EXHIBIT 10.14

THE CONFIDENTIAL PORTIONS OF THIS EXHIBIT, WHICH HAVE BEEN
REMOVED AND REPLACED WITH AN ASTERISK, HAVE BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 406
PROMULGATED UNDER THE SECURITIES ACT OF 1933 AND RULE 24b-2 UNDER
THE SECURITIES EXCHANGE ACT OF 1934.

                AMENDMENT NO. 1 TO SUPPLIER PARTNERING AGREEMENT
                         BETWEEN WILSON GREATBATCH LTD.
               AND PACESETTER, INC. (d/b/a ST. JUDE MEDICAL CRMD)

This Amendment (the "Amendment") to the Supplier Partnering Agreement between
Wilson Greatbatch Technologies, Inc., a Delaware corporation ("Seller"), and
Pacesetter, Inc. d/b/a "St. Jude Medical CRMD", a California corporation
("Buyer" or "St. Jude"). SELLER and BUYER are collectively referred to herein as
the "Parties". This Amendment is entered into effective as 01 January 2005 (the
"Effective Date").


BACKGROUND

          A.   The parties entered into a Supplier Partnering Agreement (the
               "Agreement") effective January 1, 2004.

          B.   The Parties to the Agreement desire to revise the following:

               a.   The Initial Term of the Agreement [NOTE: This has
                    implications for all pricing]

               b.   The pricing and terms for certain Batteries


AGREEMENT

In consideration of the foregoing Recitals and the Parties' mutual covenants
contained herein, the Parties hereby agree as follows:

          1.   Any specifically capitalized terms used and not otherwise defined
               in this Amendment shall have the meaning set forth in the
               Agreement.

          2.   As of the Effective Date, the initial term of the Agreement is
               hereby amended to reflect that it will remain in force until 31
               December 2008 ("Term"). Section 9 to Exhibit A of the Agreement
               (Option to Extend the Agreement) is hereby amended to read in its
               entirety as follows:

               "9. Option to Extend the Agreement. Buyer shall have the option
               to extend the term of this Agreement beyond the Initial Term for
               a period of two (2) years ("Option Extension Period") by
               delivering written notice to Seller not less than sixty (60) days
               prior to the extension date. The Option Extension Period,
               however, is subject to all of the following conditions:

                                  Page 1 of 6

<PAGE>

               9.1 The prices for Batteries, Feedthroughs, Components and
               Enclosures during the Option Extension Period shall be, at the
               option of * either: (a) the * for each such Product, * or (b)
               prices for Batteries, Feedthroughs, Components and Enclosures *
               for all Batteries (in the aggregate), for all Feedthroughs (in
               the aggregate), for all Components (in the aggregate) and for all
               Enclosures (in the aggregate) sold to Buyer in each year of the
               Option Extension Period which is equal to * obtained by Seller
               for all Batteries (in the aggregate), for all Feedthroughs (in
               the aggregate), for all Components (in the aggregate) and for all
               Enclosures (in the aggregate), respectively, *;

               9.2 If * elects pricing under Section 9.1(b) above, Seller
               will notify Buyer as soon as is reasonably possible, as to the
               pricing applicable for the Option Extension Period. * as to
               the amount of the * that * with respect to Batteries (in the
               aggregate), Feedthroughs (in the aggregate), Components (in
               the aggregate) and Enclosures (in the aggregate),
               respectively. Seller will cooperate with * so that the *
               within thirty (30) days of its appointment by Buyer. If the *
               of the price quoted by Seller, then Buyer will be solely
               responsible for the * of the *. If the price quoted by Seller
               is more than *, then Seller will be solely responsible for the
               * of the *.

               "*" under Section 9.1(b) above shall: (a) be calculated
               according to Generally Accepted Accounting Principles (GAAP)
               and in a manner consistent with Seller's previous practices;
               and (b) * or *.

               Seller, Buyer, and * will cooperate in good faith to establish
               the relevant * of * to be included in the * of *. If Seller
               and Buyer have not agreed to the composition of the relevant *
               within thirty (30) days, then the * will be finally *, Seller
               and Buyer will cooperate and negotiate in good faith in
               connection with allocating the aggregate price increases
               permitted by Buyer under Section 9.1(b) among individual
               Products to be purchased by Buyer during the Option Extension
               Period".

                                  Page 2 of 6

<PAGE>

3.   As of the Effective Date, Part I.A. of Exhibit B of the Agreement is hereby
     amended to incorporate the new scheduled pricing and the new terms for the
     base price of Lithium Iodine Bradycardia Batteries as set forth according
     to the tables below:

     ---------------------------------------------------------------------------
                                 Lithium Iodine Pricing
     ---------------------------------------------------------------------------
     Model      2004          2005           2006          2007         2008
     -----      ----          ----           ----          ----         ----
     8077     $  *           $  *           $  *         $  *          $  *
     8711     $  *           $  *           $  *         $  *          $  *
     9701     $  *           $  *           $  *         $  *          $  *
     9438     $  *           $  *           $  *         $  *          $  *
     9918     $  *           $  *           $  *         $  *          $  *
     ------ ------------- -------------- ------------- ------------- -----------
Lithium Iodine Bradycardia Battery Terms

     a.   Purchase Requirements: * % of Buyer's total bradycardia device battery
          demand to be purchased from Seller.

     b.   Pricing schedules for each calendar year listed in Lithium Iodine
          table above are effective only if total lithium iodine battery unit
          demand is forecasted by Buyer, per Section 5 of the Supplier
          Partnering Agreement to exceed * units for the subsequent calendar
          year. If Buyer's total lithium iodine battery unit demand forecast is
          less than * units for the subsequent calendar year, the price will be
          set according to the pricing schedule of the most recent calendar year
          where at least * units were shipped.

     c.   Pricing applies for current models with standard shape and pin
          modifications.

     d.   Price premiums based upon shape and/or terminal modification
          complexity apply.

4.   As of the Effective Date, Part I.A. of Exhibit B of the Agreement is hereby
     amended to incorporate the new scheduled pricing and the new terms for the
     base price of SVO Multiplate Defibrillator Batteries as set forth according
     to the tables below:

------------------------------------ -------------------------------------------
    SVO Multiplate Legacy Products              Model 2255 and Model 9443
    ------------------------------              -------------------------
------------------------------------ -------------------------------------------
      Quantity              Base             Quantity                 Base
      by Model           Unit Price          by Model              Unit Price
      --------           ----------          --------              ----------
        < *                  $ *     All Volumes Model 2255             $ *
         *                   $ *     All Volumes Model 9443             $ *
        > *                  $ *     ----------------------------- -------------
------------------------------------
*Models 2150, 2156, 2356, 2353

------------------------------------ -------------------------------------------
          Nano SVO Multiplate               Nano SVO Multiplate - Proprietary
           Non-Proprietary*                 ---------------------------------
------------------------------------ -------------------------------------------

                                  Page 3 of 6

<PAGE>


-----------------------------------       --------------------------------------
      Quantity         Base                       Quantity            Base
      by Model      Unit Price                    by Model         Unit Price
      --------      ----------                    --------         ----------
    All Volumes         $ *                      All Volumes           $ *
-----------------------------------       --------------------------------------
*Model 2466

SVO Multiplate Defibrillator Battery Terms

     a.   Purchase Requirements: Minimum of * % of Buyer's total tachycardia
          device battery demand to be purchased from Seller

     b.   "Units per year" determined by battery model on a calendar year basis

     c.   Pricing applies to current technologies referred to as High
          Temperature Pressed Powder/High Temperature Sheet (HTPP/HTS)

     d.   Price premiums based upon shape and/or terminal modification
          complexity apply

     e.   Qualified Nano SVO multiplate cell to be delivered no later than
          fourteen (14) months from specification concurrence by both parties in
          writing and receipt of purchase order.

5.   As of the Effective Date, Part I.A. of Exhibit B of the Agreement is hereby
     amended to incorporate the new scheduled pricing and the new terms for the
     base price of Quasar High Rate (QHR) Batteries as set forth according to
     the tables below:


----------------------------------------    ------------------------------------
       QHR Proprietary Designs*                  QHR Non-Proprietary Designs*
----------------------------------------    ------------------------------------
     Quantity               Base                 Quantity               Base
     by Model            Unit Price              by Model            Unit Price
     --------            ----------              --------            ----------
        < *                 $ *                     < *                 $ *
         *                  $ *                      *                  $ *
        > *                 $ *                     > *                 $ *
-------------------- -------------------    ------------------------------------
*Model 2350                                 *Example QHR to M2466 ______

Quasar High Rate (QHR) Battery Terms

     a.   Purchase Requirements: Minimum of * % of Buyer's total tachycardia
          device battery demand to be purchased from Seller

     b.   QHR battery technology defined as High Rate SVO/CFx hybrid

     c.   QHR pricing shown above applies for six plate, eight plate and ten
          plate designs only

     d.   A price premium not to exceed $ * per cell applies for all odd-number
          plate QHR cells

     e.   A price premium not to exceed $ * per cell applies for all twelve
          plate QHR cells

                                  Page 4 of 6

<PAGE>

     f.   "Units per year" determined by battery model on a calendar year basis

     g.   A price premium may be applied for shape and/or terminal modification
          complexity

6.   As of the Effective Date, Section 3 of the Agreement is hereby amended
     to read in its entirety as follows:

     "3. Pricing. Pricing shall be as shown on Exhibits B (Batteries and
     Capacitors), C (Feedthroughs, Filtered Feedthroughs), D (Component
     Parts) and E (Enclosures) throughout the Term of the Agreement,
     subject to the following:

     3.1  The prices for Capacitors set forth on Exhibit B will
     expire as of March 1, 2005. The parties will negotiate in good
     faith with respect to the prices to be paid for Capacitors
     purchased by Buyer after such date and any agreement as to
     pricing shall be set forth in writing, signed by Seller and
     Buyers; and

     3.2  The price for a Product from time to time set forth on
     Exhibits B, C, D, and E is subject to upward or downward
     modification due to an increase or decrease, as the case may
     be, in the price of platinum. Any price modifications will be
     indexed and based upon the London spot market price of
     platinum on 31 August or the sequential business day of each
     contract year. Any price modification shall be determined and
     agreed upon in September of each contract year and will be
     effective with shipments delivered beginning on 01 January of
     the following year. Price modifications are permissible if the
     increase or decrease in the spot price of platinum impacts the
     Seller's platinum cost for a Product by * % or greater. If
     Seller determines that a price increase or decrease under this
     Section 3.2 is permissible, Seller shall deliver written
     notice to Buyer setting forth the basis for such
     determination. The parties agree to negotiate in good faith
     after delivery of such notice with respect to an adjustment to
     the pricing set forth in Exhibits B, C, D or E. No
     modification of such pricing shall occur unless and until the
     parties have both signed an amendment to the Agreement."

     The cost of platinum used as the basis to establish pricing in
     the Supplier Partnering Agreement effective 01 Jan 04 is $ *.

     3.3  Prior to 30 September of each contract year, Buyer shall
     provide Seller with written certification of Buyer's
     compliance with the minimum purchase requirements set forth in
     Section 6 of the Supply Agreement.

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<PAGE>

7.   Except as provided herein, all of the terms and conditions of the
     Agreement shall remain unchanged and in full force and effect.



The parties have caused this Amendment to be executed by their respective duly
authorized representatives as of the Effective Date.

BUYER:                                    SELLER:

PACESETTER, INC.                          WILSON GREATBATCH TECHNOLOGIES, INC.

By:                                       By:
   -----------------------------                -------------------------------
Title:                                    Title:
      --------------------------                -------------------------------
Date:                                     Date:
     ---------------------------                -------------------------------


                                  Page 6 of 6