EX-4.2



 Exhibit 4.2 
  

 
 MEDTRONIC, INC. 

 
  

Sixth Supplemental Indenture 

Dated as of February 27, 2014 
  

 
 (Sixth
Supplemental Indenture to the Indenture Dated as of March 12, 2009) 
  

 
 WELLS FARGO
BANK, NATIONAL ASSOCIATION, 
 as Trustee 
  

 







 SIXTH SUPPLEMENTAL INDENTURE, dated as of February 27, 2014, between Medtronic, Inc., a
corporation duly organized and existing under the laws of Minnesota (herein called the “Company”), and Wells Fargo Bank, National Association, as Trustee (herein called “Trustee”). 

RECITALS: 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of March 12, 2009 (the “Base
Indenture”), providing for the issuance from time to time of the Company’s debentures, notes or other evidences of indebtedness (herein and therein called the “Securities”), to be issued in one or more series as
provided in the Base Indenture; 
 WHEREAS, Section 9.01 of the Base Indenture permits the Company and the Trustee to enter into an
indenture supplemental to the Base Indenture to establish the form and terms of any series of Securities; 
 WHEREAS, Section 2.01 of
the Base Indenture permits the form of Securities of any series to be established in an indenture supplemental to the Base Indenture; 

WHEREAS, Section 3.01 of the Base Indenture permits certain terms of any series of Securities to be established pursuant to an indenture
supplemental to the Base Indenture; 
 WHEREAS, pursuant to Sections 2.01 and 3.01 of the Base Indenture, the Company desires to provide for
the establishment of four new series of Securities under the Base Indenture, the form and substance of such Securities and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture, as amended and supplemented by
Article 4 of the Fifth Supplemental Indenture, dated as of March 26, 2013 and further amended and supplemented by this Sixth Supplemental Indenture; 

WHEREAS, all things necessary to make this Sixth Supplemental Indenture a valid agreement of the Company, in accordance with its terms, have
been done; 
 NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities of each of the four series established by this Sixth Supplemental
Indenture by the holders thereof (the “Noteholders”), it is mutually agreed, for the equal and proportionate benefit of all such Noteholders, as follows: 

ARTICLE 1 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION 
 Section 1.01. Relation to Base Indenture. This Sixth Supplemental Indenture constitutes a part of
the Base Indenture (the provisions of which, as amended and supplemented by Article 4 of the Fifth Supplemental Indenture, dated as of March 26, 2013 and further amended and supplemented by this Sixth Supplemental Indenture, shall








 
apply to the Notes (as defined herein)) in respect of the Notes but shall not modify, amend or otherwise affect the Base Indenture insofar as it relates to any other series of Securities or
modify, amend or otherwise affect in any manner the terms and conditions of the Securities of any other series. 
 Section 1.02.
Definitions. For all purposes of this Sixth Supplemental Indenture, the capitalized terms used herein (i) which are defined in this Section 1.02 have the respective meanings assigned hereto in this Section 1.02 and (ii) which
are defined in the Base Indenture (and which are not defined in this Section 1.02) have the respective meanings assigned thereto in the Base Indenture. For all purposes of this Sixth Supplemental Indenture: 

(a) Unless the context otherwise requires, any reference to an Article or Section refers to an Article or Section, as the case may be, of this
Sixth Supplemental Indenture; 
 (b) The words “herein,” “hereof” and “hereunder” and words of similar import
refer to this Sixth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; and 
 (c) The terms
defined in this Section 1.02(c) have the meanings assigned to them in this Section and include the plural as well as the singular: 

“2017 Floating Rate Notes” has the meaning set forth in Section 2.01(a). 

“2017 Notes” has the meaning set forth in Section 2.01(a). 

“2024 Notes” has the meaning set forth in Section 2.01(a). 

“2044 Notes” has the meaning set forth in Section 2.01(a). 

“Calculation Agent” shall initially mean Wells Fargo Bank, National Association, or any successor appointed from time to time
by the Company acting as calculation agent in respect of the 2017 Floating Rate Notes. 
 “Daily Interest Amount” shall have
the meaning set forth in Section 2.01(d). 
 “Designated LIBOR Page” means the display on Page LIBOR01 of Reuters (or
any successor service) for the purpose of displaying the London interbank offered rates of major banks for U.S. dollars (or such other page as may replace that page on that service or such other service or services as may be denominated for the
purpose of displaying London interbank offered rates for U.S. dollar deposits by the British Bankers’ Association (the “BBA”), its successor, such as ICE Benchmark Administration Limited or such other entity assuming the
responsibility of the BBA or its successor in calculating Three-Month LIBOR in the event the BBA or its successor no longer does so). 

“Floating Rate Interest Payment Date” has the meaning set forth in Section 2.01(d). 

  
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 “Fixed Rate Interest Payment Date” has the meaning set forth in
Section 2.01(d). 
 “Fixed Rate Notes” means the 2017 Notes, the 2024 Notes and the 2044 Notes. 

“Interest Determination Date” means the second London Business Day immediately preceding the first day of the relevant
Interest Period. 
 “Interest Payment Date” has the meaning set forth in Section 2.01(d). 

“Interest Period” has the meaning set forth in Section 2.01(d). 

“Interest Reset Date” means the first day of the relevant Interest Period. 

“London Business Day” means any day on which dealings in U.S. dollars are transacted in the London interbank market. 

“Maturity Date” has the meaning set forth in Section 2.01(c). 

“Notes” has the meaning set forth in Section 2.01(a). 

“Three-Month LIBOR” will be determined by the Calculation Agent in accordance with the following provisions: 

(1) With respect to any Interest Determination Date, Three-Month LIBOR will be the offered rate for deposits in the London
interbank market in U.S. dollars having an index maturity of three months for a period commencing on the first day of the applicable Interest Period in amounts of not less than $1,000,000, as such rate appears on the Designated LIBOR Page at
approximately 11:00 a.m., London time, on such Interest Determination Date. If no such rate appears, then Three-Month LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in
(2) below. 
 (2) With respect to an Interest Determination Date on which no rate appears on the Designated LIBOR Page,
the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market (which may include affiliates of the Underwriters), as selected by the Calculation Agent (in consultation with the
Company no less than 20 calendar days prior to the relevant Interest Determination Date), to provide its offered quotation (expressed as a percentage per annum) for deposits in U.S. dollars for the period of three months, commencing on the related
Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market
at that time. If at least two quotations are provided, then Three-Month LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then Three-Month LIBOR on the Interest
Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Interest 

  
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Determination Date by three major banks in the City of New York (which may include affiliates of the Underwriters) selected by the Calculation Agent (in consultation with the Company no less than
20 calendar days prior to the relevant Interest Determination Date) for loans in U.S. dollars to leading European banks, for a period of three months, commencing on the related Interest Reset Date, and in a principal amount that is representative
for a single transaction in U.S. dollars in that market at that time. If at least two such rates are so provided, Three-Month LIBOR on the Interest Determination Date will be the arithmetic mean of such rates. If fewer than two such rates are so
provided, Three-Month LIBOR on the Interest Determination Date will be Three-Month LIBOR in effect with respect to the immediately preceding Interest Determination Date. 

“Underwriters” means the underwriters as set forth in Schedule I to the Underwriting Agreement dated February 20, 2014
among the Company and Barclays Capital Inc., Goldman, Sachs & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated. 

ARTICLE 2 
 GENERAL
TERMS AND CONDITIONS OF THE NOTES 

Section 2.01. Terms of Notes. Pursuant to Sections 2.01 and 3.01 of the Base Indenture, there is hereby established four
series of Securities, the terms of which shall be as follows:  
 (a) Designation. The Securities of these series shall be
known and designated as the “Floating Rate Notes due 2017” (the “2017 Floating Rate Notes”), the “0.875% Notes due 2017” (the “2017 Notes”), the “3.625% Notes due 2024” (the
“2024 Notes”), and the “4.625% Notes due 2044” (the “2044 Notes” and together with the 2017 Floating Rate Notes, the 2017 Notes and the 2024 Notes, the “Notes”) of the Company. The CUSIP
number of the 2017 Floating Rate Notes is 585055 BE5, the CUSIP number of the 2017 Notes is 585055 BB1, the CUSIP number of the 2024 Notes is 585055 BC9 and the CUSIP number of the 2044 Notes is 585055 BD7. 

(b) Form and Denominations. The Notes will be issued only in fully registered form, and the authorized denominations of the Notes shall
be $2,000 principal amount and any integral multiple of $1,000 in excess thereof. The 2017 Floating Rate Notes will initially be issued in the form of one or more Global Securities substantially in the form of Annex A attached hereto, with such
modifications thereto as may be approved by the authorized officer executing the same. The 2017 Notes will initially be issued in the form of one or more Global Securities substantially in the form of Annex B attached hereto, with such modifications
thereto as may be approved by the authorized officer executing the same. The 2024 Notes will initially be issued in the form of one or more Global Securities substantially in the form of Annex C attached hereto, with such modifications thereto as
may be approved by the authorized officer executing the same. The 2044 Notes will initially be issued in the form of one or more Global Securities substantially in the form of Annex D attached hereto, with such modifications thereto as may be
approved by the authorized officer executing the same. The Notes will be denominated in U.S. dollars and payments of principal and interest will be made in U.S. dollars. 

  
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 (c) Maturity Date. The principal amount of, and all accrued and unpaid interest on, the
Notes shall be payable in full on February 27, 2017 for the 2017 Floating Rate Notes, February 27, 2017 for the 2017 Notes, March 15, 2024 for the 2024 Notes, and March 15, 2044 for the 2044 Notes, or if such days are not
Business Days, the following Business Day (each, the “Maturity Date’’). 
 (d) Interest. 

(i) Interest Period and Rate. Interest payable on any Interest Payment Date (as defined below), the
Maturity Date or, if applicable, the Redemption Date (as defined in the Base Indenture), shall be the amount accrued from, and including, the immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for
(or from and including the original issue date of February 27, 2014, if no interest has been paid or duly provided for with respect to the Notes) to but excluding such Interest Payment Date, Maturity Date or, if applicable, Redemption Date, as
the case may be (each, an “Interest Period”). The 2017 Floating Rate Notes will bear interest at a floating rate per annum, reset quarterly on each Interest Reset Date, equal to Three-Month LIBOR, as determined on the Interest
Determination Date for that Interest Period, plus 0.09%, as calculated by the Calculation Agent, from February 27, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable quarterly in
arrears on February 27, May 27, August 27 and November 27 of each year, commencing May 27, 2014 (each, a “Floating Rate Interest Payment Date”). The interest rate on the 2017 Floating Rate Notes
will be limited to the maximum interest rate permitted by New York law or other applicable state law, as such law may be modified by United States law of general application.  

The Fixed Rate Notes will bear interest at a rate of 0.875% for the 2017 Notes, 3.625% for the 2024 Notes, and 4.625%
for the 2044 Notes per annum from the original issue date thereof to the respective Maturity Date. Interest on the Fixed Rate Notes shall be payable semi-annually in arrears on (a) February 27 and August 27 of each year, beginning on
August 27, 2014, in the case of the 2017 Notes and (b) March 15 and September 15 of each year, beginning on September 15, 2014, in the case of the 2024 and 2044 Notes (each such date, a “Fixed Rate Interest Payment
Date”, and together with the Floating Rate Interest Payment Date, each an “Interest Payment Date”).  

(ii) Calculation of Interest Payable. The amount of interest for each day that the 2017 Floating Rate Notes are
outstanding (the “Daily Interest Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the outstanding principal amount of the 2017 Floating Rate Notes. The amount of
interest to be paid on the 2017 Floating Rate Notes for any Interest Period will be calculated by adding the Daily Interest Amounts for each day in such Interest Period. The day count fraction will be Actual/360. All percentages resulting from any
calculation of any interest rate for the 2017 Floating Rate Notes will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
..09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts would be rounded to 

  
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the nearest cent, with one-half cent being rounded upward. If any Floating Rate Interest Payment Date (other than the Maturity Date) or Interest Reset Date for the 2017 Floating Rate Notes would
otherwise be a day that is not a Business Day, such Floating Rate Interest Payment Date or Interest Reset Date shall be the next succeeding Business Day, unless the next succeeding Business Day is in the next succeeding calendar month, in which case
such Floating Rate Interest Payment Date or Interest Reset Date shall be the immediately preceding Business Day. 
 The
amount of interest payable in the case of the Fixed Rate Notes, for any semi-annual Interest Period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for any period shorter than a
full semi-annual Interest Period, in the case of the Fixed Rate Notes, for which interest is computed will be computed on the basis of the actual number of days elapsed per 30-day month. In the event any Fixed Rate Interest Payment Date on or before
the Maturity Date falls on a day that is not a Business Day, the interest payment due on that date will be postponed to the next day that is a Business Day and no interest shall accrue as a result of such postponement. 

In the event the Maturity Date or, if applicable, a Redemption Date for any Note falls on a day that is not a Business Day,
then the related payments of principal, premium, if any, and interest may be made on the next succeeding date that is a Business Day (and no additional interest will accumulate on the amount payable for the period from and after the Maturity Date
for such Note). Interest due on the Maturity Date or, if applicable, a Redemption Date (in each case, whether or not an Interest Payment Date) will be paid to the Person to whom principal of such Notes is payable. 

(e) To Whom Interest is Payable. In the case of the 2017 Floating Rate Notes, Interest shall be payable to the Person in whose name such
Note is registered at the close of business on the Regular Record Date for such interest, which shall be February 12, May 12, August 12 or November 12 (in each case whether or not a Business Day), as the case may be,
next preceding such Floating Rate Interest Payment Date, or, in the event the 2017 Floating Rate Notes cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to that Floating Rate Interest
Payment Date, whether or not a Business Day. 
 In the case of the Fixed Rate Notes, Interest shall be payable to the Person in whose name
such Fixed Rate Notes are registered at the close of business on the Regular Record Date for such interest, which shall be (in each case whether or not a Business Day) February 12 or August 12, in the case of the 2017 Notes, and
February 28 or August 31, in the case of the 2024 Notes and the 2044 Notes, in each case as the case may be, next preceding such Fixed Rate Interest Payment Date, or, in the event the Fixed Rate Notes cease to be held in the form of one or
more Global Securities, at the close of business on the date 15 days prior to that Fixed Rate Interest Payment Date, whether or not a Business Day. 

  
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 (f) Sinking Fund; Noteholder Repurchase Right. The Notes shall not be subject to any
sinking fund or analogous provision or be redeemable at the option of the Noteholders. 
 (g) Registrar, Paying Agent,
Authenticating Agent and Place of Payment. The Company hereby appoints Wells Fargo Bank, National Association as Security Registrar and Paying Agent and accepts Wells Fargo Bank, National Association as Authentication Agent with respect to the
Notes. The Notes may be surrendered for registration of transfer and for exchange at the office or agency of the Company maintained for such purpose in the City of New York, New York and at any other office or agency maintained by the Company for
such purpose. The Place of Payment for the Notes shall be the Paying Agent’s office.  
 Payments on the Notes, other than
payment of interest due at Maturity, may be made, in the case of a Noteholder of at least $5,000,000 aggregate principal amount of Notes of any one series, by wire transfer to a U.S. dollar account maintained by the payee with a bank in New York
City, if such Noteholder elects payment by wire transfer by giving written notice to the Paying Agent to such effect and designating such account no later than 15 days immediately preceding the relevant Interest Payment Date (or such other date as
the Paying Agent may accept in its discretion). 
 (h) Defeasance. Until the Maturity Date, the Notes will be subject to Sections
13.02 and 13.03 of the Base Indenture. 
 ARTICLE 3 

SUPPLEMENTAL INDENTURES 

Section 3.01. Supplemental Indentures with Consent of Noteholders. As set forth in Section 9.02 of the Base Indenture,
with the consent of the Noteholders of a majority in the aggregate principal amount of Notes of each series affected by such supplemental indenture at the time outstanding, the Company and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental to the Base Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture, the amendments effected by Article 4 of the Fifth
Supplemental Indenture, dated as of March 26, 2013, or this Sixth Supplemental Indenture or of modifying in any manner the rights of the Noteholders. 

ARTICLE 4 

MISCELLANEOUS 

Section 4.01. Relationship to Existing Base Indenture. This Sixth Supplemental Indenture is a supplemental indenture within the
meaning of the Base Indenture. The Base Indenture, as amended and supplemented by Article 4 of the Fifth Supplemental Indenture, dated as of March 26, 2013 and as further supplemented and amended by this Sixth Supplemental Indenture, is in all
respects ratified, confirmed and approved and, with respect to the Notes, the Base Indenture, as supplemented and amended by this Sixth Supplemental Indenture, shall be read, taken and construed as one and the same instrument. 

  
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 Section 4.02. Modification of the Existing Base Indenture. Except as expressly
modified by this Sixth Supplemental Indenture, the provisions of the Base Indenture, as amended and supplemented by Article 4 of the Fifth Supplemental Indenture, dated as of March 26, 2013, shall govern the terms and conditions of the Notes.
 
 Section 4.03. Governing Law. This instrument shall be governed by and construed in accordance with the laws of
the State of New York and of the United States.  
 Section 4.04. Counterparts. This instrument may be executed in
any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.  

Section 4.05. Trustee Makes No Representation. The recitals contained herein are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Sixth Supplemental Indenture (except for its execution thereof and its certificates of
authentication of the Notes). 
 Section 4.06 Calculation Agent. All calculations made by the Calculation Agent
shall, in the absence of manifest error, be conclusive for all purposes and binding on the Company and the Holders of the 2017 Floating Rate Notes. So long as Three-Month LIBOR is required to be determined with respect to the 2017 Floating Rate
Notes, there will at all times be a Calculation Agent. In the event that any then-acting Calculation Agent shall be unable or unwilling to act, or that such Calculation Agent shall fail duly to establish the Three-Month LIBOR for any Interest
Period, or that the Company proposes to remove such Calculation Agent, the Company shall appoint the Company or another person which is a bank, trust company, investment banking firm or other financial institution to act as the Calculation Agent.

 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly
executed and attested all as of the day and year first above written. 
  

					
	MEDTRONIC, INC.
		
	By:	 	/s/ Gary L. Ellis
		 	Gary L. Ellis
		 	Senior Vice President and Chief Financial Officer


  

					
	Attest:
		
	By:	 	/s/ Keyna P. Skeffington
		 	Keyna P. Skeffington
		 	Vice President and Deputy General Counsel

  

					
		
	By:	 	/s/ Linda Harty
		 	Linda Harty
		 	Vice President and Treasurer


  

					
	Attest:
		
	By:	 	/s/ Keyna P. Skeffington
		 	Keyna P. Skeffington
		 	Vice President and Deputy General Counsel


  
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	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

		
	By:	 	/s/ Richard Prokosch
	Name:	 	Richard Prokosch
	Title:	 	Vice President



  
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 ANNEX A 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

MEDTRONIC, INC. 
  

			
	No.             	 	CUSIP NO. 585055 BE5
		 	ISIN NO. US585055BE56
		 	$             

 Medtronic, Inc., a corporation duly incorporated and subsisting under the laws of the State of Minnesota
(herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
             Dollars on February 27, 2017 and to pay interest thereon from              or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, on February 27, May 27, August 27 and November 27 in each year, commencing             , at
a floating rate per annum, reset quarterly on each Interest Reset Date, equal to Three-Month LIBOR, as determined on the Interest Determination Date for that Interest Period, plus 0.09% as calculated by the Calculation Agent, subject to the maximum
interest rate permitted by New York law or other applicable state law, as such law may be modified by United States law of general application, until the principal hereof is paid or made available for payment. 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 12, May 12, August 12 or
November 12 (in each case whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Security (or one or 

  
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more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. The amount of interest for each day that the 2017 Floating Rate Notes are outstanding (the “Daily Interest
Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the outstanding principal amount of the 2017 Floating Rate Notes. The amount of interest to be paid on the 2017 Floating
Rate Notes for any Interest Period will be calculated by adding the Daily Interest Amounts for each day in such Interest Period. 
 Payment
of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Trustee maintained for that purpose, in such coin or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. 
 Reference is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the
certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal. 
  

									
	Dated:	 		 		 		 	
				
		 		 		 	Medtronic, Inc.
					
		 		 		 	By:	 	  

	Attest:	 		 		 		 	
				
	  
	 		 		 	
					
	Attest:	 		 		 	By:	 	  

				
	  
	 		 		 	


  
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 This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 
  

			
	Wells Fargo Bank, National Association,
		 	as Trustee
		
	By:	 	  

		 	Authorized Signature



  
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 [Reverse of Note] 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to
be issued in one or more series under an Indenture, dated as of March 12, 2009 (herein called the “Base Indenture,” which term shall have the meaning assigned to it in such instrument), as amended and supplemented by Article 4
of the Fifth Supplemental Indenture, dated as of March 26, 2013 and as further supplemented by a Sixth Supplemental Indenture, dated as of February 27, 2014 (together with the Base Indenture, the “Indenture”), between the
Company and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, initially limited in aggregate principal amount to $     . The Company may at any time issue additional securities under the Indenture in unlimited amounts having the same terms as the
Securities (except for issue price and issue date and, in some cases, the first Interest Payment Date); provided that no additional securities of a series may be issued if an Event of Default has occurred and is continuing with respect to such
series of securities. 
 The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain
restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in the Indenture. 
 The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture, at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
 As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event 

  
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of Default with respect to the Securities of this series, the Holders of at least 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this
series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or the Holder’s attorney duly authorized in writing, and thereupon one or more new Securities of this series and
of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form in denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made to a Holder for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

The Company may not redeem this Security prior to the Maturity Date. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

  
 A-6 








 ANNEX B 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

MEDTRONIC, INC. 
  

			
	No.             	 	CUSIP NO. 585055 BB1
		 	ISIN NO. US585055BB18
		 	$             

 Medtronic, Inc., a corporation duly incorporated and subsisting under the laws of the State of Minnesota
(herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
             Dollars on February 27, 2017 and to pay interest thereon from              or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, on February 27 and August 27 in each year, commencing             , at the rate of 0.875% per annum, until
the principal hereof is paid or made available for payment. 
 The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be
February 12 or August 12 (in each case whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any


  
 B-1 








 
securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Trustee maintained
for that purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 B-2 








 IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal. 
  

									
	Dated:	 		 		 		 	
				
		 		 		 	Medtronic, Inc.
					
		 		 		 	By:	 	  

	Attest:	 		 		 		 	
				
	  
	 		 		 	
					
	Attest:	 		 		 	By:	 	  

				
	  
	 		 		 	


  
 B-3 








 This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 
  

			
	Wells Fargo Bank, National Association,
		 	as Trustee
		
	By:	 	  

		 	Authorized Signature



  
 B-4 








 [Reverse of Note] 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to
be issued in one or more series under an Indenture, dated as of March 12, 2009 (herein called the “Base Indenture,” which term shall have the meaning assigned to it in such instrument), as amended and supplemented by Article 4
of the Fifth Supplemental Indenture, dated as of March 26, 2013 and as further supplemented by a Sixth Supplemental Indenture, dated as of February 27, 2014 (together with the Base Indenture, the “Indenture”), between the
Company and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, initially limited in aggregate principal amount to $     . The Company may at any time issue additional securities under the Indenture in unlimited amounts having the same terms as the
Securities (except for issue price and issue date and, in some cases, the first Interest Payment Date); provided that no additional securities of a series may be issued if an Event of Default has occurred and is continuing with respect to such
series of securities. 
 The Securities of this series are subject to redemption, as a whole or from time to time in part, upon not less
than 30 nor more than 60 days’ notice mailed to each Holder of Securities to be redeemed at his address as it appears in the Securities Register, on any date prior to February 27, 2017 (their Maturity Date) at a Redemption Price equal to
the greater of (i) 100% of the principal amount of such Securities to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date and (ii) as determined by a Quotation Agent (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest of such Securities to be redeemed (not including any portion of such payments of interest accrued and paid as of the Redemption Date) discounted to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below), plus 5 basis points, plus accrued and unpaid interest thereon to the Redemption Date; provided that unless the Company
defaults in payment of the Redemption Price, on or after the Redemption Date, interest will cease to accrue on the Securities or portions thereof called for redemption; provided further that the principal amount of a Security remaining Outstanding
after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. 
 “Adjusted Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date. The semi-annual equivalent yield to maturity will be computed as of the third Business Day immediately preceding the Redemption Date. “Comparable Treasury
Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of 

  
 B-5 








 
comparable maturity to the remaining term of such Securities. “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, (2) if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference
Treasury Dealer Quotations so received or (3) if only one Reference Treasury Dealer Quotation is received, such quotation. “Quotation Agent” means the Reference Treasury Dealer appointed by the Company. “Reference
Treasury Dealer” means (i) each of Barclays Capital Inc., Goldman, Sachs & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective successors; provided, however, that, if the
foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary
Treasury Dealer selected by the Company. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such
Redemption Date. 
 In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor
for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 
 The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect provided in the Indenture. 
 The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture, at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
 As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture 

  
 B-6 








 
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with
respect to the Securities of this series, the Holders of at least 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such
request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 No reference herein
to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times,
place and rate, and in the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on
this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or the Holder’s attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form in denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made to a Holder for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

  
 B-7 








 ANNEX C 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

MEDTRONIC, INC. 
  

			
	No.             	 	CUSIP NO. 585055 BC9
		 	ISIN NO. US585055BC90
		 	$             

 Medtronic, Inc., a corporation duly incorporated and subsisting under the laws of the State of Minnesota
(herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
             Dollars on March 15, 2024 and to pay interest thereon from              or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, on March 15 and September 15 in each year, commencing             , at the rate of 3.625% per annum, until
the principal hereof is paid or made available for payment. 
 The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be
February 28 or August 31 (in each case whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any


  
 C-1 








 
securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Trustee maintained
for that purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 C-2 








 IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal. 
  

									
	Dated:	 		 		 		 	
				
		 		 		 	Medtronic, Inc.
					
		 		 		 	By:	 	  

	Attest:	 		 		 		 	
				
	  
	 		 		 	
					
	Attest:	 		 		 	By:	 	  

				
	  
	 		 		 	


  
 C-3 








 This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 
  

			
	Wells Fargo Bank, National Association,
		 	as Trustee
		
	By:	 	  

		 	Authorized Signature



  
 C-4 








 [Reverse of Note] 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to
be issued in one or more series under an Indenture, dated as of March 12, 2009 (herein called the “Base Indenture,” which term shall have the meaning assigned to it in such instrument), as amended and supplemented by Article 4
of the Fifth Supplemental Indenture, dated as of March 26, 2013 and as further supplemented by a Sixth Supplemental Indenture, dated as of February 27, 2014 (together with the Base Indenture, the “Indenture”), between the
Company and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, initially limited in aggregate principal amount to $     . The Company may at any time issue additional securities under the Indenture in unlimited amounts having the same terms as the
Securities (except for issue price and issue date and, in some cases, the first Interest Payment Date); provided that no additional securities of a series may be issued if an Event of Default has occurred and is continuing with respect to such
series of securities. 
 The Securities of this series are subject to redemption, as a whole or from time to time in part, upon not less
than 30 nor more than 60 days’ notice mailed to each Holder of Securities to be redeemed at his address as it appears in the Securities Register, (1) on any date prior to December 15, 2023 (three months prior to their Maturity Date)
at a Redemption Price equal to the greater of (i) 100% of the principal amount of such Securities to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date and (ii) as determined by a Quotation Agent (as defined
below), the sum of the present values of the remaining scheduled payments of principal and interest of such Securities to be redeemed (not including any portion of such payments of interest accrued and paid as of the Redemption Date) discounted to
the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below), plus 15 basis points, plus accrued and unpaid interest thereon to the Redemption Date, and
(2) on any date on and after December 15, 2023 (three months prior to their Maturity Date) at a Redemption Price equal to 100% of the principal amount of such Securities to be redeemed, plus accrued and unpaid interest thereon to the
Redemption Date; provided in each case that unless the Company defaults in payment of the Redemption Price, on or after the Redemption Date, interest will cease to accrue on the Securities or portions thereof called for redemption; provided further
that the principal amount of a Security remaining Outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. 

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The semi-annual equivalent
yield to maturity will be computed as of the third Business Day immediately preceding the Redemption Date. “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation


  
 C-5 








 
Agent as having a maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities. “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, (2) if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference
Treasury Dealer Quotations so received or (3) if only one Reference Treasury Dealer Quotation is received, such quotation. “Quotation Agent” means the Reference Treasury Dealer appointed by the Company. “Reference
Treasury Dealer” means (i) each of Barclays Capital Inc., Goldman, Sachs & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective successors; provided, however, that, if the
foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary
Treasury Dealer selected by the Company. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such
Redemption Date. 
 In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor
for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 
 The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect provided in the Indenture. 
 The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture, at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

  
 C-6 








 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the Holders of at least 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or the Holder’s attorney duly authorized in writing, and thereupon one or more new Securities of this series and
of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form in denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made to a Holder for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

  
 C-7 








 ANNEX D 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

MEDTRONIC, INC. 
  

			
	No.             	 	CUSIP NO. 585055 BD7
		 	ISIN NO. US585055BD73
		 	$             

 Medtronic, Inc., a corporation duly incorporated and subsisting under the laws of the State of Minnesota
(herein called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
             Dollars on March 15, 2044 and to pay interest thereon from              or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, on March 15 and September 15 in each year, commencing             , at the rate of 4.625% per annum, until
the principal hereof is paid or made available for payment. 
 The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be
February 28 or August 31 (in each case whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any


  
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securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Trustee maintained
for that purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal. 
  

									
	Dated:	 		 		 		 	
				
		 		 		 	Medtronic, Inc.
					
		 		 		 	By:	 	  

	Attest:	 		 		 		 	
				
	  
	 		 		 	
					
	Attest:	 		 		 	By:	 	  

				
	  
	 		 		 	


  
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 This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 
  

			
	Wells Fargo Bank, National Association,
		 	as Trustee
		
	By:	 	  

		 	Authorized Signature



  
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 [Reverse of Note] 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to
be issued in one or more series under an Indenture, dated as of March 12, 2009 (herein called the “Base Indenture,” which term shall have the meaning assigned to it in such instrument), as amended and supplemented by Article 4
of the Fifth Supplemental Indenture, dated as of March 26, 2013 and as further supplemented by a Sixth Supplemental Indenture, dated as of February 27, 2014 (together with the Base Indenture, the “Indenture”), between the
Company and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, initially limited in aggregate principal amount to $     . The Company may at any time issue additional securities under the Indenture in unlimited amounts having the same terms as the
Securities (except for issue price and issue date and, in some cases, the first Interest Payment Date); provided that no additional securities of a series may be issued if an Event of Default has occurred and is continuing with respect to such
series of securities. 
 The Securities of this series are subject to redemption, as a whole or from time to time in part, upon not less
than 30 nor more than 60 days’ notice mailed to each Holder of Securities to be redeemed at his address as it appears in the Securities Register, (1) on any date prior to September 15, 2043 (six months prior to their Maturity Date) at
a Redemption Price equal to the greater of (i) 100% of the principal amount of such Securities to be redeemed, plus accrued and unpaid interest thereon to the Redemption Date and (ii) as determined by a Quotation Agent (as defined below),
the sum of the present values of the remaining scheduled payments of principal and interest of such Securities to be redeemed (not including any portion of such payments of interest accrued and paid as of the Redemption Date) discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below), plus 15 basis points, plus accrued and unpaid interest thereon to the Redemption Date, and
(2) on any date on and after September 15, 2043 (six months prior to their Maturity Date) at a Redemption Price equal to 100% of the principal amount of such Securities to be redeemed, plus accrued and unpaid interest thereon to the
Redemption Date; provided in each case that unless the Company defaults in payment of the Redemption Price, on or after the Redemption Date, interest will cease to accrue on the Securities or portions thereof called for redemption; provided further
that the principal amount of a Security remaining Outstanding after a redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. 

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The semi-annual equivalent
yield to maturity will be computed as of the third Business Day immediately preceding the Redemption Date. “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation


  
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Agent as having a maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities. “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, (2) if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference
Treasury Dealer Quotations so received or (3) if only one Reference Treasury Dealer Quotation is received, such quotation. “Quotation Agent” means the Reference Treasury Dealer appointed by the Company. “Reference
Treasury Dealer” means (i) each of Barclays Capital Inc., Goldman, Sachs & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective successors; provided, however, that, if the
foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary
Treasury Dealer selected by the Company. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such
Redemption Date. 
 In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor
for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 
 The Indenture contains
provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect provided in the Indenture. 
 The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture, at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

  
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 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall
not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Securities of this series, the Holders of at least 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or the Holder’s attorney duly authorized in writing, and thereupon one or more new Securities of this series and
of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form in denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made to a Holder for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

  
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