ex10_mm.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10-mm

    


    


    AMENDMENT
NO. 1

    TO

    ANALYSTS
INTERNATIONAL CORPORATION

    RESTATED
SPECIAL EXECUTIVE RETIREMENT PLAN

    


    


    WHEREAS, Analysts
International Corporation (the “Company”) previously established the Restated
Special Executive Retirement Plan (the “Plan”), originally effective as of June
21, 1984, which has been amended from time to time, and which was most recently
restated generally effective January 1, 2005;  and

    


    WHEREAS, the Compensation
Committee of the Board of Directors of the Company has designated certain
additional officers as eligible to participate in the Plan, at varying
participation rates, and desires to amend the Plan to reflect such changes in
participation;

    


    NOW, THEREFORE, the
undersigned, acting pursuant to the provisions of Section 10(k) of the Plan
hereby amends the Plan, effective as of September 1, 2007:

    


    1.           Section
2 of the Plan is hereby amended in its entirety to read as follows:

    


    
      	
               
      

            	
              “2.

            	
              Participants.  The
      Board of Directors of the Company shall, from time to time, select those
      key senior executives who shall participate in the Plan (hereinafter
      referred to as a “Participant”).  Exhibit A reflects those key
      senior executives who have been selected to participate, effective as of
      the date set forth therein.”

            


    

    


    2.           Section
3(b) of the Plan is hereby amended in its entirety to read as
follows;

     

    
      	
               
      

            	
              “b.

            	
              Basic
      Employer Contributions.  The Company shall make a basic
      employer contribution to the Participant’s Company Contribution Account,
      which is a subaccount of the Participant’s Deferred Compensation
      Account.  Such basic employer contribution shall be determined
      according to the schedule set forth in Exhibit
  A.”

            


    

    


    3.           Exhibit
A to the Plan is hereby replaced with a new Exhibit A, which is attached hereto
and incorporated herein by reference.  Such Exhibit A shall remain in
full force and effect until further modified by the Compensation Committee of
the Board of Directors of the Company.

    


    4.           Except
as herein amended or modified, all provisions of the Plan shall remain in full
force and effect.

    


    


    IN WITNESS WHEREOF, the
Company has executed this amendment on this ____ day of December,
2007.

     

    
      
        	 	Analysts
      International	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	 	 
	 	 Its:	 	 
	 	 	 	 


      
:                                                                        

    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    TO

    ANALYSTS
INTERNATIONAL CORPORATION

    RESTATED
SPECIAL EXECUTIVE RETIREMENT PLAN

    


    


    


    


    15% Participation
Rate:

    


    Elmer N.
Baldwin, effective November 1, 2007

    John D.
Bamberger, effective December 30, 2005

    Colleen
M. Davenport, December 30, 2005

    David J.
Steichen, effective December 30, 2005

    Paulette
M. Quist, effective December 30, 2005

    


    5% Participation
Rate:

    


    Michael
Gange, effective September 1, 2007

    Elizabeth
Trammel (Libby Gilmore), effective September 1, 2007

    Michael
Souders, effective September 1, 2007

    Alan
Wise, effective September 1, 2007

    David
Jenkins, effective September 1, 2007