Summary of Compensation Arrangements for Named Executive Officers and Directors

Exhibit 10.52

Summary of Compensation Arrangements for
Named Executive Officers and Directors

Compensation Arrangements for Named Executive Officers

          Following is a description of the compensation arrangements that have been approved by the Compensation Committee of the Board of Directors of Medtronic, Inc. (the “Compensation Committee”) for the Company’s Chief Executive Officer, Chief Financial Officer and the other three most highly compensated executive officers in fiscal year 2009, and Mr. Michael F. DeMane, who served as an executive officer for a portion of fiscal year 2009 and whose employment as a non-executive officer employee ended on May 31, 2009 (the “Named Executive Officers”).

          Annual Base Salary:

          As a reflection of the current economic and business environment, all of our executive officers (including our named executive officers) proposed to the Compensation Committee a 5% reduction in their base salaries for fiscal year 2010.

          The Compensation Committee approved the following base salaries, effective April 25, 2009, for five of the Named Executive Officers:

          Michael DeMane resigned as Chief Operating Officer of Medtronic on April 30, 2008, and entered into an agreement with Medtronic to address the terms of his continued employment with Medtronic. This agreement provided that Mr. DeMane would remain an employee until May 31, 2009 or, if earlier, the date of an event of default under the agreement. Mr. DeMane’s employment with Medtronic ended on May 31, 2009.

          Annual Performance-Based Incentives:

          The Compensation Committee has approved the following payments under the Medtronic, Inc. Executive Incentive Plan for performance in fiscal year 2009:

          At a special meeting on May 28, 2009, the Compensation Committee of the Board of Directors approved performance measures for fiscal year 2010. The plan is a performance-based plan with awards based on company-wide, geographic and business unit performance. For fiscal 2010, the awards for all executive officers will be measured 100% on overall Company performance. For fiscal 2010, the financial measures for the portion of our plan based on company-wide performance are diluted earnings per share, revenue growth, and an indicator of cash flow with weights of 40%, 40%, and 20% respectively. For fiscal

year 2010, named executive officers are eligible for target awards ranging from 65% to 140% of base salary. The potential maximum payouts named executive officers are eligible for range from 146% to 268% of base salary.

           Stock Option and Restricted Stock Units:

          Via Special Minutes of Action on October 22, 2008, the Compensation Committee approved the following stock option and performance based restricted stock grants under the Company’s 2008 Stock Award and Incentive Plan. The stock options were granted on October 27, 2008 at an exercise price of $36.24, which was the fair market value of the Company’s common stock on the date of grant and vest annually in 25% increments. The restricted stock unit awards were granted on October 27, 2008 (with the grant value determined by the Fair Market Value per share of the Company’s common stock on the date of grant) and will vest 100% on the third anniversary of the grant date (or, in the event of death, disability or retirement, they vest on a pro-rata basis) provided that a minimum performance threshold is achieved.