SHELDAHL INC
10-K405, EX-10.34.1, 2000-11-30
PRINTED CIRCUIT BOARDS
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                                                                 Exhibit 10.34.1


                             FIRST AMENDMENT TO THE
                          SHELDAHL, INC. SUPPLEMENTAL
                            EXECUTIVE RETIREMENT PLAN

         THIS INSTRUMENT, amending the Sheldahl, Inc. Supplemental Executive
Retirement Plan, is made and entered into by Sheldahl, Inc., a Minnesota
corporation, and shall be effective as of October 14, 1997.

                                    AMENDMENT

         1. Section 5.2 is hereby amended to read as follows:

                  5.2 A Participant may elect to have the amount deferred each
         year distributed in one of the following forms:

                  (a)      a single lump sum;

                  (b)      distribution in equal annual installments (not
                           exceeding 10); or

                  (c)      distribution of $10,000.00 annually until the account
                           is depleted.

         Installment payments shall commence on the 15th day of the first
         calendar quarter immediately following the date specified in the
         Participant's election, with succeeding amounts paid on each January
         15th thereafter. The amount of each installment under (b) and (c) shall
         be determined each year by dividing the total of the account by the
         number of installments remaining to be paid, including the current
         installment.


         2. Except as otherwise provided above, the provisions of the Sheldahl,
Inc. Supplemental Executive Retirement Plan shall remain in full force and
effect.

         IN WITNESS WHEREOF, the Board of Directors of Sheldahl, Inc. has
authorized its officer to execute this amendment, to be effective as of the date
first above written.


                                                  SHELDAHL, INC.


                                       By
                                         ---------------------------------------

                                       Its
                                          --------------------------------------



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