INDEMNIFICATION TRUST AGREEMENT

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Exhibit 10.11

INDEMNIFICATION TRUST AGREEMENT

        INDEMNIFICATION TRUST AGREEMENT, dated April 29, 2004 (this " Agreement "), among Medtronic, Inc., a Minnesota corporation (" Grantor " or the " Company "), and, Wells Fargo Bank, National Association, as trustee (the " Trustee "), and Ronald E. Lund, as the initial representative of the Beneficiaries (the initial " Beneficiaries' Representative ").

PRELIMINARY STATEMENT

        Pursuant to the bylaws, as amended to date, of Grantor (the " Bylaws "), Grantor has obligated itself to indemnify and advance costs and expenses of each director, executive officer or other person arising from an Indemnifiable Event (as defined in Section 1.1) to the maximum extent permitted by law.

        Grantor hereby establishes 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 this Trust as it is in effect from time to time. Grantor agrees promptly to deliver to the Trustee $50 million to be held in trust and paid under the terms of this Agreement. By establishing and funding such trust, Grantor is intending to provide assurance to the Beneficiaries of the availability of amounts contributed hereunder to make payments to which the Beneficiaries are entitled under the Bylaws.

        Grantor has determined that establishment of such trust is necessary in order for Grantor to attract and retain the most qualified directors and officers.

        NOW, THEREFORE, the Trustee accepts the trust created hereby (the " Trust ") and agrees that it will hold all property that it may receive hereunder, IN TRUST, for the purposes and upon the terms and conditions hereinafter stated, and Grantor and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

        1.1     Certain Defined Terms.     The following terms, as used herein, shall have the following respective meanings:

        " Agreement " has the meaning given in the Preamble hereof.

        " Adverse Determination " has the meaning specified in Section 4.13.

        " Beneficiary " has the meaning specified in Section 3.1.

        " Beneficiaries' Representative " has the meaning given in the Preamble hereof.

        " Beneficiaries' Representative Losses " has the meaning specified in Section 4.9.

        " Business Day " shall mean any day other than a Saturday, Sunday or other day on which banks are required or permitted to be closed.

        " Bylaws " has the meaning given in the Preliminary Statement hereof.

        " Change in Control " shall mean, and shall be deemed to have occurred if, on or after the date of this Agreement:

        (a)   Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the " Exchange Act ")) (a " Person ") becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of the Grantor (the " Outstanding Company Common Stock ") or (ii) the combined voting power of the then outstanding voting securities of Grantor entitled to vote generally in the election of directors (the " Outstanding Company Voting Securities "); provided , however , that, for purposes of this clause (a), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly

from Grantor, (2) any acquisition by Grantor or any of its subsidiaries, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Grantor or any of its subsidiaries, (4) any acquisition by an underwriter temporarily holding securities pursuant to an offering of such securities or (5) any acquisition pursuant to a transaction that complies with clauses (i), (ii) and (iii) of clause (c) below; or

        (b)   Individuals who, as of the date hereof, constitute the Board of Directors (the " Incumbent Directors ") cease for any reason to constitute at least a majority of the Board of Directors; provided , however , that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Grantor's shareholders, was approved by a vote of at least a majority of the Incumbent Directors then on the Board of Directors (either by a specific vote or by approval of the proxy statement of Grantor in which such person is named as a nominee for director, without written objection to such nomination) shall be considered as though such individual were an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

        (c)   Consummation of a reorganization, merger, statutory share exchange or consolidation (or similar corporate transaction) involving Grantor or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Grantor, or the acquisition of assets or stock of another entity (a " Business Combination "), in each case, unless, immediately following such Business Combination, (i) substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 55% of, respectively, the then outstanding shares of common stock and the total voting power of (A) the corporation resulting from such Business Combination (the " Surviving Corporation ") or (B) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 80% or more of the voting securities eligible to elect directors of the Surviving Corporation (the " Parent Corporation "), in substantially the same proportion as their ownership, immediately prior to the Business Combination, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 30% or more of the outstanding shares of common stock and the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (iii) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board of Director's approval of the execution of the initial agreement providing for such Business Combination; or

        (d)   Approval by the shareholders of Grantor of a complete liquidation or dissolution of Grantor.

        " Claim " shall mean any threatened, pending or completed action, suit, proceeding, arbitration or other alternative dispute resolution mechanism whether brought by or in the right of Grantor or otherwise, or any hearing, inquiry or investigation that Beneficiary in good faith believes might lead to the institution of any such action, suit, proceeding, arbitration or other alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other, or any appeal therefrom.

        " Collateral " has the meaning specified in Section 4.13.

        " Eligible Securities " shall mean those securities described on Exhibit A , as such Exhibit may be amended and restated from time to time by Grantor with the consent of the Beneficiaries' Representative. Any amendment and restatement of Exhibit A shall be set forth in a written instrument that (i) is executed on behalf of Grantor and the Beneficiaries' Representative (including

execution in counterparts), (ii) is delivered to the Trustee and (iii) expressly states that it is intended as an amendment and restatement of Exhibit A to this Agreement. Amendments to Exhibit A shall be effective upon delivery to the Trustee.

        " Expenses " means any reasonable expenses incurred by a Beneficiary as a result of a Claim or Claims made against him or her for an Indemnifiable Event including, without limitation, counsel fees and costs of investigative, judicial or administrative proceedings and any appeals.

        " Expense Advance " shall mean a payment of Expenses arising from or relating to any Claim by reason of (or arising in part out of) an Indemnifiable Event, which payment is in advance of the final disposition of the proceeding to which such Indemnifiable Event relates.

        " Five Year Anniversary " has the meaning specified in Section 6.1.

        " Grantor " has the meaning given in the Preamble hereof.

        " Income Surplus " has the meaning specified in Section 4.4.

        " Indemnifiable Event " shall mean any event or occurrence, whether occurring on, prior to, or after the date of this Agreement, related to (i) the fact that Beneficiary is or was a director, officer, employee, trustee, agent or fiduciary of Grantor, or any subsidiary of Grantor, or is or was serving at the request of Grantor as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or (ii) any action or inaction on the part of Beneficiary while serving in any capacity set forth in clause (i), including, without limitation, any breach of duty, neglect, error, misstatement, misleading statement, omission, or other act done or wrongfully attempted by Beneficiary, or any of the foregoing alleged by any claimant, in any such capacity.

        " Losses " shall mean (i) any amounts or sums that Beneficiary is legally obligated to pay as a result of a Claim or Claims made against Beneficiary for Indemnifiable Events including, without limitation, damages, judgments, fines, penalties and sums or amounts paid in settlement (if such settlement is approved in advance by Grantor) of a Claim or Claims, and (ii) to the extent not paid in advance pursuant to the terms of this Agreement for any reason, Expenses.

        " Opening Amount " has the meaning specified in Section 4.2.

        " Scheduled Termination Date " has the meaning specified in Section 6.1.

        " Termination Notice " has the meaning specified in Section 6.1.

        " Trust " has the meaning given in the Preliminary Statement hereof.

        " Trust Fund " has the meaning specified in Section 4.1.

        " Trustee " has the meaning given in the Preamble hereof.

        " UCC " has the meaning specified in Section 4.13.

        " Voting Beneficiaries " shall mean (i) if no Change in Control shall have occurred at the time of any action by the Voting Beneficiaries, all then living Beneficiaries who at such time are, or within the preceding three year period were, directors of Grantor, or (ii) if a Change in Control shall have occurred prior to the time of any action by the Voting Beneficiaries, all then living Beneficiaries who were also Voting Beneficiaries immediately prior to the Change in Control. The determination of the Beneficiaries' Representative as to which Beneficiaries are Voting Beneficiaries at any given time shall be determinative of such issue and may be relied upon by Grantor and the Trustee for any purpose under this Agreement.

        " Voting Securities " shall mean any securities of Grantor (or a surviving entity as described in the definition of a "Change in Control") that vote generally in the election of directors.

ARTICLE II

THE TRUST

        2.1     Appointment of Trustee; Declaration of Trust.     Grantor hereby appoints The Trustee as trustee of the Trust effective as of the date hereof to have all the rights, powers and duties set forth herein. The Trustee hereby confirms the receipt in trust from the Grantor of $50 million constituting the initial Trust Fund. The Trustee hereby declares that it will hold the Trust Fund in trust as set forth herein and for the use and benefit of the Beneficiaries.

        2.2     Purpose of Trust.     THE SOLE PURPOSE OF THE TRUST IS TO PROVIDE ASSURANCE TO THE BENEFICIARIES OF THE AVAILABILITY OF AMOUNTS TO MAKE PAYMENTS TO WHICH THE BENEFICIARIES ARE ENTITLED UNDER THE BYLAWS. Except in connection with the foregoing or as otherwise expressly provided in this Agreement, the Trustee, as trustee of the trust established pursuant to this Agreement, shall not (i) engage in any business or activity using the Trust Fund, (ii) have any property, rights or interests, whether real or personal, tangible or intangible in the Trust Fund, (iii) incur any legal liability or obligations, whether fixed or contingent, matured or unmatured, other than in the normal course of the administration of the trust created hereunder relating to the Trust Fund or (iv) subject any of the Trust Fund to any mortgage, pledge, lien, security interest or other claim or encumbrance, other than in favor of the Trustee, the Beneficiaries' Representative or the Beneficiaries in accordance with the provisions of this Agreement.

        2.3     Name.     For ease of reference, the Trust created hereby shall be known as "Medtronic Indemnification Trust."

        2.4     Office.     The office of the Trust shall be in care of the Trustee, addressed to Wells Fargo Bank, National Association, MAC N9303-110, 11 ^th Floor NorthStar East Building, 608 2 ^nd Avenue S, Minneapolis, Minnesota, 55402 or at such other address within the State of Minnesota as the Trustee may designate by written notice to Grantor and the Beneficiaries.

ARTICLE III

THE BENEFICIARIES AND THE
BENEFICIARIES' REPRESENTATIVE

        3.1     The Beneficiaries.     The beneficiaries of the Trust (each, a " Beneficiary ") shall be all past, present and future members of the Board of Directors and all past, present and future officers of the Company, provided , however , that if there is a Change in Control of Grantor, no director elected or appointed after or in connection with such Change in Control shall be entitled to be a Beneficiary who was not a Beneficiary prior to such Change in Control and no officer appointed after or in connection with such Change in Control shall be entitled to be a Beneficiary who was not a Beneficiary prior to such Change in Control. Grantor shall promptly notify the Beneficiaries' Representative and the Trustee of a Change in Control. The Beneficiaries' Representative may also notify the Trustee of a Change in Control, and the Trustee shall be entitled to rely upon any notice of a Change in Control delivered to it by either Grantor or the Beneficiaries' Representative. Any individual who is or becomes a Beneficiary shall remain a Beneficiary despite his or her resignation, removal, or other failure to continue to be an officer, director, agent or employee of Grantor or any of its subsidiaries or any other relevant enterprise during the term of this Agreement.

        3.2     Beneficiaries' Representative.     All communications or demands made by and among the Trustee and the Beneficiaries are to be made through the individual then designated as the Beneficiaries' Representative. The Beneficiaries' Representative shall have the exclusive right under this Agreement to make demands from time to time on the Trustee to direct payment to one or more of the Beneficiaries.

        3.3     Identity of the Beneficiaries' Representative.     The initial Beneficiaries' Representative shall be Ronald E. Lund, the Company's general counsel. Upon the death, resignation or removal of the initial or any subsequent Beneficiaries' Representative, the Beneficiaries' Representative shall be selected (i) by Grantor's Board of Directors, if no Change in Control has occurred, or (ii) by written action of a majority

of the Voting Beneficiaries, if a Change in Control has occurred. Grantor shall notify the Trustee and each of the Beneficiaries in writing promptly following the selection of any successor Beneficiaries' Representative of the selection of such successor Beneficiaries' Representative. The Trustee shall be entitled to rely on the appointment of the initial Beneficiaries' Representative unless notified in a writing by Grantor of a change in the Beneficiaries' Representative. The Trustee shall then be entitled to rely on such subsequent appointment from and after the date such notice is received by the Trustee. The Trustee shall be entitled to rely on the accuracy and completeness of a written list delivered to the Trustee by Grantor, and certified by the Secretary of Grantor to be accurate and to have been prepared in good faith, identifying the individuals who constitute the Beneficiaries. In the absence of an effective appointment of a Beneficiaries' Representative, Grantor or any Beneficiary may, after ten days' written notice to Grantor and all Beneficiaries, petition a court of competent jurisdiction at the expense of Grantor for appointment of a Beneficiaries' Representative who need not be a Beneficiary, but shall in no event be an officer or director of Grantor elected or appointed after a Change in Control unless such person was also a Beneficiary prior to such Change in Control. The designation or appointment of a successor Beneficiaries' Representative shall become effective only upon the execution of a counterpart of this Agreement, whereby such successor Beneficiaries' Representative shall assume and become bound by all the duties and responsibilities under this Agreement.

ARTICLE IV

THE TRUST FUND

        4.1     Trust Fund.     The Trustee shall hold all property received by it hereunder as one fund which, together with the income and gains therefrom and additions thereto, shall constitute the " Trust Fund ." Except as set forth in Section 6.1, and to the fullest extent permitted by applicable law, the Trust is irrevocable. Except as set forth in Section 4.4 of this Agreement, nothing in this Agreement shall authorize Grantor to make any reduction in or withdrawal from the Trust Fund prior to termination of the Trust in accordance with the provisions of this Trust Agreement.

        4.2     Opening Amount.     Concurrently with the establishment of the Trust, Grantor is delivering to the Trustee the sum of $50 million in cash (the " Opening Amount "), the receipt of which is hereby acknowledged by the Trustee, to be held IN TRUST in accordance with the terms of this Agreement. The Company is responsible for maintaining the amount of the Trust Fund through additional contributions thereto, if necessary, made within ten (10) Business Days of each December 31 during the term of the Trust, commencing with December 31, 2004, so that the market value of the Trust Fund as of each December 31 (together with the amount of additional contribution, if any, made with respect to such December 31) shall be no less than the Opening Amount of the Trust, provided , however , that the Company shall have no obligation to contribute to the Trust for so long as the Trust Fund is within 5% of the Opening Amount. Nothing contained herein shall preclude Grantor from making additional contributions of funds from time to time to the Trustee to be held IN TRUST as part of the Trust Fund.

        4.3     Monthly Reports.     The Trustee agrees to provide monthly reports to Grantor and the Beneficiaries' Representative with respect to the Trust Fund. The Trustee shall keep full accounts of all of its receipts and disbursements. The Trustee's financial statements, books, and records with respect to the Trust Fund shall be open to inspection by Grantor or the Beneficiaries' Representative or their representatives at all reasonable times during normal business hours of the Trustee and may be audited not more frequently than once in each fiscal year by an independent certified public accountant engaged by the Beneficiaries' Representative.

        4.4     Income Surplus.     If (i) the market value of the Trust Fund on any December 31, during the term of the Trust, commencing with December 31, 2004, shall exceed the greater of (x) the Opening Amount, and (y) the amount held in the Trust Fund immediately following the then most recent additional contribution to the Trust Fund, if any, made by Grantor pursuant to Section 4.2 (such excess amount is referred to as the " Income Surplus "), and (ii) there shall not be any claim then pending upon the Trust for an Expense Advance or indemnification of a Loss as of such December 31, the Trustee shall pay to Grantor from the Trust Fund on the tenth (10th) Business Day following such December 31, an amount equal to

such Income Surplus. If as of any December 31, there is either (1) no Income Surplus, or (2) a claim pending upon the Trust for an Expense Advance or indemnification of a Loss, no amount shall be paid to Grantor under this Section 4.4 in respect of such December 31.

        4.5     Direction of Investment.     Except as set forth herein, Grantor shall have the exclusive right to direct the investment of the Trust Fund, provided , however , that such investments shall be limited solely to investments in Eligible Securities. The Trustee shall have no duty to review or recommend investments. If for any reason investments in any Eligible Securities as directed by Grantor cannot be made, or if Grantor shall fail to direct the Trustee pursuant to written instructions as to how to invest the Trust Fund, the Trustee shall invest in U.S.Treasury bills with a maturity of less than two (2) years. If the Trustee is required to make a distribution pursuant to Section 4.6 at a time when the Trust Fund has insufficient cash to cover such distribution, the Trustee shall seek the written direction of Grantor with regard to which Trust investments to liquidate in order to cover the required distribution. Grantor shall respond to the Trustee in writing within forty-eight (48) hours to any such request by the Trustee for direction with regard to which Trust investments to liquidate in order to cover the required distributions.

        4.6     Distributions to Beneficiaries From Trust Fund.     (a) The Trustee shall make distributions to a Beneficiary from the Trust Fund only upon demand of the Beneficiaries' Representative. Each such demand shall be submitted by the Beneficiaries' Representative to the Trustee, in writing, signed by the Beneficiaries' Representative, with a copy of such demand and the accompanying certificate delivered by the Beneficiaries' Representative to Grantor. Each such demand shall (1) state the name of the Beneficiary on whose behalf such demand is made, (2) certify that a copy of the demand is being delivered by the Beneficiaries' Representative simultaneously to Grantor, and (3) be accompanied by the appropriate certificate of the Beneficiaries' Representative included in Exhibit B or Exhibit C referred to in Section 4.6(a)(i) or (ii).

        (i)    Each demand upon the Trust for an Expense Advance shall be delivered by the Beneficiaries' Representative to the Trustee, and shall be substantially in the form of Exhibit B ; or

        (ii)   Each demand upon the Trust for indemnification for any Losses (other than a demand upon the Trust solely for an Expense Advance) shall be delivered by the Beneficiaries' Representative to the Trustee, and shall be substantially in the form of Exhibit C .

        (b)   No sooner than five (5) Business Days after a demand is made under Section 4.6(a)(i) or 4.6(a)(ii) of this Agreement by the Beneficiaries' Representative for an Expense Advance or for indemnification for any Losses, the Trustee shall distribute funds to the Beneficiary as specified in such demand in the amount and manner set forth therein unless prior to the making of such payment, Grantor has notified the Beneficiaries' Representative and the Trustee that Grantor will promptly pay the amount so demanded to the Beneficiary directly, and does so within two (2) Business Days, as confirmed to the Trustee in writing by Beneficiaries' Representative. The rights of the Beneficiaries to demand and receive distributions from the Trustee in respect of an Expense Advance or for indemnification for any Losses shall not be affected or diminished in any way by the existence of any dispute between the named Beneficiary and Grantor or any alleged right of offset in favor of Grantor, and the Trustee shall be entitled to rely upon the demand of the Beneficiaries' Representative pursuant to Section 4.6(a)(i) and 4.6(a)(ii) in making distributions from the Trust Fund in respect of an Expense Advance or indemnification for any Losses. Such distributions shall be made notwithstanding any notice or demand by or on behalf of Grantor that the distributions should not be made because any Beneficiary is not entitled to some or all of the amount of such distributions or for some other reason.

        (c)   If, at any time, the Trustee does not have sufficient funds to satisfy all pendin