Exhibit 10.52

Summary of Compensation Arrangements for
Named Executive Officers and Directors

Compensation Arrangements for Named Executive
Officers

Following
is a description of the compensation arrangements that have been approved by
the Compensation Committee of the Board of Directors of Medtronic, Inc. (the
Compensation Committee) for the Companys Chief Executive Officer, Chief
Financial Officer and the other three most highly compensated executive
officers in fiscal year 2009, and Mr. Michael F. DeMane, who served as an executive officer for a portion of fiscal year 2009 and whose employment
as a non-executive officer employee ended
on May 31, 2009 (the Named Executive Officers).

Annual
Base Salary:

As
a reflection of the current economic and business environment, all of our
executive officers (including our named executive officers) proposed to the
Compensation Committee a 5% reduction in their base salaries for fiscal year
2010.

The
Compensation Committee approved the following base salaries, effective April
25, 2009, for five of the Named Executive Officers:

|                                                                                |  |   |           | 
|------------------------------------------------------------------------------- |  | - | --------- | 
|William A.
 Hawkins
 President and Chief Executive Officer                      |  | $ | 1,118,150 | 
|                                                                                |  |   |           | 
|Gary L.
 Ellis
 Senior Vice President and Chief Financial Officer               |  | $ | 604,200   | 
|                                                                                |  |   |           | 
|Stephen H.
 Mahle
 Executive Vice President of Healthcare Policy and Regulatory |  | $ | 589,000   | 
|                                                                                |  |   |           | 
|J Jean-Luc
 Butel
 Senior Vice President and President, International           |  | $ | 498,750   | 
|                                                                                |  |   |           | 
|H. James
 Dallas
 Senior Vice President, Quality and Operations                 |  | $ | 494,000   | 

Michael
DeMane resigned as Chief Operating Officer of Medtronic on April 30, 2008, and
entered into an agreement with Medtronic to address the terms of his continued
employment with Medtronic. This agreement provided that Mr. DeMane would remain
an employee until May 31, 2009 or, if earlier, the date of an event of default
under the agreement. Mr. DeManes employment with Medtronic ended on May 31,
2009.

Annual Performance-Based Incentives:

The
Compensation Committee has approved the following payments under the Medtronic, Inc. Executive Incentive Plan for
performance in fiscal year 2009:

|                    |  |   |           | 
|------------------- |  | - | --------- | 
|William A.
 Hawkins |  | $ | 1,538,551 | 
|Gary L.
 Ellis      |  | $ | 475,067   | 
|Stephen H.
 Mahle   |  | $ | 463,115   | 
|Jean-Luc
 Butel     |  | $ | 315,425   | 
|H. James
 Dallas    |  | $ | 315,591   | 
|Michael F.
 DeMane  |  | $ | 688,750   | 

At
a special meeting on May 28, 2009, the Compensation Committee of the Board of
Directors approved performance measures for fiscal year 2010. The plan is a
performance-based plan with awards based on company-wide, geographic and
business unit performance. For fiscal 2010, the awards for all executive
officers will be measured 100% on overall Company performance. For fiscal 2010,
the financial measures for the portion of our plan based on company-wide
performance are diluted earnings per share, revenue growth, and an indicator of
cash flow with weights of 40%, 40%, and 20% respectively. For fiscal

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year 2010,
named executive officers are eligible for target awards ranging from 65% to
140% of base salary. The potential maximum payouts named executive officers are
eligible for range from 146% to 268% of base salary.

Stock Option and Restricted Stock Units:

Via
Special Minutes of Action on October 22, 2008, the Compensation Committee
approved the following stock option and performance based restricted stock
grants under the Companys 2008 Stock Award and Incentive Plan. The stock
options were granted on October 27, 2008 at an exercise price of $36.24, which
was the fair market value of the Companys common stock on the date of grant
and vest annually in 25% increments. The restricted stock unit awards were
granted on October 27, 2008 (with the grant value determined by the Fair Market
Value per share of the Companys common stock on the date of grant) and will
vest 100% on the third anniversary of the grant date (or, in the event of
death, disability or retirement, they vest on a pro-rata basis) provided that a
minimum performance threshold is achieved.

|                    |  |        |  |                         |  |         |  |              
|------------------- |  | ------ |  | ----------------------- |  | ------- |  | -------------
|William A.
 Hawkins |  | 78,643 |  | Restricted
 Stock Units |  | 303,533 |  | Stock Options
|Gary L.
 Ellis      |  | 15,177 |  | Restricted
 Stock Units |  | 55,188  |  | Stock Options
|Stephen H.
 Mahle   |  | 20,696 |  | Restricted
 Stock Units |  | 41,391  |  | Stock Options
|Jean-Luc
 Butel     |  | 8,279  |  | Restricted
 Stock Units |  | 35,872  |  | Stock Options
|H. James
 Dallas    |  | 6,899  |  | Restricted
 Stock Units |  | 35,872  |  | Stock Options

Mr.
DeMane did not receive any grants of stock options or restricted stock units in
fiscal year 2009.

In
addition to the above-mentioned grants, at a Special Committee meeting on July
1, 2008, the Compensation Committee approved an additional grant of
performance-based restricted stock units with a grant date of July 28, 2008
(with the grant value determined by the Fair Market Value per share of the
Companys common stock on the date of grant) as outlined below:

|                 |  |        |  |                         |  |  |  | 
|---------------- |  | ------ |  | ----------------------- |  |  |  | 
|Gary L.
 Ellis   |  | 28,377 |  | Restricted
 Stock Units |  |  |  | 
|Jean-Luc
 Butel  |  | 18,918 |  | Restricted
 Stock Units |  |  |  | 
|H. James
 Dallas |  | 28,377 |  | Restricted
 Stock Units |  |  |  | 

These
restricted stock units will vest 100% on the third anniversary of the grant
date (or, in the event of death, disability or retirement, they vest on a
pro-rata basis) provided that a minimum performance threshold is achieved.

Long Term Performance Plan Awards:

The
Compensation Committee approved the following cash awards under the Companys
Long-Term Performance Plan for the three-year cycle ending in fiscal 2009. The
value of an award is determined at the end of the performance period based on
Medtronics financial performance relative to predetermined performance goals.

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|William A.
 Hawkins |  | $ | 623,610 | 
|Gary L.
 Ellis      |  | $ | 381,095 | 
|Stephen H.
 Mahle   |  | $ | 519,675 | 
|Jean-Luc
 Butel     |  | $ | 207,870 | 
|H. James
 Dallas    |  | $ | 173,225 | 
|Michael F.
 DeMane  |  | $ | 415,740 | 

At
a special meeting on May 28, 2009, the Compensation Committee of the Board of
Directors approved performance measures for fiscal year the 2010-2012 cycle
of the Long-Term Performance Plan. Senior executive officers are eligible for
grants under the Long-Term Performance Plan. Grants are made annually for
overlapping three-year performance periods. For the 2010-2012 award cycle, the
financial measures are three-year cumulative diluted earnings per share growth,
three-year average revenue growth and three-year return on invested capital,
weighted at 50%, 30% and 20% respectively. The amount of cash payable at the
end of the three-year plan period can range from 20% to 180% of the original
grant.

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Steve Mahle Retirement

On
April 30, 2009, Mr. Mahle announced his intent to retire from Medtronic. Mr.
Mahle was eligible for an early retirement program that was offered to all
eligible employees but was requested by the Company to delay his retirement
until September 2009, rather than retire on the date specified in the early
retirement program. The Company recommended, and the Compensation Committee
approved on June 18, 2009, an enhancement to Mr. Mahles retirement benefit
that provided the same benefit under the Medtronic, Inc. Supplemental Executive Retirement Plan as if he had retired under the early retirement
program. The lump sum value of this enhancement is approximately $571,000 which
will be paid out to Mr. Mahle over a 15-year period.

Compensation Arrangements for Non-Employee
Directors

Non-employee
director compensation consists of an annual retainer, annual cash stipends for
committee chairs and special committee members, an annual stock option grant
and an annual grant of deferred stock units. In addition, all new non-employee
directors receive an initial stock option grant and a pro-rated annual stock
option grant based on the number of days remaining in the plan year.

For
fiscal year 2010, the non-employee directors reduced the value of their annual
retainer by 5% from $80,000 to $76,000. The chairs of the Corporate Governance,
Compensation and Technology and Quality Committees receive an annual cash
stipend of $10,000 and the chair of the Audit Committee receives an annual cash
stipend of $15,000. In addition, non-chair members of the Audit Committee
receive an annual cash stipend of $5,000. Members of a Special Committee
receive an additional annual fee of $10,000 for each Special Committee upon
which they serve, so long as the committee is convened. The annual retainer and
annual cash stipend are reduced by 25% if a non-employee director does not
attend at least 75% of the total meetings of the Board and Board committees on
which such director served during the relevant plan year.

Non-employee
directors are granted stock options on the first business day of the fiscal
year in an amount equal to $80,000 divided by the fair market value of a share
of Medtronic common stock on the date of grant (which will also be the exercise
price of the option). Directors granted deferred stock units on the first
business day of the fiscal year in an amount equal to $80,000 (on a pro-rata
basis for participants who are directors for less than the entire preceding
plan year and reduced by 25% for those directors who failed to attend at
least 75% of the applicable meetings during the prior fiscal year)
divided by the fair market value of a share of Medtronic common stock on the
date of grant. On the first business day of the fiscal quarter immediately
following the fiscal quarter during which a non-employee director first becomes
a director, each new non-employee director receives (1) a one-time initial
stock option grant for a number of shares of Medtronic common stock equal to
$160,000 divided by the fair market value of a share of Medtronic common stock
on the date of grant (which will also be the exercise price of such option);
and (2) a pro-rated annual stock option grant for a number of shares of Medtronic
common stock equal to $80,000 (pro-rated based on the number of days remaining
in the fiscal year) divided by the fair market value of a share of Medtronic
common stock on the date of grant (which will also be the exercise price of
such option).

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