AMENDMENT NO. 2 TO INDEMNIFICATION TRUST AGREEMENT

Exhibit 10.53

AMENDMENT NO. 2 TO
INDEMNIFICATION TRUST AGREEMENT

          AMENDMENT NO. 2 TO INDEMNIFICATION TRUST AGREEMENT, dated April 27, 2009 (this “ Amendment ”), among Medtronic, Inc., a Minnesota corporation (“ Grantor ” or the “ Company ”), and, Wells Fargo Bank, National Association, as trustee (the “ Trustee ”), and Terrance L. Carlson, as the representative of the Beneficiaries (the “ Beneficiaries’ Representative ”).

PRELIMINARY STATEMENT

          Grantor established a trust to be a non-exclusive source of indemnification for the Grantor’s directors and officers who are eligible for such indemnification as stated in the Indemnification Trust Agreement dated April 29, 2004 and Amendment No.1 dated September 5, 2006 among Grantor, the Trustee and the Beneficiaries’ Representative (as so amended, the “Agreement”). Grantor hereby desires to increase the Fund Amount of the Trust from $100 million to $150 million.

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