Form of Warrants Issued On April 12, 2006

Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.


Exhibit 10.28


April 12, 2006


To:

Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, Minnesota 55432
Attn: Treasurer
Telephone: (763) 505-2697
Facsimile: (763) 505-2700


With a copy to:


Attn: General Counsel
Facsimile: (763) 505-2980


From: [_________________]
[_________________]
[_________________]
Attn: [_________________]
Telephone: [_________________]
Facsimile: [_________________]


Re:

Issuer Warrant Transaction
(Transaction Reference Number: _________________ )

Ladies and Gentlemen:

The purpose of this communication (this " Confirmation" ) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the " Transaction" ) between [_________________] (" Dealer" ) and Medtronic, Inc. (" Issuer" ). This communication constitutes a " Confirmation" as referred to in the ISDA Master Agreement specified below.

1. This Confirmation is subject to, and incorporates, the definitions and provisions of the 2000 ISDA Definitions (including the Annex thereto) (the " 2000 Definitions" ) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the " Equity Definitions" , and together with the 2000 Definitions, the " Definitions" ), in each case as published by the International Swaps and Derivatives Association, Inc. (" ISDA" ). In the event of any inconsistency between the 2000 Definitions and the Equity Definitions, the Equity Definitions will govern. For purposes of the Equity Definitions, each reference herein to a Warrant shall be deemed to be a reference to a Call Option or an Option, as context requires.

Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties' entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below.

This Confirmation evidences a complete and binding agreement between Dealer and Issuer as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall be subject to an agreement (the " Agreement" ) in the form of the 2002 ISDA Master Agreement (the " ISDA Form" ) as if Dealer and Issuer had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation). For the avoidance of doubt, the Transaction shall be the only transaction under the Agreement.

All provisions contained in, or incorporated by reference to, the Agreement will govern this Confirmation except as expressly modified herein. In the event of any inconsistency between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern.


2. The Transaction is a Warrant Transaction, which shall be considered a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows:


General Terms:


Trade Date:


April 12, 2006


Effective Date:


April 18, 2006, subject to Section 8(m) below


Components:


The Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in particular, with the Number of Warrants and Expiration Date set forth in this Confirmation. The payments and deliveries to be made upon settlement of the Transaction will be determined separately for each Component as if each Component were a separate Transaction under the Agreement.


Warrant Style:


European


Warrant Type:


Call


Seller:


Issuer


Buyer:


Dealer


Shares:


The Common Stock of Issuer, par value USD 0.10 per share (Ticker Symbol: " MDT" ).


Number of Warrants:


For each Component, as provided in Annex A to this Confirmation.


Warrant Entitlement:


One Share per Warrant


Strike Price:


USD76.56


Premium:


USD [___________] (Premium per Warrant USD [__________])


Premium Payment Date:


The Effective Date


Exchange:


New York Stock Exchange


Related Exchange:


All Exchanges


Procedures for Exercise:


In respect of any Component:


Expiration Time:


Valuation Time


Expiration Date:


As provided in Annex A to this Confirmation (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day that is not already an Expiration Date for another Component); provided that if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in respect of any other Component of the Transaction hereunder; and provided further that if the Expiration Date has not occurred pursuant to

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the preceding proviso as of the Final Disruption Date, the Final Disruption Date shall be the Expiration Date (irrespective of whether such date is an Expiration Date in respect of any other Component for the Transaction). " Final Disruption Date" means December 10, 20__. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make adjustments to the number of Warrants for the relevant Component for which such day shall be the Expiration Date and shall designate the Scheduled Trading Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Warrants for such Component. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an Expiration Date.


Market Disruption Event:


Section 6.3(a) of the 2002 Definitions is hereby amended by deleting the words " during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be," in clause (ii) thereof.


Automatic Exercise:


Applicable; and means that each Warrant not previously exercised under the Transaction will be deemed to be automatically exercised at the Expiration Time on the Expiration Date unless Buyer notifies Seller (by telephone or in writing) prior to the Expiration Time on the Expiration Date that it does not wish Automatic Exercise to occur, in which case Automatic Exercise will not apply.


Issuer' s Telephone Number
and Telex and/or Facsimile Number
and Contact Details for purpose of
Giving Notice:


Attn: Treasurer


Telephone: (763) 505-2697
Facsimile: (763) 505-2700


With a copy to:


Attn: General Counsel
Facsimile: (763) 505-2980


Settlement Terms:


In respect of any Component:


Settlement Currency:


USD


Net Share Settlement:


On each Settlement Date, Issuer shall deliver to Dealer a number of Shares equal to the Number of Shares to be Delivered for such Settlement Date to the account specified by Dealer and cash in lieu of

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any fractional shares valued at the Relevant Price on the Valuation Date corresponding to such Settlement Date. If, in the reasonable opinion of Issuer or Dealer based on advice of counsel, for any reason, the Shares deliverable upon Net Share Settlement would not be immediately freely transferable by Dealer under Rule 144(k) under the Securities Act of 1933, as amended (the " Securities Act" ), then Dealer may elect to either (x) accept delivery of such Shares notwithstanding any restriction on transfer or (y) have the provisions set forth in Section 8(b) below apply.


The Number of Shares to be Delivered shall be delivered by Issuer to Dealer no later than 12:00 noon (local time in New York City) on the relevant Settlement Date.


Number of Shares to be Delivered:


In respect of any Exercise Date, subject to the last sentence of Section 9.5 of the Equity Definitions, the product of (i) the number of Warrants exercised or deemed exercised on such Exercise Date, (ii) the Warrant Entitlement and (iii) (A) the excess of the VWAP Price on the Valuation Date occurring on such Exercise Date over the Strike Price divided by (B) such VWAP Price.


VWAP Price:


For any Valuation Date, the per Share volume-weighted average price as displayed under the heading " Bloomberg VWAP" on Bloomberg page MDT VAP (or any successor thereto) in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such Valuation Date (or if such volume-weighted average price is unavailable, the market value of one Share on such Valuation Date, as determined by the Calculation Agent). Notwithstanding anything to the contrary in the Equity Definitions, if there is a Market Disruption Event on any Valuation Date, then the Calculation Agent shall determine the VWAP Price for such Valuation Date on the basis of its good faith estimate of the market value for the relevant Shares on such Valuation Date.


Other Applicable Provisions:


The provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws as a result of the fact that Seller is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to " Physically-Settled" shall be read as references to " Net Share Settled" . " Net Share Settled" in relation to any Warrant means that Net Share Settlement is applicable to such Warrant.

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Adjustments:


In respect of any Component:


Method of Adjustment:


Calculation Agent Adjustment


Dividend Adjustment:


In the event that Issuer pays a Relevant Dividend, on the ex-dividend date for such Relevant Dividend, the Strike Price shall be adjusted by dividing the Strike Price previously in effect by the Adjustment Ratio for such Relevant Dividend, the Number of Warrants shall be adjusted by multiplying the Number of Warrants previously in effect by such Adjustment Ratio, and the Threshold Amount shall be adjusted by dividing the Threshold Amount previously in effect by such Adjustment Ratio.


Adjustment Ratio:


For any Relevant Dividend, a fraction (A) the numerator of which is equal to the Current Market Price for such Relevant Dividend minus the Threshold Dividend Amount for such Relevant Dividend and (B) the denominator of which is such Current Market Price minus the amount of such Relevant Dividend.


Current Market Price:


For any Relevant Dividend, the Relevant Price of the Shares on the Exchange Business Day immediately preceding the ex-dividend date for such Relevant Dividend (determined as if such Exchange Business Day were a Valuation Date).


Relevant Dividend:


Any cash dividend or distribution that has an ex-dividend date occurring on or after the Trade Date and on or prior to the Expiration Date (it being understood, for the avoidance of doubt, that such term shall not include (i) a distribution of cash by Issuer as payment of consideration in connection with a Tender Offer or (ii) a distribution in connection with the liquidation, dissolution or winding up of Issuer).


Threshold Dividend Amount:


With respect to each calendar quarter, for the first dividend or distribution for which the ex-dividend date occurs within such quarter, the Threshold Amount and, for any subsequent dividend or distribution for which the ex-dividend date occurs within the same quarter, USD 0.00.


Threshold Amount:


USD0.09625 per Share (subject to adjustment in accordance with the Calculation Agent Adjustment to account for any Potential Adjustment Event, and subject to adjustment to account for any change to the frequency or timing of payment of Issuer' s regular dividend).


Extraordinary Events:


Consequences of Merger Events:


(a) Share-for-Share:


Modified Calculation Agent Adjustment

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(b)

Share-for-Other:


Cancellation and Payment (Calculation Agent Determination)


(c)

Share-for-Combined:


Component Adjustment


Tender Offer:


Applicable


Consequences of Tender Offers:


(a)

Share-for-Share:


Modified Calculation Agent Adjustment


(b)

Share-for-Other:


Cancellation and Payment (Calculation Agent Determination) on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration.


(c)

Share-for-Combined:


Modified Calculation Agent Adjustment


Nationalization, Insolvency


or Delisting:


Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or The NASDAQ National Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange; and provided further that the definition of " Delisting" in Section 12.6 (a)(iii) of the Equity Definitions shall be deemed to be amended by adding " , subject to no further conditions," after the word " will."


Additional Disruption Events:


(a)

Change in Law:


Applicable


(b)

Failure to Deliver:


Applicable


(c)

Insolvency Filing:


Applicable


(d)

Hedging Disruption:


Applicable


(e)

Increased Cost of Hedging:


Not Applicable


(f)

Loss of Stock Borrow:


Applicable


Maximum Stock Loan Rate:


2.00% per annum


(g)

Increased Cost of Stock Borrow:


Applicable


Initial Stock Loan Rate:


0.25% per annum


Hedging Party:


Buyer for all applicable Additional Disruption Events


Determining Party:


Buyer for all applicable Additional Disruption Events


Non-Reliance:


Applicable


Agreements and Acknowledgments


Regarding Hedging Activities:


Applicable

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Additional Acknowledgments:


Applicable


3. Calculation Agent :


Dealer. The Calculation Agent shall deliver, within five Exchange Business Days of a written request by either party, a written explanation of any calculation or adjustment made by it, and including, where applicable, the methodology applied.


4. Account Details :


Dealer Payment Instructions:


[_______________________]


Bank Routing:

[_________________]


Account Name:

[_________________]


Account No. :

[_________________]


Issuer Payment Instructions:


To be provided by Issuer.


5. Offices :


The Office of Dealer for the Transaction is:


[________________]


The Office of Issuer for the Transaction is:


Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, Minnesota 55432


6. Notices : For purposes of this Confirmation:


(a)


Address for notices or communications to Issuer:


To:

Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, Minnesota 55432


Attn:

Treasurer


Telephone:

(763) 505-2697


Facsimile:

(763) 505-2700


With a copy to:


Attn:

General Counsel


Facsimile:

(763) 505-2980


(b)


Address for notices or communications to Dealer:


To:

[_________________]


[_________________]


[_________________]


Attn:

[_________________]


Telephone:

[_________________]


Facsimile:

[_________________]


With a copy to:


Attn:

[_________________]


[_________________]


Telephone:

[_________________]


Facsimile:

[_________________]


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7. Representations, Warranties and Agreements :


(a) In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Issuer represents and warrants to and for the benefit of, and agrees with, Dealer as follows:


(i) On the Trade Date, (A) none of Issuer and its officers and directors is aware of any material nonpublic information regarding Issuer or the Shares and (B) all reports and other documents filed by Issuer with the Securities and Exchange Commission pursuant to the Exchange Act when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.


(ii) Without limiting the generality of Section 13.1 of the Equity Definitions, Issuer acknowledges that Dealer is not making any representations or warranties with respect to the treatment of the Transaction under FASB Statements 149 or 150, EITF Issue No. 00-19 (or any successor issue statements) or under FASB' s Liabilities & Equity Project.


(iii) Prior to the Trade Date, Issuer shall deliver to Dealer a resolution of Issuer' s board of directors authorizing the Transaction and such other certificate or certificates as Dealer shall reasonably request.


(iv) Issuer is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the Exchange Act.


(v) Issuer is not, and after giving effect to the transactions contemplated hereby will not be, an " investment company" as such term is defined in the Investment Company Act of 1940, as amended.


(vi) On the Trade Date (A) the assets of Issuer at their fair valuation exceed the liabilities of Issuer, including contingent liabilities, (B) the capital of Issuer is adequate to conduct the business of Issuer and (C) Issuer has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.


(vii) Issuer shall not take any action to decrease the number of Available Shares below the Capped Number (each as defined below).


(viii) The representations and warranties of Issuer set forth in Section 3 of the Agreement and Section 1 of the Purchase Agreement (the " Purchase Agreement" ) dated as of the Trade Date between Issuer and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated as representatives of the Initial Purchasers party thereto are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein.


(ix) Issuer understands no obligations of Dealer to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of Dealer or any governmental agency.


(b) Each of Buyer and Issuer agrees and represents that it is an " eligible contract participant" as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as amended.


(c) Each of Dealer and Issuer acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the " Securities Act" ), by virtue of Section 4(2) thereof. Accordingly, Dealer represents and warrants to Issuer that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment and its investments in and liabilities in respect of the Transaction, which it understands are not readily marketable, are not disproportionate to its net worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment in the Transaction, (ii) it

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is an " accredited investor" as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account without a view to the distribution or resale thereof, (iv) the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws, (v) its financial condition is such that it has no need for liquidity with respect to its investment in the Transaction and no need to dispose of any portion thereof to satisfy any existing or contemplated undertaking or indebtedness and is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction.


(d) Each of Dealer and Issuer agrees and acknowledges (A) that this Confirmation is (i) a " securities contract," as such term is defined in Section 741(7) of Title 11 of the United States Code (the " Bankruptcy Code" ), with respect to which each payment and delivery hereunder is a " settlement payment," as such term is defined in Section 741(8) of the Bankruptcy Code, and (ii) a " swap agreement," as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder is a " transfer," as such term is defined in Section 101(54) of the Bankruptcy Code, and (B) that Dealer is entitled to the protections afforded by, among other sections, Section 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code.


(e) Issuer shall deliver to Dealer an opinion of counsel, dated as of the Trade Date and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth in Section 3(a) of the Agreement.


8. Other Provisions :


(a) Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events . If, subject to Section 8(k) below, Issuer shall owe Buyer any amount pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions (except in the event of an Insolvency, a Nationalization, a Tender Offer or a Merger Event, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash) or pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which Issuer is the Defaulting Party or a Termination Event in which Issuer is the Affected Party, that resulted from an event or events within Issuer' s control) (a " Payment Obligation" ), Issuer shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) by giving irrevocable telephonic notice to Buyer, confirmed in writing within one Scheduled Trading Day, between the hours of 9:00 A.M. and 4:00 P.M. New York City time on the Merger Date, Tender Offer Date, Announcement Date or Early Termination Date, as applicable (" Notice of Share Termination" ). Upon such Notice of Share Termination, the following provisions shall apply on the Scheduled Trading Day immediately following the Merger Date, the Tender Offer Date, Announcement Date or Early Termination Date, as applicable:


Share Termination Alternative:

Applicable and means that Issuer shall deliver to Dealer the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable (the " Share Termination Payment Date" ), in satisfaction of the Payment Obligation.


Share Termination Delivery
Property:


A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.


Share Termination Unit Price:

The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the

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Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Issuer at the time of notification of the Payment Obligation.


Share Termination Delivery Unit:

In the case of a Termination Event, Event of Default or Delisting, one Share or, in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.


Failure to Deliver:

Applicable


Other applicable provisions:

If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws as a result of the fact that Seller is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to " Physically-Settled" shall be read as references to " settled by Share Termination Alternative" and all references to " Shares" shall be read as references to " Share Termination Delivery Units" . If, in the reasonable opinion of counsel to Issuer or Dealer, for any reason, any securities comprising the Share Termination Delivery Units deliverable pursuant to this Section 8(a) would not be immediately freely transferable by Dealer under Rule 144(k) under the Securities Act, then Dealer may elect to either (x) accept delivery of such securities notwithstanding any restriction on transfer or (y) h ...