1991 Restricted Stock Plan

EXHIBIT NUMBER 10.6
1991 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


EXHIBIT 10.6


MEDTRONIC, INC. 1991 RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
("PLAN")


1. PURPOSE.


The purpose of this Plan is to permit Non-Employee Directors of
Medtronic, Inc. (the "Company") to receive all or part of their Annual
Retainers in Restricted Stock in order to provide an opportunity for
Non-Employee Directors to increase their holdings of Common Stock of
the Company.


2. DEFINITIONS.


Whenever used herein, the following terms shall have the meanings indicated below:


(a) "Annual Retainer" means the fixed annual fee of a Non-Employee
Director in effect on the October 1 as of which the Restricted
Stock is issued pursuant to this Plan for services to be
rendered as a director of the Company. The Annual Retainer
does not include meeting fees or chairmanship fees.


(b) "Common Stock" means the common stock, $.10 par value, of the
Company.


(c) "Disability" means the physical or mental disability or
incapacity of a Non-Employee Director which, in the estimation
of a majority of the members of the Board of Directors of the
Company other than such Non-Employee Director, renders such
Non-Employee Director incapable of continuing to serve as a
director of the Company.


(d) "Fair Market Value" of the Common Stock on a per share basis
means the closing price of the Common Stock reported on the
New York Stock Exchange Composite Transactions Listing for the
first business day of the October in which the Restricted
Stock being valued is issued.


(e) "Non-Employee Director" means any person serving as a director
of the Company on the October 1 as of which the Restricted
Stock is issued, provided that such person is not an employee
of the Company as of such October 1.


(f) "Recipient" means the Non-Employee Director in whose name
Restricted Stock is issued pursuant to this Plan.


(g) "Restricted Stock" means Common Stock which may not be
assigned, sold, pledged, hypothecated or otherwise transferred
or disposed of by the Recipient prior to the lapse of
restrictions established pursuant to the terms of this Plan.


3. SHARE PAYMENTS.


(a) Each Non-Employee Director may irrevocably elect, prior to
April 1 of the calendar year in which such Restricted Stock is
to be issued, to receive 25%, 50%, 75% or 100% of the Annual
Retainer in the form of Restricted Stock to be issued as of
October 1 of such year (which issuances of Restricted Stock
shall be prorated for fractional years for those Non-Employee
Directors scheduled to retire, in accordance with the policies
of the Company then in effect, prior to the annual meeting
following such October 1). Each irrevocable election shall be
made on a form provided by the Company and returned by the
Non-Employee Director to the officer or other employee of the
Company designated on such form prior to such April 1. In the
event of such an election, a number of shares of Restricted
Stock equal to the amount of the Annual Retainer as to which
the election is made, divided by the per share Fair Market
Value ...