Medtronic, Inc. - Corporate Governance

Mr. Calhoun was appointed Chairman of the Executive Board and Chief Executive Officer of The Nielsen Company on August 23, 2006. Prior to joining Nielson, Mr. Calhoun served as Vice Chairman of General Electric Company and President & Chief Executive Officer, GE Infrastructure. Before that, Mr. Calhoun served as President and Chief Executive Officer of GE Aircraft Engines; President and Chief Executive Officer of Employers Reinsurance Corporation; President and Chief Executive Officer of GE Lighting; President and Chief Executive Officer of GE Transportation Systems; and Chief Executive Officer of GE Transportation.

Class III Director
Term expires 2010

ARTHUR D. COLLINS, JR.
Chairman of the Board
Director since 1994

Mr. Collins has been Chairman of the Board of Medtronic since August 2007; Chairman and Chief Executive Officer from April 2002 to August 2007; President and Chief Operating Officer from August 1996 to April 2001; Chief Operating Officer from January 1994 to August 1996; and Executive Vice President of Medtronic and President of Medtronic International from June 1992 to January 1994. He was Corporate Vice President of Abbott Laboratories (health care products) from October 1989 to May 1992 and Divisional Vice President of that company from May 1984 to October 1989. He is also a director of Boeing Company, U.S. Bancorp and Cargill, Inc., a member of the Board of Overseers of The Wharton School at the University of Pennsylvania and a member of the board of The Institute of Health Technology Studies.

Class III Director
Term expires 2010

VICTOR J. DZAU, M.D.
Chancellor for Health Affairs Duke University
President and CEO, Duke University Health System
Director since 2008

Victor J. Dzau, M.D., was appointed Chancellor for Health Affairs at Duke University and President and CEO of the Duke University Health System effective July 1, 2004. He is also James B. Duke Professor of Medicine and Director of Molecular and Genomic Vascular Biology at Duke. Most recently, Dr. Dzau was the Hersey Professor of the Theory and Practice of Physic (Medicine) at Harvard Medical School, Chairman of the Department of Medicine at Brigham and Women's Hospital, and Physician-in-Chief and Director of Research at Brigham and Women's Hospital, Boston. Prior to this, he served as Arthur Bloomfield Professor and Chairman of the Department of Medicine at Stanford. Currently, he serves as a member of the Board of Directors for both Duke University Health System, Genzyme Corporation, PepsiCo, Inc. and Alnylam, Inc.

Term expires 2008

JAMES T. LENEHAN
Retired Vice Chairman and President of Johnson & Johnson
Director since 2007

Mr. Lenehan served as President of Johnson & Johnson from 2002 until March 2004 after 28 years of service; Vice Chairman of Johnson & Johnson from August 2000 until his retirement in June 2004; Worldwide Chairman of Johnson and Johnson's Medical Devices and Diagnostics Group from 1999 until he became Vice Chairman of the Board; and was previously Worldwide Chairman, Consumer Pharmaceuticals and Professional Group. Mr. Lenehan has been an investment consultant since October 2004.

Class III Director
Term expires 2010

KENDALL J. POWELL
Chief Executive Officer, General Mills
Director since 2007

Mr. Powell has been Chief Executive Officer of General Mills since September 2007. Prior to that he was President and Chief Operating Officer from June 2006 to September 2007, Executive Vice President and Chief Operating Officer, U.S. Retail from May 2005 to June 2006, and Executive Vice President of General Mills from August 2004 to May 2005. From September 1999 to August 2004, Mr. Powell was Chief Executive Officer of Cereal Partners Worldwide. Mr. Powell joined General Mills in 1979. Mr. Powell also serves on the boards of General Mills, Cereal Partners Worldwide, the Twin Cities United Way and the Minnesota Historical Society.

Class III Director
Term expires 2010

WILLIAM A. HAWKINS
Director, President and Chief Executive Officer
Director since 2007

Mr. Hawkins has been a Director since March, 2007 and President and Chief Executive Officer since August 2007. He served as President and Chief Operating Officer from May 2004 to August 2007 and Senior Vice President and President, Medtronic Vascular, from January 2002 to May 2004. He served as President and Chief Executive Officer of Novoste Corporation from 1998 to 2002. Mr. Hawkins serves on the board of Deluxe Corporation, the board of trustees for the University of Virginia Darden School of Business and the board of visitors for the Duke University School of Engineering.

Class I Director
Term expires 2008

SHIRLEY ANN JACKSON, Ph.D.
President of Rensselaer Polytechnic Institute
Director since 2002

Dr. Jackson has been President of Rensselaer Polytechnic Institute since July 1999. She was Chair of the U.S. Nuclear Regulatory Commission from July 1995 to July 1999 and Professor of Physics at Rutgers University from 1991 to 1995. She is a member of the National Academy of Engineering and is a Fellow of the American Academy of Arts and Sciences and of the American Physical Society. She is a trustee of the Brookings Institution, a Life Trustee of M.I.T. and a member of the Counsel on Foreign Relations. She is also a director of the NYSE Euronext, Federal Express Corporation, Marathon Oil Corporation, Public Service Enterprise Group, and International Business Machines Corporation.

Class I Director
Term expires 2008

Denise O'Leary DENISE M. O'LEARY
Private Venture Capital Investor
Director since 2000

Ms. O'Leary has been a private venture capital investor in a variety of early stage companies since 1996. Ms. O'Leary is a director of US Airways Group, Inc. She is a director of Stanford Hospitals and Clinics where she was chair of the board from 2000 through 2005, and Lucile Packard Children's Hospital. She was a member of the Stanford University Board of Trustees from 1996 through 2006, where she declared the Committee of the Medical Center for that period.
Class I Director
Term expires 2008

JEAN-PIERRE ROSSO
Chairman of World Economic Forum USA Inc.
Director since 1998

Mr. Rosso has been Chairman of World Economic Forum USA Inc. since April 2006. Mr. Rosso served as Chairman of CNH Global N.V. from November 1999 until his retirement in May 2004; was Chief Executive Officer of CNH Global N.V. from November 1999 to November 2000; Chairman and Chief Executive Officer of Case Corporation from March 1996 to November 1999. He is also a director of ADC Telecommunications, Inc., Bombardier, Inc., and Eurazeo.

Class I Director
Term expires 2008

JACK W. SCHULER
Chairman of the Board of Stericycle, Inc. and
Ventana Medical Systems, Inc.
Director since 1990

Mr. Schuler has been Chairman of the Board of Stericycle, Inc. since March 1990 and Chairman of the Board of Ventana Medical Systems, Inc. since November 1995; was President and Chief Operating Officer of Abbott Laboratories from January 1987 to August 1989 and a director of that company from April 1985 to August 1989. Mr. Schuler is a director of Quidel Corporation.

Class I Director
Term expires 2008

RICHARD H. ANDERSON
Chief Executive Officer, Delta Air Lines
Director since 2002

Mr. Anderson has been the Chief Executive Officer of Delta Air Lines since September 2007. Prior to that he was Executive Vice President of UnitedHealth Group and President, Commercial Services Group, of UnitedHealth Group Incorporated from December 2006 to September 2007, Executive Vice President of UnitedHealth Group since November 2004 and Chief Executive Officer of its Ingenix subsidiary since December 2004. Mr. Anderson was Chief Executive Officer of Northwest Airlines Corporation and its principal subsidiary, Northwest Airlines, Inc. from February 2001 to October 2004. Mr. Anderson serves on the Board of Cargill, Inc. and Delta Air Lines.

Class II Director
Term expires 2009

ROBERT C. POZEN
Chairman, MFS Investment Management
Director since 2004

Mr. Pozen has been Chairman of MFS Investment Management and a director of MFS Mutual Funds since February 2004 and previously was Secretary of Economic Affairs for the Commonwealth of Massachusetts from January 2003 to December 2003; John Olin visiting professor, Harvard Law School, 2002 to 2003; Vice Chairman of Fidelity Investments from June 2000 to December 2001 and President of Fidelity Management & Research from April 1997 to December 2001. He is also a director of BCE, the parent company of Bell Canada.

Class II Director
Term expires 2009