**Exhibit 10.1(bs)**

** **

**AMENDMENT NUMBER TWO**

**TO**

**FACTORY PENSION PLAN**

**OF**

**SAUER-DANFOSS (LASALLE)**

**AND**

**INTERNATIONAL UNION,**

**UNITED AUTOMOBILE, AEROSPACE AND**

**AGRICULTURAL IMPLEMENT WORKERS**

**OFAMERICA, AND ITS LOCAL UNION NO.****285**

 

 

IN WITNESS WHEREOF, the attached Appendix D is herebyadded to the Factory Pension Plan of Sauer-Danfoss (LaSalle) and InternationalUnion, United Automobile, Aerospace and Agricultural Implement Workers ofAmerica and its Local Union No. 285, executed this 8th day ofFebruary, 2002, to be effective as of January 1, 2002.

 
| SAUER DANFOSS COMPANY    |   | UAW, Local Union No. 285    |
|--------------------------|--------|-----------------------------|
|                     |   |                        |
| /s/ MATTHEW K. BENDLER   |   | /s/ WILLIAM C. FALASSI      |
|                     |   |                        |
| /s/ SUZANNE R. SOBKOWIAK |   | /s/  PATRICIO  ESCATEL |
|                     |   |                        |
|                     |   |                        |

 

 

 

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**APPENDIX D**

 

**FACTORY PENSION PLAN**

**OF**

**SAUER-DANFOSS (LASALLE)**

**AND**

**INTERNATIONAL UNION,**

**UNITED AUTOMOBILE, AEROSPACE AND**

**AGRICULTURAL IMPLEMENT WORKERS**

**OFAMERICA, AND ITS LOCAL UNION NO.****285**

 

 

**Application of the Economic Growth and Tax Relief**

**Reconciliation Act of 2001**

 

 

This Appendix D is intended to demonstrate good faith compliance withthe requirements of the Economic Growth and Tax Relief Reconciliation Act of2001 (“EGTRRA”) and is to be construed in accordance with EGTRRA and theguidance issued thereunder.  The provisionsof this Appendix D shall supersede the applicable provisions of the Plan to theextent those provisions are inconsistent with the provisions of thisSupplement.

 

1.             EffectiveDate.  Except asotherwise provided, this amendment shall be effective as of the first day ofthe first Plan Year beginning after December 31, 2001.

 

2.             Limitson Annual Benefits.  Effective for“limitation years” ending after December 31, 2001 and consistent with theprovisions of Article XI of the Plan, Plan shall be subject to the applicableprovisions of Code Section 415 (b) as amended by EGTRRA.

 

3.             RolloverRules - Direct Rollovers of Plan Distributions.  Effective for Plan distributions made afterDecember 31, 2001, the provisions of Code Section 402(c) that are incorporatedunder Section 9.7 of the Plan are modified to provide that an “eligibleretirement plan” shall also mean an annuity contract described in Code Section403(b) or an eligible plan under Code Section 457(b) that is maintained by astate, political subdivision of a state, or any agency or instrumentality of astate or political subdivision of a state and that agrees to separately accountfor amounts transferred into such plan from this Plan.  Notwithstanding subsection 9.7(b) of thePlan, the definition of “eligible retirement plan” shall also apply in the caseof a distribution to a Spouse or a former spouse who is the alternate payeeunder a qualified domestic relation order, as defined in Code Section 414(p).

 

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