the taking back of a lease for a period of less than three years; provided further that the Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if, on the date of such transaction, after giving effect thereto and to the retirement of any Funded Debt that is concurrently being retired, the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions existing at such time (other than Sale and Leaseback Transactions otherwise permitted under this Section 4.05), together with the aggregate amount of all outstanding Debt incurred pursuant to the first proviso of Section 4.04 does not at such time exceed 20% of Consolidated Net Tangible Assets of the Company.

     Section 4.06. Reports to Trustee. (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year a certificate from the principal executive, financial or accounting officer of the Company stating that

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the officer has conducted or supervised a review of the activities of the Company and its Restricted Subsidiaries and their performance under the Indenture and that, based upon such review, the Company has fulfilled its obligations hereunder or, if there has been a Default, specifying the Default and its nature and status.

     (b) The Company will deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware or should reasonably become aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of the Default, and the action which the Company proposes to take with respect thereto.

ARTICLE 5
Consolidation, Merger or Sale of Assets

     Section 5.01. Consolidation, Merger or Sale of Assets by the Company; No Lease of All or Substantially All Assets. (a) The Company, without the consent of the Holders of any of the Outstanding Notes, may

     (i) consolidate with or merge with or into any Person, or

     (ii) sell, convey, transfer, or otherwise dispose of or lease all or substantially all of its assets as an entirety or substantially an entirety, in one transaction or a series of related transactions, to any Person provided that

          (1) either (x) the Company is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation, partnership, limited liability company or trust organized and validly existing under the laws of the United States of America and expressly assumes by supplemental indenture all of the obligations of the Company under the Indenture and the Notes and the Registration Rights Agreement;

          (2) immediately after giving effect to the transaction, no Event of Default and no Default has occurred and is continuing;

          (3) immediately after giving effect to the transaction, the property or assets of the Company are not subject to any encumbrance which would not be permitted under the Indenture; and

          (4) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger or transfer and the supplemental indenture (if any) comply with the Indenture.

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     (b) Upon the consummation of any transaction effected in accordance with these provisions, if the Company is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such successor Person had been named as the Company in the Indenture. Upon such substitution, unless the successor is one or more of the Company’s Subsidiaries, the Company will be released from its obligations under the Indenture and the Notes.

ARTICLE 6
Default and Remedies

     Section 6.01. Events of Default. An “Event of Default” occurs with respect of each series of the Notes if

     (1) the Company defaults in the payment of the principal of, or any premium on, any Note of that series when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise;

     (2) the Company defaults in the payment of interest (including any Additional Interest) on any Note of that series when the same becomes due and payable, and the default continues for a period of 30 days;

     (3) the Company defaults in the performance of or breaches any other covenant or agreement of the Company in the Indenture applicable to such series or under the Notes of that series and the default or breach continues for a period of 60 consecutive days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate principal amount of the Notes;

     (4) there occurs with respect to any Debt of the Company or any of its Restricted Subsidiaries having an outstanding principal amount of $500,000,000 or more in the aggregate for all such Debt of all such Persons (i) an event of default that results in such Debt being due and payable prior to its scheduled maturity or (ii) failure to make a principal payment when due at maturity;

     (5) an involuntary case or other proceeding is commenced against the Company with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief is entered against the Company under the federal bankruptcy laws as now or hereafter in effect; or

     (6) the Company (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents

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to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for all or substantially all of the property and assets of the Company or (iii) effects any general assignment for the benefit of creditors (an event of default specified in clause (5) or (6) a “Bankruptcy Default”).

     Section 6.02. Acceleration. (a) If an Event of Default, other than a Bankruptcy Default with respect to the Company, occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate of the outstanding principal amount of the Notes of each affected series, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal and interest will become immediately due and payable. If a Bankruptcy Default occurs with respect to the Company, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

     (b) The Holders of a majority in principal amount of the outstanding Notes of each affected series by written notice to the Company and to the Trustee may waive all past defaults and rescind and annul a declaration of acceleration with respect to such affected series of Notes and its consequences if

     (1) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by the declaration of acceleration, have been cured or waived, and

     (2) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

     Section 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of and interest on the Notes or to enforce the performance of any provision of the Notes or the Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.

     Section 6.04. Waiver of Past Defaults. Except as otherwise provided in Sections 6.02, 6.07 and 9.02, the Holders of a majority in principal amount of the outstanding Notes may, by notice to the Trustee, waive an existing Default and its consequences. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such

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waiver will extend to any subsequent or other Default or impair any right consequent thereon.

     Section 6.05. Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

     Section 6.06. Limitation on Suits. A Holder may not institute any proceeding, judicial or otherwise, with respect to the Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy under the Indenture or the Notes, unless:

     (1) the Holder has previously given to the Trustee written notice of a continuing Event of Default;

     (2) Holders of at least 25% in aggregate principal amount of outstanding Notes have made written request to the Trustee to institute proceedings in respect of the Event of Default in its own name as Trustee under the Indenture;

     (3) Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

     (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

     (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a direction that is inconsistent with such written request.

     Section 6.07. Rights of Holders to Receive Payment. Notwithstanding anything to the contrary, the right of a Holder of a Note to receive payment of principal of or interest on its Note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such payment on or after such respective dates, may not be impaired or affected without the consent of that Holder.

     Section 6.08. Collection Suit by Trustee. If an Event of Default in payment of principal or interest specified in clause (1) or (2) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and

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as trustee of an express trust for the whole amount of principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent lawful, overdue installments of interest, in each case at the rate specified in the Notes, and such further amount as is sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee hereunder.

     Section 6.09. Trustee May File Proofs of Claim. The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders allowed in any judicial proceedings relating to the Company or its creditors or property, and is entitled and empowered to collect, receive and distribute any money, securities or other property payable or deliverable upon conversion or exchange of the Notes or upon any such claims. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee hereunder. Nothing in the Indenture will be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

     Section 6.10. Priorities. If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

     First: to the Trustee for all amounts due hereunder;

     Second: to Holders for amounts then due and unpaid for principal of and interest on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest; and

     Third: to the Company or as a court of competent jurisdiction may direct.

     The Trustee, upon written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section.

     Section 6.11. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted a proceeding to enforce any right or remedy under the

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Indenture and the proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to the Holder, then, subject to any determination in the proceeding, the Company, the Trustee and the Holders will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, the Trustee and the Holders will continue as though no such proceeding had been instituted.

     Section 6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy under the Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys fees, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by a Holder to enforce payment of principal of or interest on any Note on the respective due dates, or a suit by Holders of more than 10% in principal amount of the outstanding Notes.

     Section 6.13. Rights and Remedies Cumulative. No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other right or remedy.

     Section 6.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

     Section 6.15. Waiver of Stay, Extension or Usury Laws. The Company covenants, to the extent that it may lawfully do so, that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of, or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Indenture. The Company hereby expressly waives, to the extent that it may lawfully do so, all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the

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Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7
The Trustee

     Section 7.01. General. (a) The duties and responsibilities of the Trustee are as provided by the Trust Indenture Act and as set forth herein. Whether or not expressly so provided, every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to this Article.

     (b) Except during the continuance of an Event of Default, the Trustee need perform only those duties that are specifically set forth in the Indenture and no others, and no implied covenants or obligations will be read into the Indenture against the Trustee. In case an Event of Default has occurred and is continuing, the Trustee shall exercise those rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

     (c) No provision of the Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct.

     Section 7.02. Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):

     (1) In the absence of bad faith on its part, the Trustee may rely, and will be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit.

     (2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel conforming to Section 10.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion.

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     (3) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

     (4) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

     (5) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 6.05 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under the Indenture.

     (6) The Trustee may consult with counsel, and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

     (7) No provision of the Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.

     Section 7.03. Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6):

     (a) “cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and

     (b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from

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the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

     Section 7.04. Trustee’s Disclaimer. The Trustee (i) makes no representation as to the validity or adequacy of the Indenture or the Notes, (ii) is not accountable for the Company’s use or application of the proceeds from the Notes and (iii) is not responsible for any statement in the Notes other than its certificate of authentication.

     Section 7.05. Notice of Default. If any Default occurs and is continuing and is known to the Trustee, the Trustee will send notice of the Default to each Holder within 90 days after it occurs, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any Note, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of directors of the Trustee in good faith determines that withholding the notice is in the interest of the Holders. Notice to Holders under this Section will be given in the manner and to the extent provided in Trust Indenture Act Section 313(c).

     Section 7.06. Reports by Trustee to Holders. Within 60 days after each May 15, beginning with May 15, 2006, the Trustee will mail to each Holder, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15, if required by Trust Indenture Act Section 313(a), and file such reports with each stock exchange upon which its Notes are listed and with the Commission as required by Trust Indenture Act Section 313(d).

     Section 7.07. Compensation And Indemnity. (a) The Company will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a Trustee of an express trust. The Company will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and counsel.

     (b) The Company will indemnify the Trustee for, and hold it harmless against, any loss or liability or expense incurred by it without negligence or bad faith on its part arising out of or in connection with the acceptance or administration of the Indenture and its duties under the Indenture and the Notes, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under the Indenture and the Notes.

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     (c) To secure the Company’s payment obligations in this Section, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, and interest on particular Notes.

     Section 7.08. Replacement of Trustee. (a) (1) The Trustee may resign at any time by written notice to the Company.

     (2) The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by written notice to the Trustee.

     (3) If the Trustee is no longer eligible under Section 7.10 or in the circumstances described in Trust Indenture Act Section 310(b), any Holder that satisfies the requirements of Trust Indenture Act Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

     (4) The Company may remove the Trustee if: (i) the Trustee is no longer eligible under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.

A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

     (b) If the Trustee has been removed by the Holders, Holders of a majority in principal amount of the Notes may appoint a successor Trustee with the consent of the Company. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. If the successor Trustee does not deliver its written acceptance within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

     (c) Upon delivery by the successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company, (i) the retiring Trustee will transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation or removal of the retiring Trustee will become effective, and (iii) the successor Trustee will have all the rights, powers and duties of the Trustee under the Indenture. Upon request of any successor Trustee, the Company will execute any and all reasonable instruments for fully and vesting in and confirming to the successor Trustee all such rights, powers and trusts. The Company will give notice of any resignation and any

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removal of the Trustee and each appointment of a successor Trustee to all Holders, and include in the notice the name of the successor Trustee and the address of its Corporate Trust Office.

     (d) Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 will continue for the benefit of the retiring Trustee.

     (e) The Trustee agrees to give the notices provided for in, and otherwise comply with, Trust Indenture Act Section 310(b).

     Section 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act will be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee in the Indenture.

     Section 7.10. Eligibility. The Indenture must always have a Trustee that satisfies the requirements of Trust Indenture Act Section 310(a) and has a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.

     Section 7.11. Money Held in Trust. The Trustee will not be liable for interest on any money received by it except as it may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 8.

ARTICLE 8
Defeasance and Discharge

     Section 8.01. Legal Defeasance. After the 123rd day following the deposit referred to in clause (1), the Company will be deemed to have paid and will be discharged from its obligations in respect of the Notes of any of the series and the Indenture with respect to Notes of such series, other than its obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.04 and 8.05, provided the following conditions have been satisfied:

     (1) The Company has irrevocably deposited in trust with the Trustee, as trust funds solely for the benefit of the Holders of the Notes of such series, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent registered public accounting firm expressed in a written certificate thereof delivered to the Trustee, through payment of interest and principal thereof in accordance with their terms, to pay principal of (and premium, if any) and interest on the Notes of such series to maturity.

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     (2) The deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound.

     (3) The Company has delivered to the Trustee

          (A) either (x) a ruling received from, or a publication by, the Internal Revenue Service to the effect that the Holders of Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case or (y) an Opinion of Counsel, based on a change in law after the date of the Indenture, to the same effect as the ruling described in clause (x), and

          (B) an Opinion of Counsel to the effect that (i) the creation of the defeasance trust does not violate the Investment Company Act of 1940, (ii) the Holders of the Notes of such series have a valid first priority Note interest in the trust funds (subject to customary exceptions), and (iii) after the passage of 123 days following the deposit, the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law.

     (4) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance have been complied with.

     Prior to the end of the 123-day period, none of the Company’s obligations under the Indenture will be discharged. Thereafter, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture except for the surviving obligations specified above.

     Section 8.02. Covenant Defeasance. After the 123rd day following the deposit referred to in clause (1), the Company’s obligations set forth in Sections 4.04 and 4.05 will terminate, and clause (3) of Section 6.01 will no longer constitute Events of Default, provided the following conditions have been satisfied:

     (1) The Company has complied with clauses (1), (2), (3) (B), and (4) of Section 8.01; and

     (2) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes of such series will not recognize income, gain or loss for federal income tax purposes as a result

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of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case.

     Except as specifically stated above, none of the Company’s obligations under the Indenture will be discharged.

     Section 8.03. Application of Trust Money. Subject to Section 8.04, the Trustee will hold in trust the money or U.S. Government Obligations deposited with it pursuant to Section 8.01 or 8.02, and apply the deposited money and the proceeds from deposited U.S. Government Obligations to the payment of principal of and interest on the Notes of the series being defeased in accordance with the Notes of such series and the Indenture. Such money and U.S. Government Obligations need not be segregated from other funds except to the extent required by law.

     Section 8.04. Repayment to Company. Subject to Sections 7.07, 8.01 and 8.02, the Trustee will promptly pay to the Company upon request any excess money held by the Trustee at any time and thereupon be relieved from all liability with respect to such money. The Trustee will pay to the Company upon request any money held for payment with respect to the Notes of the series being defeased that remains unclaimed for two years, provided that before making such payment the Trustee may at the expense of the Company publish once in a newspaper of general circulation in New York City, or send to each Holder of the Notes of such series entitled to such money, notice that the money remains unclaimed and that after a date specified in the notice (at least 30 days after the date of the publication or notice) any remaining unclaimed balance of money will be repaid to the Company. After payment to the Company, Holders of the Notes of such series entitled to such money must look solely to the Company for payment, unless applicable law designates another Person, and all liability of the Trustee with respect to the return of such money to each Holder or the Company will cease.

     Section 8.05. Reinstatement. If and for so long as the Trustee is unable to apply any money or U.S. Government Obligations held in trust pursuant to Section 8.01 and 8.02 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under the Indenture and the Notes of the series being defeased will be reinstated as though no such deposit in trust had been made. If the Company makes any payment of principal of or interest on any Notes of such series because of the reinstatement of its obligations, it will be subrogated to the rights of the Holders of such Notes of such series to receive such payment from the money or U.S. Government Obligations held in trust.

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ARTICLE 9
Amendments, Supplements and Waivers

     Section 9.01. Amendments Without Consent of Holders. The Company and the Trustee may amend or supplement the Indenture or the Notes without notice to or the consent of any Noteholder

     (1) to cure any ambiguity, defect or inconsistency in the Indenture or the Notes, or to make any other provisions with respect to matters or questions arising under the Indenture (including as to any particular series of Notes, to conform such series to the provisions of the description of such series set forth in any final offering memorandum or final prospectus relating to the initial issuance of such series to the extent that such description provisions are intended to be a verbatim recitation of terms applicable to the series), provided such action shall not adversely affect the interests of the Holders in any material respect;

     (2) to comply with Section 5.01;

     (3) to comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act;

     (4) to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee;

     (5) to provide for uncertificated Notes in addition to or in place of certificated Notes;

     (6) to secure the Notes;

     (7) to provide for or confirm the issuance of Additional Notes;

     (8) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company;

     (9) to add any additional Events of Default,

     (10) to comply with the rules of any applicable securities depositary; or

     (11) to make any other change that does not materially and adversely affect the rights of any Holder.

     Section 9.02. Amendments With Consent of Holders. (a) Except as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraph (b), the Company and the Trustee may amend the Indenture and the Notes with the written consent

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of the Holders of a majority in principal amount of the outstanding Notes, and the Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company with any provision of the Indenture or the Notes.

     (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder affected, an amendment or waiver may not

     (1) reduce the principal amount of, or premium on, or change the Stated Maturity of any installment of principal of any Note,

     (2) reduce the rate of or change the Stated Maturity of any interest payment on any Note,

     (3) reduce the amount payable upon the redemption of any Note or change, in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed,

     (4) make any Note payable in money other than that stated in the Note, or change the place of payment where coin or currency in which the principal of, or any premium or interest on, any Note is payable,

     (5) impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment,

     (6) make any change in the percentage of the principal amount of the Notes required for amendments or waivers, or

     (7) modify or change any provision of the Indenture affecting the ranking of the Notes in a manner adverse to the Holders of the Notes.

     (c) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.

     (d) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes. After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will send supplemental indentures to Holders upon request. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

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     Section 9.03. Effect of Consent. (a) After an amendment, supplement or waiver becomes effective, it will bind every Holder unless it is of the type requiring the consent of each Holder affected. If the amendment, supplement or waiver is of the type requiring the consent of each Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it and every subsequent Holder of a Note that evidences the same debt as the Note of the consenting Holder.

     (b) If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of the changed terms on the Note and return it to the Holder, or exchange it for a new Note that reflects the changed terms. The Trustee may also place an appropriate notation on any Note thereafter authenticated. However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Notes in this fashion.

     Section 9.04. Trustee’s Rights and Obligations. The Trustee is entitled to receive, and will be fully protected in relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article is authorized or permitted by the Indenture. If the Trustee has received such an Opinion of Counsel, it shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights of the Trustee. The Trustee may, but is not obligated to, execute any amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under the Indenture.

     Section 9.05. Conformity With Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

     Section 9.06. Payments for Consents. Neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

ARTICLE 10
Miscellaneous

     Section 10.01. Trust Indenture Act of 1939. The Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.

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     Section 10.02. Noteholder Communications; Noteholder Actions. (a) The rights of Holders to communicate with other Holders with respect to the Indenture or the Notes are as provided by the Trust Indenture Act, and the Company and the Trustee shall comply with the requirements of Trust Indenture Act Sections 312(a) and 312(b). Neither the Company nor the Trustee will be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

     (b) (1) Any request, demand, authorization, direction, notice, consent to amendment, supplement or waiver or other action provided by this Indenture to be given or taken by a Holder (an “act”) may be evidenced by an instrument signed by the Holder delivered to the Trustee. The fact and date of the execution of the instrument, or the authority of the person executing it, may be proved in any manner that the Trustee deems sufficient.

     (2) The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders.

     (c) Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same debt as the Note of the acting Holder, even if no notation thereof appears on the Note. Subject to paragraph (d), a Holder may revoke an act as to its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective.

     (d) The Company may, but is not obligated to, fix a record date (which need not be within the time limits otherwise prescribed by Trust Indenture Act Section 316(c)) for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only the Trustee may set a record date as to notices of default, any declaration or acceleration or any other remedies or other consequences of the Event of Default. If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date. No act will be valid or effective for more than 90 days after the record date.

     Section 10.03. Notices. (a) Any notice or communication to the Company will be deemed given if in writing (i) when delivered in person or (ii) five days after mailing when mailed by first class mail, or (iii) when sent by facsimile transmission, with transmission confirmed. Any notice to the Trustee will be effective only upon receipt. In each case the notice or communication should be addressed as follows:

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if to the Company:
	Medtronic, Inc.
	710 Medtronic Parkway
	Minneapolis, MN 55432-5604
	Attention: General Counsel
	Tel: (763) 505-3328
	Fax: (763) 514-6982
with a copy to:
	Medtronic, Inc.
	710 Medtronic Parkway
	Minneapolis, MN 55432-5604
	Attention: Treasury Department
	Tel: (763) 505-2693
	Fax: (763) 505-2700
if to the Trustee:
	Wells Fargo Bank, N.A.
	Sixth and Marquette
	MAC N9303-110
	Minneapolis, MN 55479
	Fax: 612-667-2160

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

     (b) Except as otherwise expressly provided with respect to published notices, any notice or communication to a Holder will be deemed given when mailed to the Holder at its address as it appears on the Register by first class mail or, as to any Global Note registered in the name of DTC or its nominee, as agreed by the Company, the Trustee and DTC. Copies of any notice or communication to a Holder, if given by the Company, will be mailed to the Trustee at the same time. Defect in mailing a notice or communication to any particular Holder will not affect its sufficiency with respect to other Holders.

     (c) Where the Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice. Waivers of notice by Holders must be filed with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waivers.

     Section 10.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under the Indenture, the Company will furnish to the Trustee:

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     (1) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the proposed action have been complied with; and

     (2) an Opinion of Counsel stating that all such conditions precedent have been complied with.

     Section 10.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in the Indenture must include:

     (1) a statement that each person signing the certificate or opinion has read the covenant or condition and the related definitions;

     (2) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in the certificate or opinion is based;

     (3) a statement that, in the opinion of each such person, that person has made such examination or investigation as is necessary to enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (4) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with, provided that an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact.

     Section 10.06. Payment Date Other Than a Business Day. If any payment with respect to a payment of any principal of, premium, if any, or interest on any Note (including any payment to be made on any date fixed for redemption or purchase of any Note) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date, and no interest will accrue for the intervening period.

     Section 10.07. Governing Law. The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

     Section 10.08. No Adverse Interpretation of Other Agreements. The Indenture may not be used to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the Company, and no such indenture or loan or debt agreement may be used to interpret the Indenture.

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     Section 10.09. Successors. All agreements of the Company in the Indenture and the Notes will bind its successors. All agreements of the Trustee in the Indenture will bind its successor.

     Section 10.10. Duplicate Originals. The parties may sign any number of copies of the Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     Section 10.11. Separability. In case any provision in the Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

     Section 10.12. Table of Contents and Headings. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of the Indenture have been inserted for convenience of reference only, are not to be considered a part of the Indenture and in no way modify or restrict any of the terms and provisions of the Indenture.

     Section 10.13. No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders. No director, officer, employee, incorporator, member or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

48

SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have caused the Indenture to be duly executed as of the date first written above.

MEDTRONIC, INC. as Issuer
By:
	Name:
	Title:

WELLS FARGO BANK, N.A. as Trustee
By:
	Name:
	Title:

49

EXHIBIT A

[FACE OF NOTE]

Medtronic, Inc.

4.375% Senior Note Due September 15, 2010

[CUSIP] [CINS] _______________

No. $ ______________

     Medtronic, Inc., a Minnesota corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to                                         , or its registered assigns, the principal sum of                      DOLLARS ($___) on September 15, 2010.

     Initial Interest Rate: 4.375% per annum.

     Interest Payment Dates: March 15 and September 15, commencing March 15, 2006.

     Regular Record Dates: March 1 and September 1.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

A-1

     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date:	Medtronic, Inc.
	By:
		Name:
		Title:

A-2

(Form of Trustee’s Certificate of Authentication)

     This is one of the 4.375% Senior Notes Due September 15, 2010 described in the Indenture referred to in this Note.

Wells Fargo Bank, N.A., as Trustee
By:
	Authorized Signatory

A-3

[REVERSE SIDE OF NOTE]

Medtronic, Inc.

4.375% Senior Note Due September 15, 2010

1. Principal and Interest.

     The Company promises to pay the principal of this Note on September 15, 2010.

     The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 4.375% per annum (subject to adjustment as provided below).

     Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the March 1 or September 1 immediately preceding the interest payment date) on each interest payment date, commencing March 15, 2006.

     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated September 15, 2005, between the Company and the Initial Purchasers named therein (the "Registration Rights Agreement”). In the event that (a) the Company has not filed the Exchange Offer Registration Statement within 90 days following the Issue Date; or (b) the Exchange Offer Registration Statement is not declared effective within 180 days following the Issue Date, or if a Shelf Registration Statement is required to be filed under the Exchange and Registration Rights Agreement, the Shelf Registration Statement is not declared effective within 225 days following the date of original issuance of the Notes; or (c) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer; or (d) any registration statement required by the Exchange and Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted therein) without being succeeded immediately by an additional registration statement filed and declared effective (all terms as defined in the Registration Rights Agreement and any such event referred to in clauses (a) through (d), the “Registration Default”), for the period from the occurrence of the Registration default (but only with respect to one Registration Default at any particular time) until such time as no Registration Default is in effect, the interest rate on this Note will increase by a rate of 0.25% per annum for the first 90-day period following the occurrence of such Registration Default which increase shall increase to a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default period.

     Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note

A-4

is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months.

     The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 2% in excess of 4.375%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

2. Indentures.

     This is one of the Notes issued under an Indenture dated as of September 15, 2005 (as amended from time to time, the “Indenture”), between the Company and Wells Fargo Bank, N.A., as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.

     The Notes are general unsecured obligations of the Company. Additional Notes may be issued pursuant to the Indenture (as provided for in Section 8 hereof), and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class.

3. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

     This Note is subject to optional redemption, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note.

     If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

4. Registered Form; Denominations; Transfer; Exchange.

A-5

     The Notes are in registered form without coupons in denominations of $2,000 principal amount and any multiple of $1,000 in excess of $2,000. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

5. Defaults and Remedies.

     If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.

6. Amendment and Waiver.

     Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency if such amendment or supplement does not adversely affect the interests of the Holders in any material respect.

7. Authentication.

     This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.

8. Additional Issuances

     The Company may from time to time, without the consent of the Holders of the Notes, issue additional senior debt securities, having the same ranking and the same interest rate, maturity and other terms as this Note except for the issue price and issue date and in some cases, the first interest payment date. Any such additional senior debt securities will, together with the then outstanding Notes of such series, constitute a single class of Notes under the Indenture. No additional Notes of a series may be issued if an Event of Default has occurred and is continuing with respect to such series of the Notes.

A-6

9. Governing Law.

     This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

10. Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

     The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

A-7

[FORM OF TRANSFER NOTICE]

     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

A-8

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

     In connection with any transfer of this Note occurring prior to                     , the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

o     (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit G to the Indenture is being furnished herewith.

o      (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.

or

o      (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

     If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:
		Seller
		By
	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

A-9

Signature Guarantee:1
	By
	To be executed by an executive officer

¹ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-10

EXHIBIT B

[FACE OF NOTE]

Medtronic, Inc.

4.750% Senior Note Due September 15, 2015

[CUSIP] [CINS]                     

No. $                    

     Medtronic, Inc., a Minnesota corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to                                         , or its registered assigns, the principal sum of                      DOLLARS ($                    ) on September 15, 2015.

     Initial Interest Rate: 4.750% per annum.

     Interest Payment Dates: March 15 and September 15, commencing March 15, 2006.

     Regular Record Dates: March 1 and September 1.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

B-1

     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date:	Medtronic, Inc.
	By:
		Name:
		Title:

B-2

(Form of Trustee’s Certificate of Authentication)

     This is one of the 4.750% Senior Notes Due September 15, 2015 described in the Indenture referred to in this Note.

Wells Fargo Bank, N.A., as Trustee
By:
	Authorized Signatory

B-3

[REVERSE SIDE OF NOTE]

Medtronic, Inc.

4.750% Senior Note Due September 15, 2015

1. Principal and Interest.

     The Company promises to pay the principal of this Note on September 15, 2015.

     The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 4.750% per annum (subject to adjustment as provided below).

     Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the March 1 or September 1 immediately preceding the interest payment date) on each interest payment date, commencing March 15, 2006.

     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated September 15, 2005, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that (a) the Company has not filed the Exchange Offer Registration Statement within 90 days following the Issue Date; or (b) the Exchange Offer Registration Statement is not declared effective within 180 days following the Issue Date, or if a Shelf Registration Statement is required to be filed under the Exchange and Registration Rights Agreement, the Shelf Registration Statement is not declared effective within 225 days following the date of original issuance of the Notes; or (c) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer; or (d) any registration statement required by the Exchange and Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted therein) without being succeeded immediately by an additional registration statement filed and declared effective (all terms as defined in the Registration Rights Agreement and any such event referred to in clauses (a) through (d), the “Registration Default”), for the period from the occurrence of the Registration default (but only with respect to one Registration Default at any particular time) until such time as no Registration Default is in effect, the interest rate on this Note will increase by a rate of 0.25% per annum for the first 90-day period following the occurrence of such Registration Default which increase shall increase to a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default period.

     Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note

B-4

is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months.

     The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 2% in excess of Ÿ%. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

2. Indentures.

     This is one of the Notes issued under an Indenture dated as of September Ÿ, 2005 (as amended from time to time, the “Indenture”), between the Company and Wells Fargo Bank, N.A., as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.

     The Notes are general unsecured obligations of the Company. Additional Notes may be issued pursuant to the Indenture (as provided for in Section 8 hereof), and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class.

3. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

     This Note is subject to optional redemption, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note.

     If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

4. Registered Form; Denominations; Transfer; Exchange.

B-5

     The Notes are in registered form without coupons in denominations of $2,000 principal amount and any multiple of $1,000 in excess of $2,000. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

5. Defaults and Remedies.

     If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.

6. Amendment and Waiver.

     Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency if such amendment or supplement does not adversely affect the interests of the Holders in any material respect.

7. Authentication.

     This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.

8. Additional Issuances

     The Company may from time to time, without the consent of the Holders of the Notes, issue additional senior debt securities, having the same ranking and the same interest rate, maturity and other terms as this Note except for the issue price and issue date and in some cases, the first interest payment date. Any such additional senior debt securities will, together with the then outstanding Notes of such series, constitute a single class of Notes under the Indenture. No additional Notes of a series may be issued if an Event of Default has occurred and is continuing with respect to such series of the Notes.

B-6

9. Governing Law.

     This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

10. Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

     The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

B-7

[FORM OF TRANSFER NOTICE]

     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

B-8

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

     In connection with any transfer of this Note occurring prior to                     , the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

o     (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit H to the Indenture is being furnished herewith.

o      (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit F to the Indenture is being furnished herewith.

or

o      (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

     If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:
		Seller
		By
	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

B-9

Signature Guarantee:2
	By
	To be executed by an executive officer

² Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

B-10

EXHIBIT C

RESTRICTED LEGEND

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

     (1) REPRESENTS THAT

     (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,

     (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR

     (C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

     (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

     (A) TO THE COMPANY,

     (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

     (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

     (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR

C-1

     (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

C-2

EXHIBIT D

DTC LEGEND

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

     [TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.]

D-1

EXHIBIT E

Regulation S Certificate for 2010 Senior Note

_________, ____

Wells Fargo Bank, N.A.
Sixth and Marquette
MAC N9303-110
Minneapolis, MN 55479

Attention: Corporate Trust Administration

Re:	Medtronic, Inc.
	4.375% Senior Notes due September 15, 2010 (the “2010 Notes”)
	Issued under the Indenture (the “Indenture”) dated as as of September 15, 2005

Ladies and Gentlemen:

     Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.

[CHECK A OR B AS APPLICABLE.]

o  A. This Certificate relates to our proposed transfer of $___principal amount of 2010 Notes issued under the Indenture. We hereby certify as follows:

1.

The offer and sale of the 2010 Notes was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad.

2.

Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b)

E-1

	the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.
3.	Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the 2010 Notes.
4.	The proposed transfer of 2010 Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.
5.	If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the 2010 Notes, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.

o  B. This Certificate relates to our proposed exchange of $___principal amount of 2010 Notes issued under the Indenture for an equal principal amount of 2010 Notes to be held by us. We hereby certify as follows:

1.	At the time the offer and sale of the 2010 Notes was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.
2.	Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States.
3.	The proposed exchange of 2010 Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.

E-2

     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours, [NAME OF SELLER (FOR TRANSFERS)   OR OWNER (FOR EXCHANGES)]
By:
	Name:
	Title:   Address:

Date:                                         

E-3

EXHIBIT F

Regulation S Certificate for 2015 Senior Note

_________, ____

Wells Fargo Bank, N.A.
Sixth and Marquette
MAC N9303-110
Minneapolis, MN 55479
Attention: Corporate Trust Administration

Re:	Medtronic, Inc.
	4.750% Senior Notes due September 15, 2015 (the “2015 Notes”)
	Issued under the Indenture (the “Indenture”) dated as as of September 15, 2005

Ladies and Gentlemen:

     Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.

     [CHECK A OR B AS APPLICABLE.]

o  A. This Certificate relates to our proposed transfer of $___ principal amount of 2015 Notes issued under the Indenture. We hereby certify as follows:

1.

The offer and sale of the 2015 Notes was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad.

2.

Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b)

F-1

	the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.
3.	Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the 2015 Notes.
4.	The proposed transfer of 2015 Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.
5.	If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the 2015 Notes, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.

o  B. This Certificate relates to our proposed exchange of $___ principal amount of 2015 Notes issued under the Indenture for an equal principal amount of 2015 Notes to be held by us. We hereby certify as follows:

1.	At the time the offer and sale of the 2015 Notes was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.
2.	Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States.
3.	The proposed exchange of 2015 Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.

F-2

     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours, [NAME OF SELLER (FOR TRANSFERS)   OR OWNER (FOR EXCHANGES)]
By:
	Name:
	Title:   Address:

Date:                                         

F-3

EXHIBIT G

Rule 144A Certificate for 2010 Senior Note

_________, ____

Wells Fargo Bank, N.A.
Sixth and Marquette
MAC N9303-110
Minneapolis, MN 55479
Attention: Corporate Trust Administration

Re:	Medtronic, Inc.
	4.375% Senior Notes due September 15, 2010 (the “2010 Notes”)
	Issued under the Indenture (the “Indenture”) dated as as of September 15, 2005

Ladies and Gentlemen:

     TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

     This Certificate relates to:

     [CHECK A OR B AS APPLICABLE.]

o  A.	Our proposed purchase of $___ principal amount of 2010 Notes issued under the Indenture.
o  B.	Our proposed exchange of $___ principal amount of 2010 Notes issued under the Indenture for an equal principal amount of 2010 Notes to be held by us.

     We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of                     , 200_, which is a date on or since close of our most recent fiscal year. We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of 2010 Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

G-1

     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours, [NAME OF PURCHASER (FOR TRANSFERS) OR   OWNER (FOR EXCHANGES)]
By:
	Name:
	Title:   Address:

Date:                                         

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EXHIBIT H

Rule 144A Certificate for 2015 Senior Note

_________, ____

Wells Fargo Bank, N.A.
Sixth and Marquette
MAC N9303-110
Minneapolis, MN 55479
Attention: Corporate Trust Administration

Re:	Medtronic, Inc.
	4.750% Senior Notes due September 15, 2015 (the “2015 Notes”)
	Issued under the Indenture (the “Indenture”) dated as as of September 15, 2005

Ladies and Gentlemen:

     TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

     This Certificate relates to:

     [CHECK A OR B AS APPLICABLE.]

o  A.	Our proposed purchase of $___ principal amount of 2015 Notes issued under the Indenture.
o  B.	Our proposed exchange of $___ principal amount of 2015 Notes issued under the Indenture for an equal principal amount of 2015 Notes to be held by us.

     We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of                     , 200_, which is a date on or since close of our most recent fiscal year. We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of 2015 Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

H-1

     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Very truly yours, [NAME OF PURCHASER (FOR   TRANSFERS) OR OWNER (FOR   EXCHANGES)]
By:
	Name:
	Title:   Address:

Date:                                         

H-2

EXHIBIT I

[COMPLETE FORM I OR FORM II AS APPLICABLE.]

[FORM I]

Certificate of Beneficial Ownership for 2010 Senior Note

To: Wells Fargo Bank, N.A.
Sixth and Marquette
MAC N9303-110
Minneapolis, MN 55479

         Attention: Corporate Trust Administration OR

[Name of DTC Participant]]
Re:	Medtronic, Inc.
	4.375% Senior Notes due September 15, 2010 (the “2010 Notes”) Issued under the Indenture (the “Indenture”) dated as of September 15, 2005

Ladies and Gentlemen:

     We are the beneficial owner of $___ principal amount of 2010 Notes issued under the Indenture and represented by a Temporary Offshore Global Note (as defined in the Indenture).

     We hereby certify as follows:

[CHECK A OR B AS APPLICABLE.]

o  A.	We are a non-U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended).
o  B.	We are a U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended) that purchased the 2010 Notes in a transaction that did not require registration under the Securities Act of 1933, as amended.

     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

I-1

Very truly yours, [NAME OF BENEFICIAL OWNER]
By:
	Name:
	Title:   Address:

Date:                                         

[FORM II]

Certificate of Beneficial Ownership for 2010 Senior Note

To:	Wells Fargo Bank, N.A.
	Sixth and Marquette
	MAC N9303-110
	Minneapolis, MN 55479
	Attention: Corporate Trust Administration
Re:	Medtronic, Inc.
	4.375% Senior Notes due September 15, 2010 (the “2010 Notes”)
	Issued under the Indenture (the “Indenture”) dated as as of September 15, 2005

Ladies and Gentlemen:

     This is to certify that based solely on certifications we have received in writing, by tested telex or by electronic transmission from Institutions appearing in our records as persons being entitled to a portion of the principal amount of 2010 Notes represented by a Temporary Offshore Global Note issued under the above-referenced Indenture, that as of the date hereof, $___ principal amount of 2010 Notes represented by the Temporary Offshore Global Note being submitted herewith for exchange is beneficially owned by persons that are either (i) non-U.S. persons (within the meaning of Regulation S under the Securities Act of 1933, as amended) or (ii) U.S. persons that purchased the 2010 Notes in a transaction that did not require registration under the Securities Act of 1933, as amended.

     We further certify that (i) we are not submitting herewith for exchange any portion of such Temporary Offshore Global Note excepted in such certifications and (ii) as of the date hereof we have not received any notification from any Institution to the effect that the statements made by such Institution with respect

I-2

to any portion of such Temporary Offshore Global Note submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.

     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Yours faithfully, [Name of DTC Participant]
By:
	Name:
	Title:   Address:

Date:                                         

I-3

EXHIBIT J

[COMPLETE FORM I OR FORM II AS APPLICABLE.]

[FORM I]

Certificate of Beneficial Ownership for 2015 Senior Note

To: Wells Fargo Bank, N.A.
Sixth and Marquette
MAC N9303-110
Minneapolis, MN 55479

Attention: Corporate Trust Administration OR

[Name of DTC Participant]]
Re:	Medtronic, Inc.
	4.750% Senior Notes due September 15, 2015 (the “2015 Notes”) Issued under the Indenture (the “Indenture”) dated as of September 15, 2005

Ladies and Gentlemen:

     We are the beneficial owner of $___ principal amount of 2015 Notes issued under the Indenture and represented by a Temporary Offshore Global Note (as defined in the Indenture).

     We hereby certify as follows:

     [CHECK A OR B AS APPLICABLE.]

o  A.	We are a non-U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended).
o  B.	We are a U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended) that purchased the 2015 Notes in a transaction that did not require registration under the Securities Act of 1933, as amended.

     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

J-1

Very truly yours, [NAME OF BENEFICIAL OWNER]
By:
	Name:
	Title:   Address:

Date:                                         

[FORM II]

Certificate of Beneficial Ownership for 2015 Senior Note

To:	Wells Fargo Bank, N.A.
	Sixth and Marquette
	MAC N9303-110
	Minneapolis, MN 55479
	Attention: Corporate Trust Administration
Re:	Medtronic, Inc.
	4.750% Senior Notes due September 15, 2015 (the “2015 Notes”)
	Issued under the Indenture (the “Indenture”) dated as as of September 15, 2005

Ladies and Gentlemen:

     This is to certify that based solely on certifications we have received in writing, by tested telex or by electronic transmission from Institutions appearing in our records as persons being entitled to a portion of the principal amount of 2015 Notes represented by a Temporary Offshore Global Note issued under the above-referenced Indenture, that as of the date hereof, $___ principal amount of 2015 Notes represented by the Temporary Offshore Global Note being submitted herewith for exchange is beneficially owned by persons that are either (i) non-U.S. persons (within the meaning of Regulation S under the Securities Act of 1933, as amended) or (ii) U.S. persons that purchased the 2015 Notes in a transaction that did not require registration under the Securities Act of 1933, as amended.

     We further certify that (i) we are not submitting herewith for exchange any portion of such Temporary Offshore Global Note excepted in such certifications and (ii) as of the date hereof we have not received any notification from any Institution to the effect that the statements made by such Institution with respect

J-2

to any portion of such Temporary Offshore Global Note submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.

     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

Yours faithfully, [Name of DTC Participant]
By:
	Name:
	Title:   Address:

Date:                                         

J-3

EXHIBIT K

THIS NOTE IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.

NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNTIL SUCH BENEFICIAL INTEREST IS EXCHANGED OR TRANSFERRED FOR AN INTEREST IN ANOTHER NOTE

EX-4.2

Exhibit 4.2

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

Medtronic, Inc.

4.375% Senior Note, Series B Due September 15, 2010

CUSIP:                                        

No.                                                                                                                              $                                 & nbsp;      

     Medtronic, Inc., a Minnesota corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & Co., or its registered assigns, the principal sum of                                          on September 15, 2010.

     Initial Interest Rate: 4.375% per annum.

     Interest Payment Dates: March 15 and September 15, commencing March 15, 2006.

     Regular Record Dates: March 1 and September 1.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date: January ___, 2006	Medtronic, Inc.
	By:
		Name:	Gary Ellis
		Title:	Senior Vice President
			and Chief Financial
			Officer

     This is one of the 4.375% Senior Notes, Series B Due September 15, 2010 described in the Indenture referred to in this Note.

Wells Fargo Bank, N.A., as Trustee
By:
	Authorized Signatory

[REVERSE SIDE OF NOTE]

Medtronic, Inc.

4.375% Senior Note, Series B Due September 15, 2010

1. Principal and Interest.

     The Company promises to pay the principal of this Note on September 15, 2010.

     The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 4.375% per annum (subject to adjustment as provided below).

     Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the March 1 or September 1 immediately preceding the interest payment date) on each interest payment date, commencing March 15, 2006.

     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated September 15, 2005, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that (a) the Company has not filed the Exchange Offer Registration Statement within 90 days following the Issue Date; or (b) the Exchange Offer Registration Statement is not declared effective within 180 days following the Issue Date, or if a Shelf Registration Statement is required to be filed under the Exchange and Registration Rights Agreement, the Shelf Registration Statement is not declared effective within 225 days following the date of original issuance of the Notes; or (c) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer; or (d) any registration statement required by the Exchange and Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted therein) without being succeeded immediately by an additional registration statement filed and declared effective (all terms as defined in the Registration Rights Agreement and any such event referred to in clauses (a) through (d), the “Registration Default”), for the period from the occurrence of the Registration default (but only with respect to one Registration Default at any particular time) until such time as no Registration Default is in effect, the interest rate on this Note will increase by a rate of 0.25% per annum for the first 90-day period following the occurrence of such Registration Default which increase shall increase to a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default period.

     Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months.

     The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 2% in excess of 4.375%. Interest not paid when due

and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

2. Indentures.

     This is one of the Notes issued under an Indenture dated as of September 15, 2005 (as amended from time to time, the “Indenture”), between the Company and Wells Fargo Bank, N.A., as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.

     The Notes are general unsecured obligations of the Company. Additional Notes may be issued pursuant to the Indenture (as provided for in Section 8 hereof), and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class.

3. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

     This Note is subject to optional redemption, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note.

     If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

4. Registered Form; Denominations; Transfer; Exchange.

     The Notes are in registered form without coupons in denominations of $2,000 principal amount and any multiple of $1,000 in excess of $2,000. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

5. Defaults and Remedies.

     If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and

is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.

6. Amendment and Waiver.

     Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency if such amendment or supplement does not adversely affect the interests of the Holders in any material respect.

7. Authentication.

     This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.

8. Additional Issuances

     The Company may from time to time, without the consent of the Holders of the Notes, issue additional senior debt securities, having the same ranking and the same interest rate, maturity and other terms as this Note except for the issue price and issue date and in some cases, the first interest payment date. Any such additional senior debt securities will, together with the then outstanding Notes of such series, constitute a single class of Notes under the Indenture. No additional Notes of a series may be issued if an Event of Default has occurred and is continuing with respect to such series of the Notes.

9. Governing Law.

     This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

10. Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

     The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

[FORM OF TRANSFER NOTICE]

     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

EX-4.3

Exhibit 4.3

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

Medtronic, Inc.

4.750% Senior Note, Series B Due September 15, 2015

CUSIP:                                        

No.                                                                                                                              $                                 & nbsp;      

     Medtronic, Inc., a Minnesota corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & Co., or its registered assigns, the principal sum of                                          on September 15, 2015.

     Initial Interest Rate: 4.750% per annum.

     Interest Payment Dates: March 15 and September 15, commencing March 15, 2006.

     Regular Record Dates: March 1 and September 1.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date: January ___, 2006	Medtronic, Inc.
	By:
		Name:	Gary Ellis
		Title:	Senior Vice President
			and Chief Financial
			Officer

     This is one of the 4.750% Senior Notes, Series B Due September 15, 2015 described in the Indenture referred to in this Note.

Wells Fargo Bank, N.A., as Trustee
By:
	Authorized Signatory

[REVERSE SIDE OF NOTE]

Medtronic, Inc.

4.750% Senior Note, Series B Due September 15, 2015

1. Principal and Interest.

     The Company promises to pay the principal of this Note on September 15, 2015.

     The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 4.750% per annum (subject to adjustment as provided below).

     Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the March 1 or September 1 immediately preceding the interest payment date) on each interest payment date, commencing March 15, 2006.

     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated September 15, 2005, between the Company and the Initial Purchasers named therein (the “Registration Rights Agreement”). In the event that (a) the Company has not filed the Exchange Offer Registration Statement within 90 days following the Issue Date; or (b) the Exchange Offer Registration Statement is not declared effective within 180 days following the Issue Date, or if a Shelf Registration Statement is required to be filed under the Exchange and Registration Rights Agreement, the Shelf Registration Statement is not declared effective within 225 days following the date of original issuance of the Notes; or (c) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer; or (d) any registration statement required by the Exchange and Registration Rights Agreement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted therein) without being succeeded immediately by an additional registration statement filed and declared effective (all terms as defined in the Registration Rights Agreement and any such event referred to in clauses (a) through (d), the “Registration Default”), for the period from the occurrence of the Registration default (but only with respect to one Registration Default at any particular time) until such time as no Registration Default is in effect, the interest rate on this Note will increase by a rate of 0.25% per annum for the first 90-day period following the occurrence of such Registration Default which increase shall increase to a per annum rate of 0.50% thereafter for the remaining portion of the Registration Default period.

     Interest on this Note will accrue from the most recent date to which interest has been paid on this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months.

     The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 2% in excess of 4.750%. Interest not paid when due

and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

2. Indentures.

     This is one of the Notes issued under an Indenture dated as of September 15, 2005 (as amended from time to time, the “Indenture”), between the Company and Wells Fargo Bank, N.A., as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.

     The Notes are general unsecured obligations of the Company. Additional Notes may be issued pursuant to the Indenture (as provided for in Section 8 hereof), and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class.

3. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

     This Note is subject to optional redemption, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note.

     If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

4. Registered Form; Denominations; Transfer; Exchange.

     The Notes are in registered form without coupons in denominations of $2,000 principal amount and any multiple of $1,000 in excess of $2,000. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

5. Defaults and Remedies.

     If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and

is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.

6. Amendment and Waiver.

     Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency if such amendment or supplement does not adversely affect the interests of the Holders in any material respect.

7. Authentication.

     This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.

8. Additional Issuances

     The Company may from time to time, without the consent of the Holders of the Notes, issue additional senior debt securities, having the same ranking and the same interest rate, maturity and other terms as this Note except for the issue price and issue date and in some cases, the first interest payment date. Any such additional senior debt securities will, together with the then outstanding Notes of such series, constitute a single class of Notes under the Indenture. No additional Notes of a series may be issued if an Event of Default has occurred and is continuing with respect to such series of the Notes.

9. Governing Law.

     This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

10. Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

     The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

[FORM OF TRANSFER NOTICE]

     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

EX-5.1

Exhibit 5.1

December 6, 2005

Medtronic, Inc.
710 Medtronic Parkway,
Minneapolis, Minnesota 55432

Ladies and Gentlemen:

     We are acting as corporate counsel to Medtronic, Inc. (the “Company”) in connection with the preparation and filing of a Registration Statement on Form S-4 (the “Registration Statement”) on or about December 6, 2005 relating to up to $400,000,000 aggregate principal amount of 4.375% Senior Notes, Series B due 2010 and up to $600,000,000 aggregate principal amount of 4.750% Senior Notes, Series B due 2015 of the Company (“New Notes”) that may be issued in exchange for up to $400,000,000 aggregate principal amount of issued and outstanding 4.375% Senior Notes due 2010 and up to $600,000,000 aggregate principal amount of 4.750% Senior Notes due 2015 (“Old Notes”). The Company proposed to offer, upon the terms set forth in the Registration Statement, to exchange $2,000 principal amount of New Notes for each $2,000 principal amount of the Old Notes and in integral multiples of $1,000 in excess of $2,000 (the “Exchange Offer”). The New Notes will be issued under an Indenture (the “Indenture”), to be entered into between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

     In acting as such counsel for the purpose of rendering this opinion, we have reviewed copies of the following, as presented to us by the Company:

1.	The Company’s Amended and Restated Articles of Incorporation, as amended;
2.	The Company’s Amended Bylaws;
3.	Certain corporate resolutions of the Company’s Board of Directors pertaining to the Exchange Offer;
4.	The Registration Statement;
5.	A form of the new global note (the “New Global Note”) representing the New Notes; and
6.	The Indenture dated as of September 15, 2005 (the “Indenture”) between the Company and the Trustee relating to the New Notes.

     As to various matters of fact material to this opinion letter, we have relied upon statements and certificates of officers of the Company or of public officials, including those delivered to others in connection with the issuance of the New Notes. We have examined the originals or copies of such corporate documents and records and other certificates, opinions and instruments and have made such other investigation as we have deemed necessary in connection with the opinions hereinafter set forth.

     We have assumed, among other things, the genuineness of all signatures and authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. In examining documents, we have assumed that parties executing the same, other than the Company, have all necessary power to enter into and perform all of their obligations thereunder and have also assumed the due authorization by all requisite action of the execution, delivery and performance of such documents by such parties, that such documents are legal, valid, binding and enforceable obligations of such parties in accordance with their respective terms and that the representations and warranties made in such documents by such parties are true and correct. We have also assumed that each natural person executing any document relating to the matters covered by this opinion letter has the capacity and is legally competent to do so and that each of the documents and agreements involved in any matter covered by this opinion letter accurately describes the mutual understanding of the parties as to all matters contained therein and that no other agreements or understandings exist between the parties relating to the transactions contemplated by such document or agreement.

     Based on, and subject to, the foregoing and upon representations and information provided by the Company or its officers or directors, it is our opinion as of this date that the New Notes have been duly authorized by all necessary corporate action on the part of the Company and, when duly executed by the Company, authenticated by the Trustee and delivered in accordance with the terms of the Indenture and as contemplated by the Registration Statement, will constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms.

     Our opinions expressed above are specifically subject to the following additional limitations, exceptions, qualifications and assumptions:

1.	The effect of the laws of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, and other similar laws now or hereinafter in effect relating to or affecting the rights and remedies of creditors.
2.	The effect of general principles of equity and similar principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, public policy and unconscionability, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether considered in a proceeding in equity or at law.
3.	The unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy.
4.	The effect of Minnesota, New York and federal laws relating to usury or permissible rates of interest for loans, forbearances or the use of money.

5. The opinions expressed herein are limited to the corporate laws of the State of Minnesota (excluding its conflict of law principles), the corporate laws of the States of Minnesota and New York, and the federal laws of the United States. We express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

     This opinion letter is rendered as of the date first written above for your benefit in connection with the Registration Statement and may not be delivered to, quoted or relied upon by any person other than you, or for any other purpose, without our prior written consent. Our opinions are expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company. We assume no obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.

Very truly yours,

FREDRIKSON & BYRON, P.A.

/s/  Melodie R. Rose

By: Melodie R. Rose, Vice President

EX-8.1

Exhibit 8.1

December 6, 2005

Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, Minnesota 55432

Ladies and Gentlemen:

     We are acting as tax counsel to Medtronic, Inc. (the “Company”) in connection with the preparation and filing of a Registration Statement on Form S-4 (the “Registration Statement”) on or about December 6, 2005, to which this opinion is filed as an Exhibit, relating to up to $400,000,000 aggregate principal amount of 4.375% Senior Notes, Series B due 2010 and up to $600,000,000 aggregate principal amount of 4.750% Senior Notes, Series B due 2015 of the Company that may be issued in exchange for up to $400,000,000 aggregate principal amount of issued and outstanding 4.375% Senior Notes due 2010 and up to $600,000,000 aggregate principal amount of 4.750% Senior Notes due 2015. We hereby confirm to you that the discussion set forth under the heading “Material United States Federal Income Tax Considerations” therein is our opinion, subject to the limitations set forth therein.

     We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

Very truly yours,

FREDRIKSON & BYRON, P.A.

/s/ Thomas W. Garton

By: Thomas W. Garton, Vice President

EX-12.1

Exhibit 12.1

MEDTRONIC, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

     The ratio of earnings to fixed charges for the fiscal years ended April 29, 2005, April 30, 2004, April 25, 2003, April 26, 2002 and April 27, 2001 was computed based on Medtronic’s historical consolidated financial information. The ratio of earnings to fixed charges for the six-months ended October 28, 2005 was computed based on Medtronic’s historical consolidated financial information included in Medtronic’s most recent Quarterly Report on Form 10-Q incorporated by reference.

	Six Months Ended			Year Ended			Year Ended		Year Ended			Year Ended			Year Ended
	October 28, 2005			April 29, 2005			April 30, 2004		April 25, 2003			April 26, 2002			April 27, 2001(1)
Earnings:
Income Before Extraordinary Items and Cumulative Effect of Accounting Changes	$	1,137.1		$	1,803.9		$	1,959.3	$	1,599.8		$	984.0		$	1,046.0
Income Taxes		119.4			739.6			837.6		741.5			540.2			503.4
Minority Interest		(0.1	)		(0.5	)		2.5		(0.7	)		3.0			1.4
Amortization of Capitalized Interest		0.1			0.1			0.1		0.1			0.1			0.1
Capitalized Interest(2)		(0.5	)		(1.1	)		—		(0.9	)		(0.3	)		(3.5	)
	$	1,256.0		$	2,542.0		$	2,799.5	$	2,339.8		$	1,527.0		$	1,547.4
Fixed Charges:
Interest expense(3)	$	49.8		$	55.1		$	56.5	$	47.2		$	45.2		$	17.6
Capitalized Interest(2)		0.5			1.1			—		0.9			0.3			3.5
Amortization of Debt Issuance Costs(4)		1.7			0.8			—		—			32.0			—
Rent Interest Factor(5)		12.8			23.8			21.0		18.0			16.3			15.5
	$	64.8		$	80.8		$	77.5	$	66.1		$	93.8		$	36.6
Earnings Before Income Taxes and Fixed Charges	$	1,320.8		$	2,622.8		$	2,877.0	$	2,405.9		$	1,620.8		$	1,584.0
Ratio of Earnngs to Fixed Charges		20.4			32.5			37.1		36.4			17.3			43.3

(1)	On December 21, 2000 Medtronic acquired PercuSurge, Inc. This acquisition was accounted for under the pooling of interests method of accounting, and as a result, the ratios of earnings to fixed charges presented above include the effects of the merger.
(2)	Capitalized interest relates to construction projects in process.
(3)	Interest expense consists of interest on indebtedness.
(4)	Represents the amortization of debt issuance costs incurred in connection with (i) the Company’s completion of a $2,012.5 million private placement of 1.25% Contingent Convertible Debentures (Old Debentures) on September 17, 2001 and the completion of a $1,928.2 million private placement of 1.25% Contingent Convertible Debentures, Series B (New Debentures) on January 21, 2005 and (ii) the completion of the private placement of two tranches of Senior Notes on September 13, 2005, collectively the Senior Notes. The Company issued $400.0 million of Senior Notes at 4.375% due 2010 and $600.0 million of Senior Notes at 4.750% due 2015. As of October 28, 2005, $43.2 million of the Old Debentures, $1,928.2 million of the New Debentures and $1,000.0 million of the Senior Notes were outstanding.
(5)	Approximately one-third of rental expense is deemed representative of the interest factor.

EX-23.1

\

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Medtronic, Inc. of our reports dated June 23, 2005 relating to the consolidated financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appear in Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 29, 2005. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
December 6, 2005

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

WELLS FARGO BANK,
NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

	91-1347393 I.R.S. Employer Identification No.
101 North Phillips Avenue
Sioux Falls, South Dakota		57104
(Address of principal executive offices)		(Zip Code)

Wells Fargo & Company
Legal Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

MEDTRONIC, INC.

(Issuer with respect to the Securities)

Minnesota	91-1347393
State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)
710 Medtronic Parkway, Minneapolis, MN	55432
(Address of Principal Executive Offices)	(Zip Code)

4.375% Senior Notes Series B due 2010

4.750% Senior Notes Series B due 2015

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

Federal Reserve Bank of San Francisco
San Francisco, CA 94120

b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.  FOREIGN TRUSTEE. Not applicable.

Item 16.  LIST OF EXHIBITS: List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4. 2004.**
Exhibit 3.	See Exhibit 2.
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the Trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation, file number 022-28721.

**	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation, file number 022-28721.
***	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation, file number 022-28721.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota, on the 6th day of December, 2005.

WELLS FARGO BANK NATIONAL ASSOCIATION
By:	/s/ Steven Gubrud
	Steven R. Gubrud
	Vice President

Exhibit 6

December 6 2005

Securities and Exchange Commission
Washington, D.C. 20549

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,
WELLS FARGO BANK NATIONAL ASSOCIATION
By:	/s/ Steven Gubrud
	Steven R. Gubrud
	Vice President

Exhibit 7
Wells Fargo Bank National Association
Statement of Financial Condition

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business June 30, 2005, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	13,712
Interest-bearing balances			1,968
Securities:
Held-to-maturity securities			0
Available-for-sale securities			24,158
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			1,518
Securities purchased under agreements to resell			905
Loans and lease financing receivables:
Loans and leases held for sale			32,024
Loans and leases, net of unearned income	249,760
LESS: Allowance for loan and lease losses	2,336
Loans and leases, net of unearned income and allowance			247,424
Trading Assets			6,313
Premises and fixed assets (including capitalized leases)			3,676
Other real estate owned			125
Investments in unconsolidated subsidiaries and associated companies			330
Customers’ liability to this bank on acceptances outstanding			94
Intangible assets
Goodwill			8,613
Other intangible assets			9,109
Other assets			14,151
Total assets		$	364,120
LIABILITIES
Deposits:
In domestic offices		$	255,501
Noninterest-bearing	81,024
Interest-bearing	174,477
In foreign offices, Edge and Agreement subsidiaries, and IBFs			28,344
Noninterest-bearing	3
Interest-bearing	28,341
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			9,370
Securities sold under agreements to repurchase			3,423

	Dollar Amounts
	In Millions
Trading liabilities		4,966
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		10,763
Bank’s liability on acceptances executed and outstanding		94
Subordinated notes and debentures		7,038
Other liabilities		10,508
Total liabilities	$	330,007
Minority interest in consolidated subsidiaries		64
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		24,521
Retained earnings		8,517
Accumulated other comprehensive income		491
Other equity capital components		0
Total equity capital		34,049
Total liabilities, minority interest, and equity capital	$	364,120

I, Karen B. Martin, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Karen B. Martin
Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Howard Atkins
Carrie Tolstedt	Directors
Pat Callahan

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

Medtronic, Inc.

Offer to Exchange 4.375% Senior Notes, Series B due 2010 and 4.750% Senior Notes, Series B due 2015 (Which Will be Registered Under the Securities Act of 1933, As Amended, Prior to Closing) For Our $1,000,000,000 Aggregate Principal Amount of 4.375% Senior Notes due 2010 and 4.750% Senior Notes due 2015

Pursuant to the Exchange Offer Described in the Preliminary Prospectus Dated December 6, 2005

THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 6, 2005, UNLESS EXTENDED BY US (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Delivery to:

Wells Fargo Bank, National Association, the Exchange Agent

By Mail, Hand Delivery and Overnight Courier:

Wells Fargo Corporate Trust

c/o The Depository Trust & Clearing Corp.

TADS Department, 1^st Floor

New York, NY 10041

Attn: Medtronic, Inc. Administrator

By Facsimile (for Eligible Institutions only):

(612) 667-6282

Confirmation

(800) 344-5128

      BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THE LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

      Delivery of this instrument to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery. If a delivery is made to Medtronic, Inc. it will not be forwarded to the Exchange Agent and therefore such delivery will not constitute a valid delivery.

      The undersigned acknowledges that he, she or it has received and reviewed the preliminary prospectus, dated December 6, 2005 (as amended or supplemented from time to time, the “Prospectus”), of Medtronic, Inc., a Minnesota corporation (the “Company”), and this Letter of Transmittal, which together constitute the Company’s offer (the “Exchange Offer”) to exchange $2,000 in principal amount of 4.375% Senior Notes, Series B due 2010 and 4.750% Senior Notes, Series B due 2015 (the “New Notes”) for each $2,000 in principal amount of 4.375% Senior Notes dues 2010 and 4.750% Senior Notes due 2015 (the “Old Notes”) of the Company held by the registered holders thereof (the “Holders”). An aggregate of up to $1,000,000,000 principal amount of New Notes will be exchanged for up to a like amount of Old Notes. Delivery of documents to the Depository Trust Company (the “Book-Entry Transfer Facility”) does not constitute delivery to the Exchange Agent.

      For each $2,000 aggregate principal amount of Old Notes accepted for exchange, the Holder of such Old Notes will receive $2,000 aggregate principal amount of New Notes. The New Notes will bear interest from their issuance. Accordingly, Old Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Thus, holders of Old Notes whose Old Notes whose Old Notes are accepted in the exchange

will not receive any payment in respect of accrued but unpaid distributions on those Old Notes through the date of consummation of the Exchange Offer.

      This Letter is to be completed by a Holder of Old Notes. A tender of Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at the Book-Entry Transfer Facility pursuant to the procedures set forth in the section titled “The Exchange Offer — Procedures for Exchange,” in the Prospectus.

      The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.

      The Undersigned understands that acceptance of tendered Old Notes by the Company for exchange will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

      List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the information required below should be listed and attached on a separate signed schedule.

DESCRIPTION OF OLD NOTES
Name(s) and Address(es) of
Registered Holder(s)	Aggregate Principal Amount of Old Notes
or (Please fill in, if blank)	Presently Held Tendered*
Total

o  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: 

Account Number: 

Transaction Code Number: 

o  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE TEN 10 ADDITIONAL COPIES OF THE PROSPECTUS.

Name: 

Address: 

2

      If the undersigned is not a broker-dealer, the undersigned represents that it acquired the New Notes in the ordinary course of its business, is not engaged in, and does not intend to engage in, a distribution of New Notes and it has no arrangements or understandings with any person to participate in a distribution of the New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for the Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

SIGNATURES MUST BE PROVIDED BELOW.

3

Ladies and Gentlemen:

      Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate amount of Old Notes indicated in this Letter of Transmittal. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby.

      The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered Old Notes with full knowledge that the Exchange Agent also acts as an agent for the Company, with full power of substitution, among other things, to cause the Old Notes to be assigned, transferred and exchanged. The undersigned hereby covenants, represents and warrants that:

•  the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Old Notes tendered hereby, and to acquire New Notes issuable upon the exchange of such tendered Old Notes;

•  when the Old Notes are accepted for exchange, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the Old Notes, and not subject to any adverse claim or right when the same are accepted by the Company;

•  any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned;

•  neither the Holder of such Old Notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution of such New Notes.

•  neither the Holder of such Old Notes nor any such other person is an “affiliate” of the Company, as defined in Rule 405 under the Securities Act;

•  the undersigned agrees that tenders of Old Notes pursuant to any of the procedures described in the accompanying instructions will constitute the undersigned’s acceptance of the terms and conditions of the Exchange Offer; and

•  the undersigned has a “net long position,” within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, in the Old Notes or equivalent securities at least equal to the Old Notes being tendered, and the tender of the Old Notes complies with Rule 14e-4.

      The New Notes issued pursuant to the Exchange Offer in exchange for the Old Notes may be offered for resale, resold and otherwise transferred by any Holder thereof (other than any such holder that is an “affiliate” of the Company or any of the guarantor subsidiaries of the Old Notes or the New Notes, within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such Holders’ business and such Holder has no arrangement with any person to participate in the distribution of such New Notes. are not holding any Old Notes that have the status of, or are reasonably likely to have the status of, an unsold allotment in the initial offering, and such Holders have no arrangement with any person to participate in the distribution of such New Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If any Holder is an affiliate of the Company, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offer, such Holder must comply with the registration and prospectus delivery requirements of the Securities Act n connection with any resale transactions. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

4

      The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the section titled “The Exchange Offer — Withdrawal of Tenders” in the Prospectus.

      Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please credit the account indicated above maintained at the Book-Entry Transfer Facility.

      THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

5

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 2 and 3)

     To be completed ONLY if the New Notes not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

     Issue New Notes to:

Name: 

(Please Type or Print)

(Please Type or Print)

Address: 

(Include Zip Code)

(Complete Substitute Form W-9)

o  Credit unexchanged Old Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(Book-Entry Transfer Facility Account Number,

if applicable)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 2 and 3)

     To be completed ONLY if the New Notes are to be delivered to someone other than the registered holder of the Old Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above.

     Deliver New Notes to:

Name(s): 

(Please Type or Print)

(Please Type or Print)

Address: 

(Include Zip Code)

(Complete Substitute Form W-9)

(Book-Entry Transfer Facility Account Number,

if applicable)

6

PLEASE SIGN HERE TO TENDER YOUR OLD NOTES

(To be completed by all Tendering Holders)

(Complete accompanying substitute Form W-9 below)

Signature(s) of Owner(s)

Date

Area Code and Telephone Number

     If a Holder is tendering any Old Notes, this Letter of Transmittal must be signed by the registered Holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by any person(s) authorized to become registered Holder(s) by endorsements and documents transmitted herewith. If signature is by an attorney-in-fact, trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. SEE INSTRUCTION 2.

Name(s) 

(Please Type or Print)

Capacity or Title: 

Address: 

(Include Zip Code)

SIGNATURE GUARANTEE

(IF REQUIRED BY INSTRUCTION 2)

Signature(s) Guaranteed by

an Eligible Institution: 

(Authorized Signature)

(Title)

(Name and Firm)

Date 

Area Code and Telephone Number 

      IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF, OR AN ELECTRONIC CONFIRMATION PURSUANT TO DTC’S ATOP SYSTEM (TOGETHER WITH A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

      PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

7

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

      1.     DELIVERY OF THIS LETTER OF TRANSMITTAL. This Letter of Transmittal, or an electronic confirmation pursuant to Depository Trust Company’s ATOP system, is to be completed by Holders of Old Notes for tenders that are made pursuant to the procedures for delivery by book-entry transfer set forth in the section titled “The Exchange Offer — Procedures for Tendering” in the Prospectus. Book-Entry Confirmation as well as a properly completed and duly executed Letter (or manually signed facsimile hereof), or an electronic confirmation pursuant to The Depository Trust Company’s ATOP system, and any other required documents, including any required signature guarantees, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. The book-entry transfer of Old Notes must be accompanied by an agent’s message (an “Agent’s Message”) confirming that DTC has received express acknowledgment from the Holder that such Holder agrees to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against such Holder. Electronic confirmation pursuant to DTC’s ATOP system must also include an express acknowledgment (an “Express Acknowledgment”) by the Holder that such Holder has received and agreed to be bound by the Letter of Transmittal and that the Letter of Transmittal may be enforced against such Holder. Old Notes tendered hereby must be in denominations of amount of $1,000 and any integral multiple thereof.

      The delivery of the Old Notes and all other required documents will be deemed made only when confirmed by the Exchange Agent.

      See the section titled “The Exchange Offer,” in the Prospectus.

      2. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the registered Holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as it appears on a security position listing as the Holder of such Old Notes in the DTC system without any change whatsoever.

      If any tendered Old Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal.

      If any tendered Old Notes are registered in different names, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations.

      When this Letter of Transmittal is signed by the registered Holder or Holders of the Old Notes specified herein and tendered hereby, no separate bond powers are required. If, however, the New Notes are to be issued to a person other than the registered Holder, then separate bond powers are required.

      If this Letter of Transmittal or any bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

      Signatures on bond powers required by this Instruction 2 must be guaranteed by a firm which is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each an “Eligible Institution”).

      Signatures on this Letter of Transmittal need not be guaranteed by an Eligible Institution, provided the Old Notes are tendered:

   (i)     by a registered Holder of Old Notes (including any participant in the DTC system whose name appears on a security position listing as the Holder of such Old Notes) who has not completed the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” on this Letter of Transmittal, or

        (ii)     for the account of an Eligible Institution.

      3.     SPECIAL ISSUANCE INSTRUCTIONS. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such Holder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be credited to an account maintained with the Book-Entry Transfer Facility for the Old Notes.

8

      In the case of issuance in a different name, separate bond powers with a guaranteed signature is required and the employer identification or social security number of the person named must also be indicated.

      4.     IMPORTANT TAX INFORMATION. Federal income tax law generally requires that a tendering Holder whose Old Notes are accepted for exchange must provide the Company (as payor) with such Holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 below, which in the case of a tendering Holder who is an individual, is his or her social security number. If the Company is not provided with the current TIN or an adequate basis for an exemption from backup withholding, such tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, the Exchange Agent may be required to withhold a portion of the amount of any reportable payments made after the exchange to such tendering Holder of New Notes. If backup withholding results in an overpayment of taxes, a refund may be obtained provided the required information is furnished to the Internal Revenue Service.

      Exempt Holders of Old Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the attached “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” (the “W-9 Guidelines”) for additional information.

      To prevent backup withholding, each tendering Holder of Old Notes must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying, under penalties of perjury, that the TIN provided is correct (or that such Holder is awaiting a TIN), that the holder is a U.S. person (including a U.S. resident alien), and that (i) the Holder is exempt from backup withholding, (ii) the Holder has not been notified by the Internal Revenue Service (the “IRS”) that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the Holder that such Holder is no longer subject to backup withholding. If the tendering Holder of Old Notes is a nonresident alien or foreign entity not subject to backup withholding, such Holder must give the Exchange Agent as completed Form W-8BEN or such other Form W-8 as may be applicable. These forms may be obtained from the Exchange Agent. If the Old Notes are in more than one name or are not in the name of the actual owner, such Holder should consult the W-9 Guidelines for information on which TIN to report. If such Holder does not have a TIN, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 3 of the Substitute W-9 and write “applied for” in lieu of its TIN. Note: Checking this box and writing “applied for” on the form means that such Holder has already applied for a TIN or that that such Holder intends to apply for one in the near future. If the box in Part 3 of the Substitute From W-9 is checked, the Exchange Agent will retain a portion of the reportable payments made to a Holder during the sixty (60) day period following the date of the Substitute Form W-9. If the Holder furnishes the Exchange Agent with his or her TIN within the sixty (60) day period following the date of the Substitute W-9, the Exchange Agent will remit such amounts retained during such sixty (60) day period to such Holder and no further amounts will be retained or withheld from payments made to the Holder thereafter. If, however, such Holder does not provide its TIN to the Exchange Agent within such sixty (60) day period, the Exchange Agent will remit such previously withheld amounts to the IRS as backup withholding and will withhold a portion of all reportable payments to the Holder thereafter until such Holder furnishes its TIN to the Exchange Agent.

      5.     TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable to the transfer of Old Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes are to be registered or issued in the name of, any person other than the registered Holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, no New Notes will be issued until such evidence is received by the Exchange Agent.

      6.     WAIVER OF CONDITIONS. The Company reserves the absolute right to waive or amend, in its discretion, in whole or in part, at any time prior to midnight, New York City Time, on the Expiration Date, satisfaction of any or all conditions enumerated in the Prospectus, which may result in an extension of the period of time for which the Exchange Offer is kept open.

      7.     NO CONDITIONAL TENDERS. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Old Notes, by execution of this Letter of Transmittal (or an Agent’s Message in lieu thereof), shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

      The Company will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding. The Company reserves the absolute right to reject any and all tenders of any particular Old Notes not properly tendered or to not accept any particular Old Notes which acceptance might, in the judgment of the

9

Company or its counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Old Notes either before or after the Expiration Date (including the right to waive the ineligibility of any Holder who seeks to tender Old Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Old Notes either before or after the Expiration Date (including the Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Old Notes for exchange must be cured within such reasonable period of time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Old Notes for exchange, nor shall any of them incur any liability for failure to give such notification.

      8.     PARTIAL TENDERS. Tenders of Old Notes will be accepted only in integral multiples of $2,000 principal amount. If a tender for exchange is to be made with respect to less than the entire principal amount of any Old Notes, fill in the principal amount of Old Notes which are tendered for exchange on the form entitled “Description of Old Notes,” as more fully described in the footnotes thereto. In the case of a partial tender for exchange, a new certificate for the remainder of the principal amount of the Old Notes, will be sent to the Holders unless otherwise indicated in the appropriate box on this Letter of Transmittal as promptly as practicable after the expiration or termination of the Exchange Offer.

      9.     WITHDRAWAL RIGHTS. Tenders of Old Notes may be withdrawn at any time prior to midnight., New York City Time, on the Expiration Date.

      For a withdrawal of a tender of Old Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above or, in the case of Eligible Institutions, at the facsimile number above, prior to midnight, New York City Time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Old Notes to be withdrawn (the “Depositor”), (ii) in the case of a tender by book-entry transfer, specify the name and number of the account at DTC to be credited with the withdrawn Old Notes and otherwise comply with the procedures of such facility, (iii) contain a statement that such Holder is withdrawing his election to have such Old Notes exchanged, (iv) be signed by the Holder in the same manner as the original signature on the Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Old Notes register the transfer of such Old Notes in the name of the person withdrawing the tender, and (v) specify the principal amount of Old Notes to be withdrawn, if not all of the Old Notes tendered by the Holder. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly retendered. Any Old Notes that have been tendered for exchange but which are not exchanged for any reason will be credited into the Exchange Agent’s account at DTC pursuant to the book-entry transfer procedures set forth in the section titled “The Exchange Offer — Procedures for Tendering,” in the Prospectus, and such Old Notes will be credited to the account specified herein maintained with DTC for the Old Notes as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following the procedures described above at any time prior to midnight, New York City Time, on the Expiration Date.

      Tenders of Old Notes may also be withdrawn after the expiration of thirty (30) business days from the commencement date of the Exchange Offer if a tender has not yet been accepted for exchange.

      10.     REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the procedure for tendering Old Notes and requests for additional copies of the Prospectus and this Letter, and other related documents may be directed to the Company or from your broker, dealer, commercial bank, trust company or other nominee.

10

TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS

(SEE INSTRUCTION 4)

PAYOR’S NAME
SUBSTITUTE Form W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number OR Employer Identification Number
Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN) and Certification	Part 2 — Certification Under Penalties of Perjury, I certify that:   (1) The number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me) and (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding. (3) I am a U.S. person (including U.S. resident alien) subject to the IRS’s jurisdiction; and (4) Any other information provided on this form is true and correct.	Part 3 — Awaiting TINo

Certification Instructions — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you receive another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).
Signature	Date
Name
Address
City	Zip Code
State

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU

CHECK THE BOX IN PART 3 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center of Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of the exchange, a portion of all reportable payments made to me thereafter will be withheld until I provide a number.

Signature  Date 

11

THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

Wells Fargo Bank, National Association

By Mail, Hand Delivery and Overnight Courier::

Wells Fargo Corporate Trust

c/o The Depository Trust & Clearing Corp.

TADS Department, 1^st Floor

55 Water Street

New York, NY 10041

Attn: Medtronic, Inc. Administrator

By Facsimile (for Eligible Institutions only)

(612) 667-6282

Confirmation:

(800) 344-5128

      Any questions regarding the Exchange Offer or requests for additional copies of the Offering Circular or the Letter of Transmittal may be directed to the Company at the address and telephone numbers set forth below. A holder of Old Notes may also contact such holder’s broker, dealer, commercial bank, trust company or other nominee, for assistance regarding the Exchange Offer.

Medtronic, Inc.

710 Medtronic Parkway

Minneapolis, Minnesota 55432

(763) 514-4000

12 EX-99.2 11 c00545s4exv99w2.htm FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES

Exhibit 99.2

MEDTRONIC, INC.

Offer to Exchange

4.375% Senior Notes, Series B due 2010, and

4.750% Senior Notes, Series B due 2015

(collectively the “New Notes”)

for

4.375% Senior Notes due 2010, and

4.750% Senior Notes due 2015

(collectively the “Old Notes”)

THE EXCHANGE OFFER AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT,
NEW YORK CITY TIME, ON JANUARY 6, 2006, UNLESS EXTENDED BY MEDTRONIC, INC.

To:  Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

      Medtronic, Inc. (the “Company”) is offering, upon and subject to the terms and conditions set forth in the preliminary prospectus, dated December 6, 2005 (as amended or supplemented from time to time, the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), to exchange (the “Exchange Offer”) $2,000 in principal amount and integral multiples of $1,000 of our 4.3750% Senior Notes, Series B due 2010 and 4.750% Senior Notes, Series B due 2015 (the “New Notes”) for each $2,000 in principal amount and integral multiples of $1,000 of our 4.375% Senior Notes due 2010 and 4.750% Senior Notes due 2015 (collectively the “Old Notes”) held by the registered holders thereof (the “Holders”). An aggregate of up to $1,000,000,000 principal amount of New Notes will be exchanged for up to a like amount of Old Notes.

      We are requesting that you contact your clients for whom you hold Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:

      1. The Preliminary Prospectus, dated December 6, 2005;

      2. The Letter of Transmittal for your use and for the information of your clients;

      3. A form of letter which may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer;

      4. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and

      5. Return envelopes addressed to Wells Fargo Corporate Trust c/o the Depository Trust & Clearing Corp., TADS Department, 1st Floor, 55 Water Street, NY 10041, Attn: Medtronic, Inc. Administrator.

      Your prompt action is requested. The Exchange Offer will expire at midnight, New York City Time, on January 6, 2006 (the “Expiration Date”). Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date.

      To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or manually signed facsimile thereof), or an electronic confirmation pursuant to the Depository Trust Company’s ATOP system, with any required signature guarantees and any other required documents, should be sent to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Preliminary Prospectus.

      If a Holder of Old Notes desires to tender, but the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the section titled “The Exchange Offer — Guaranteed Delivery Procedures,” in the Preliminary Prospectus.

      The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Preliminary Prospectus and the related documents to the beneficial owners of Old Notes held by them as nominee or in a fiduciary capacity. The Company will pay or cause to be paid all stock transfer taxes applicable to the exchange of Old Notes pursuant to the Exchange Offer, except as set forth in Instruction 5 of the Letter of Transmittal.

      Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to the Company at the address and phone number set forth below:

Medtronic, Inc.

710 Medtronic Parkway

Minneapolis, Minnesota 55432

Please call: (763) 514-4000

Very truly yours,

Medtronic, Inc.

      NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PRELIMINARY PROSPECTUS OR THE LETTER OF TRANSMITTAL.

2 EX-99.3 12 c00545s4exv99w3.htm FORM OF LETTER TO CLIENTS

Exhibit 99.3

MEDTRONIC, INC.

Offer to Exchange

4.375% Senior Notes, Series B due 2010, and

4.750% Senior Notes, Series B due 2015

(collectively the “New Notes”)

for

4.375% Senior Notes due 2010, and

4.750% Senior Notes due 2015

(collectively the “Old Notes”)

THE EXCHANGE OFFER AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 6, 2006, UNLESS EXTENDED BY MEDTRONIC, INC.

December 6, 2005

To Our Clients:

      Enclosed for your consideration is a preliminary prospectus, dated December 6, 2005 (as amended or supplemented from time to time, the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), to exchange (the “Exchange Offer”) $2,000 in principal amount and integral amounts of $1,000 of 4.375% Senior Notes, Series B dues 2010 and 4.750% Senior Notes, Series B due 2015 (collectively the “New Notes”) for each $2,000 in principal amount and integral amounts of $1,000 of our 4.375% Senior Notes due 2010 and 4.750% Senior Notes due 2015 (collectively the “Old Notes”) held by the registered holders thereof (the “Holders”). An aggregate of up to $1,000,000,000 principal amount of New Notes will be exchanged for up to a like amount of Old Notes.

      Old Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Thus, holders of Old Notes whose Old Notes are accepted in the exchange offer will not received any payment in respect of accrued but unpaid distributions on those Old Notes through the date of consummation of the Exchange Offer. The New Notes will bear interest from the last payment date on which interest was paid on such Old Notes.

      This material is being forwarded to you as the beneficial owner of the Old Notes held by us for your account or benefit but not registered in your name. A tender of such Old Notes may only be made by us as the registered holder of record and pursuant to your instructions.

      Accordingly, we request instructions as to whether you wish us to tender on your behalf any or all of the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

      Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer.

      The Exchange Offer will expire at midnight, New York City Time, on January 6, 2006, unless extended by the Company.

      Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date. New Notes will not be issuable in exchange for Old Notes so withdrawn. Any permitted withdrawal of Old Notes may not be rescinded, and any Old Notes properly withdrawn will afterwards be deemed not validly tendered for purposes of the Exchange Offer.

      Withdrawn Old Notes may, however, be re-tendered by again following one of the appropriate procedures described in the Offering Circular and in the Letter of Transmittal at any time before the Expiration Date.

      Your attention is directed to the following:

      1. The Exchange Offer is subject to certain conditions set forth in the section titled “The Exchange Offer — Conditions to the Exchange Offer,” in the Preliminary Prospectus.

      2. Any transfer taxes incident to the transfer of Old Notes from the holder to the Company will be paid by the Company, except as otherwise provided in Instructions in the Letter of Transmittal.

      3. The Exchange Offer expires at midnight, New York City Time, on January 6, 2005, unless extended by the Company.

      If you wish to have us tender your Old Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Notes.

Very truly yours,

Medtronic, Inc.

2

INSTRUCTIONS WITH RESPECT TO

THE EXCHANGE OFFER

       The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by Medtronic, Inc. (the “Company”) with respect to the Old Notes of the Company. This will instruct you to tender the Old Notes indicated below (or, if no number is indicated below, all Old Notes) held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and related Letter of Transmittal.

4.375% Senior Notes due 2010

$                     (Amount to be tendered)

4.750% Senior Notes due 2015

$          (Amount to be tendered)

o  Please do not tender any Old Notes held by you for any account.

Dated:

Signature(s):

Print name(s) here:

Print Address(es):

Area Code and Telephone Number(s):

Area Code and Facsimile Number(s):

Tax Identification or Social Security Number(s):

My Account Number(s) with you:

      None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. After receipt of instructions to tender, we will tender all of the Old Notes held by us for your account unless we receive specific contrary instructions.

3 EX-99.4 13 c00545s4exv99w4.htm FORM OF INSTRUCTION FORM

Exhibit 99.4

Instruction To Registered Holder and/

Book-Entry Transfer Participant From Owner

of

Medtronic, Inc.

4.375% Senior Notes due 2010 and 4.750% Senior Notes due 2015

(collectively the “Old Notes”)

To Registered Holder and/or Participant of The Book-Entry Transfer Facility:

      The undersigned hereby acknowledges receipt of the Preliminary Prospectus dated December 6, 2005 (the “Prospectus”) of Medtronic, Inc., a Minnesota corporation (the “Company”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Company’s exchange offer (the “Exchange Offer”). Capitalized terms used but not defined herein have the meanings as ascribed to them in the Prospectus or the Letter of Transmittal.

      This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned.

      The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount as applicable):

      $                    of the 4.375% Senior Notes due 2010.

      $                    of the 4.750% Senior Notes due 2015.

      With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

      o To TENDER the following Old Notes held by you for the account of the undersigned (state the Principal Amount and Series of Old Notes to be tendered, if any) in exchange for a like Principal Amount of 4.375% Senior Notes, Series B due 2010 or 4.750% Senior Notes, Series B due 2015 (collectively the “New Notes”):

      o NOT to TENDER any Old Notes held by you for the account of the undersigned.

      If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an “affiliate” of the Company, (ii) any New Notes to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that such Old Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes.

      By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended.

SIGN HERE

Name of beneficial owner(s):

Signature(s):

Name(s):

(PLEASE PRINT)

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

EX-99.2

exv99w2

EX-99.3

exv99w3

EX-99.4

exv99w4

EX-99.5

Exhibit 99.5

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

       Guidelines for Determining The Proper Identification Number to Give The Payer— Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:		Give the Social Security Number of—
1.	Individual	The individual
2.	Two or more	The actual owner of the account or, if combined funds, any one of the individuals(1)
3.	Custodian account of a minor (Uniform Gifts to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship	The owner(3)
6.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(4)
For this type of account:		Give the Social Security Number of—
7.	Corporate	The corporation
8.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
9.	Partnership	The partnership
10.	A broker or registered nominee	The broker or nominee
11.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	Show the name of the owner.
(4)	List first and circle the name of the legal trust, estate, or pension trust.

NOTE:  If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

Section references are to the Internal Revenue Code.

Obtaining A Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (“the IRS”) and apply for a number.

Payees Exempt From Backup Withholding

The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except in item (9). For broker transactions, payees listed in (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except that a corporation that provides medical end health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions, patronage dividends, and payment by certain fishing boat operators.

   (1)  A corporation.

(2)	An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), at a custodial account under 403(b)(7).
(3)	The United States or any of its agencies or instrumentalities.
(4)	A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
(5)	A foreign government or any of its political subdivisions, agencies or instrumentalities.
(6)	An international organization or any of its agencies or instrumentalities.
(7)	A foreign central bank of issue.
(8)	A dealer in securities or commodities required to register in the United States or a possession of the United States.
(9)	A future commission merchant registered with the Commodity Futures Trading Commission.

(10)	A real estate investment trust.
(11)	An entity registered at all times during the tax year under the Investment Company Act of 1940.
(12)	A common trust fund operated by a bank under section 584(a).
(13)	A financial institution.
(14)	A middleman knows in the investment community as nominee or listed in the most recent publication of the American Society of Corporate Securities, Inc., Nominee List.
(15)	A trust exempt from tax under section 664 or described in section 4947.

   Payments of dividends and patronage dividends generally not subject to backup withholding also include the following:

•  Payments to nonresident aliens subject to withholding under section 1441.

•  Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner.

•  Payments of patronage dividends not paid in money.

•  Payments made by certain foreign organizations.

Payments of interest generally not subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

•  Payments of tax-exempt interest (including exempt interest dividends under section 852).

•  Payments described in section 6049(b)(5) to nonresident aliens.

•  Payments on tax-free covenant bonds under section 1451.

•  Payments made by certain foreign organizations.

•  Mortgage interest paid by you.

Payments that are not subject to information reporting are also not subject to backup withholding. For details see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations under such sections.

Privacy Act Notice—Section 6109 requires you in give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid by you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. You must provide your taxpayer identification number whether or not you are qualified to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1)	Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
(2)	Civil Penalty for False Information With Respect To Withholding. If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500 penalty.
(3)	Criminal Penalty for Falsifying Information. Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

For Additional Information Contact Your Tax Consultant or The Internal Revenue Service.