Exhibit 10.53

AMENDMENT NO. 2 TO
INDEMNIFICATION TRUST AGREEMENT

AMENDMENT
NO. 2 TO INDEMNIFICATION TRUST AGREEMENT, dated April 27, 2009 (this Amendment),
among Medtronic, Inc., a Minnesota corporation (Grantor or the Company),
and, Wells Fargo Bank, National Association, as trustee (the Trustee),
and Terrance L. Carlson, as the representative of the Beneficiaries (the Beneficiaries
Representative).

PRELIMINARY STATEMENT

Grantor
established a trust to be a non-exclusive source of indemnification for the
Grantors directors and officers who are eligible for such indemnification as
stated in the Indemnification Trust Agreement dated April 29, 2004 and
Amendment No.1 dated September 5, 2006 among Grantor, the Trustee and the
Beneficiaries Representative (as so amended, the Agreement). Grantor hereby
desires to increase the Fund Amount of the Trust from $100 million to $150
million.

NOW,
THEREFORE, the Agreement is hereby further amended for the purposes and upon
the terms and conditions hereinafter stated, and Grantor, the Trustee and the
Beneficiaries Representative on behalf of the Beneficiaries agree as follows:

1.     Amendment
to Fund Amount. The Agreement is hereby amended by amending Section 4 of
the Amendment No.1 entitled Total Amount as follows:

Total
Amount. The Fund Amount under the Agreement is hereby increased from $100
million to $150 million.

2.     Capitalized
Terms. All capitalized terms used in this Amendment and not defined herein
shall have the same meaning as used in the Agreement.

3.     The
Agreement. Except as expressly amended by this Amendment, the Agreement
shall continue in full force and effect in accordance with its terms.

4.     Governing
Law; Other Provisions. This Amendment shall be governed by and its
provisions construed and enforced in accordance with the laws of the State of
Minnesota. Unless otherwise provided in this Amendment, the provisions of
Article VIII of the Agreement shall apply to this Amendment, mutatis mutandis.

IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day
and year first above written.

| |                                             |                                
| | ------------------------------------------- | -------------------------------
| | WELLS FARGO
 BANK, NATIONAL
 ASSOCIATION   
| | (Trustee)                                
| |                                             |                                
| | By:                                         | /s/ Jayne E.
 Sillman          
| |                                             | Name: Jayne
 E. Sillman        
| |                                             | Title: Vice
 President         
| |                                             |                                
| | MEDTRONIC,
 INC.                           
| | (Grantor)                                
| |                                             |                                
| | By:                                         | /s/ Gary L.
 Ellis             
| |                                             | Name: Gary
 L. Ellis           
| |                                             | Title: Chief
 Financial Officer
| |                                             |                                
| | /s/ Terrance
 L. Carlson                   
| | Terrance L.
 Carlson, as the Beneficiaries
| | Representative                             

---