Exhibit 10.1(be)


AMENDMENT NUMBER FOUR

TO THE JANUARY 1, 2000 RESTATEMENT OF THE

SAUER-DANFOSS EMPLOYEES’ RETIREMENT PLAN


WHEREAS, Sauer-Danfoss (US) Company
(the “Company”) sponsors the Sauer-Danfoss Employees’ Retirement Plan (As
Amended and Restated, Effective January 1, 2000 and Renamed as of May 3, 2000)
(the “Plan”);


WHEREAS, the Company, pursuant to
Section 16.2 of the Plan, reserved the right to amend the Plan at any time;


WHEREAS, the Company now deems it
desirable to amend the Plan; and


NOW, THEREFORE, pursuant to the authority in
Section 16.2 of the Plan, the Company hereby amends the Plan as follows in the
following particulars:


1.             Effective
as of January 1, 2004, by deleting Section 1.6 in its entirety and substituting
the following new Section 1.6 into the Plan as a part thereof:


1.6.          “Considered Compensation” means, for
any Plan Year, the dollar value of specific payments made by the Employer or a
Related Corporation to an Employee with respect to such Plan Year for services
rendered (including any amounts that are excluded from the Employee’s taxable
income pursuant to Sections 125, 402(e)(3) and 132(f)(4) of the Code and
pursuant to any elective deferral pertaining to base salary made by the
Employee under the Sauer-Danfoss Inc. Deferred Compensation Plan for Selected
Employees (or any successor plan thereto) or the Sauer-Danfoss Inc. 409A
Deferred Compensation Plan for Selected Employees (or any successor plan
thereto)), and is limited to the following:


(a)                                  base salary
and/or wages paid (including any short-term disability payments);


(b)                                 commissions
paid under sales incentive plans;


(c)                                  lump-sum
payments made in place of an increase in the base wage rate; and


(d)                                 payments for
time not worked pursuant to Employer policies related to the following:
vacations, holidays, sick leave, bereavement, military reserve training, jury
duty and any approved educational leave.


Considered Compensation, for
any Plan Year, shall not include the following:


(i)                                     overtime pay,


(ii)                                  except as
otherwise provided in this Section 1.6, pay under any incentive pay plan;


 





















 


(iii)                               except as
otherwise provided in this Section 1.6, payments of amounts previously deferred
by the Employee under the Sauer-Danfoss Inc. Deferred Compensation Plan for
Selected Employees (or any successor plan thereto) or the Sauer-Danfoss Inc.
409A Deferred Compensation Plan for Selected Employees (or any successor plan
thereto));


(iv)                              shift
differential pay;


(v)                                 severance
payments;


(vi)                              payments under
any plan or arrangement which is not generally open to participation by all
Employees;


(vii)                           bonus plan
payments;


(viii)                        incentive
awards other than commissions paid to an Employee under sales incentive plans;


(ix)                                matching
payments by the Employer under the Sauer-Danfoss Employee’ Savings Plan;


(x)                                   earnings
credited to Employees or Employee accounts under any savings, investment,
deferred compensation or salary reduction plan or arrangement or distributions
from any such plan or arrangement;


(xi)                                payments under
any workers’ compensation program or under any unemployment compensation
program;


(xii)                             long-term
disability payments and payments made under any other employee benefit program
or arrangement not otherwise specifically included as compensation;


(xiii)                          foreign-earned
income; and


(xiv)                         gain sharing
payments.


Notwithstanding the
foregoing, only the first $205,000 (as adjusted by the Secretary of the
Treasury for cost-of-living increases pursuant to Section 401(a)(17)(B) of the
Code) of an Employee’s Considered Compensation shall be taken into account for
any purpose under the Plan.


IN WITNESS WHEREOF, the Company has authorized
the execution on its behalf of this Amendment Number Four this 31st day of
December, 2004.




	
  By: 

  	
  /s/ JAMES T. REMUS

  
	
   

  	
  James T. Remus

  
	
   

  	
  Director — Global
  Compensation and Benefits