**Exhibit 10.1(bf)**

** **

**FIRST AMENDMENT**

**SAUER-SUNDSTRANDLASALLE FACTORY**

**EMPLOYEESAVINGS PLAN**

**(AsAmended and Restated as of January 1, 1998)**

 

**WHEREAS**, the Company maintains theSauer-Sundstrand LaSalle Factory Employee Savings Plan (As Amended and Restatedas of January 1, 1998) (the “Plan”); and

 

**WHEREAS**, further amendment of the Plan is nowdeemed desirable;

 

**NOWTHEREFORE, IT IS RESOLVED**, that pursuant to the amending power reserved to this Company bySection 14.1 of the Plan, the Plan be, and it hereby is, further amended,effective as of September 1, 1998, in the following particulars:

 

1.             By substituting the following for Section 1.17 of thePlan:

 

“1.17       An ‘Enrollment Date’ shall meanthe first day that an Employee becomes an Eligible Employee if the EligibleEmployee elects, pursuant to Section 3.2, to participate in ParticipantContributions on that day.”

 

2.             By substituting the following for Section 1.18 of thePlan:

 

“1.18       A ‘Fund’ shall mean any of thefunds in which Plan assets may be invested, or described in Section 8.2.  Such Funds shall include:

 

(a)                                  IRT Stable Value Fund

(b)                                 INVESCO Select Income Fund

(c)                                  INVESCO Total Return Fund

(d)                                 Fidelity Equity Income Fund

(e)                                  IRT 500 Index Fund

(f)                                    AIM Blue Chip Fund

(g)                                 INVESCO Small Company Value Fund

(h)                                 IRT International Equity Fund

(i)            The Transamerica Life InsuranceFund.”

 

3.             By substituting the following for Section 1.38 of thePlan:

 

“1.38       The ‘Trustee’ shall mean theInstitutional Trust Company, or the institution, person or persons sodesignated by the Company and any successor trustee, and any co-trustee whichat the time shall be designated, qualified and acting under the TrustAgreement.”

 

4.             By substituting the following for the first sentence ofSection 3.2:

 

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“Any EligibleEmployee may become a Participant in Participant Contributions under Section5.2 as of the date such Eligible Employee is hired.”

 

5.             By substituting the following for paragraph (ii) ofsubsection 5.2(b):

 

“(ii)         For any Participant who is a Non-highlyCompensated Employee, twenty-one percent (21%) of such Participant’sCompensation for such payroll period.”

 

6.             By substituting the following for the first sentence ofSection 5.6:

 

“A Participant maychange the percentage of his Compensation which is to be contributed to thePlan as a Participant Contribution once per pay period by filing an amendedpayroll deduction authorization with the Company; provided, that any suchchange shall be effective as of the first day of the payroll period followingthe end of the payroll period in which such deduction authorization is receivedby the Company.”

 

7.             By substituting the following for the third sentence ofSection 5.7 of the Plan:

 

“A Participant whohas suspended all of his Participant Contributions in accordance with theforegoing provisions of this Section 5.7 may resume such Contributions only byfiling a new payroll deduction authorization with the Company not later thanthe date as of which Participant Contributions are to be resumed.”

 

8.             By substituting the following for Section 7.1 of thePlan:

 

“7.1         Deposit of Employer and MatchingContributions.  Upon receipt ofEmployer or Matching Contributions, the Trustee shall deposit within 14business days such Contributions in accordance with the investment election ofeach Participant with respect to such Participant’s ParticipantContributions.  If no such election isreceived by the Trustee, such Contributions shall be invested in the INVESCOTotal Return Fund.”

 

9.              By substituting the following for the first sentence ofthe last paragraph of Section 7.4 of the Plan:

 

“A Participant may changehis investment elections daily.”

 

10.           By substituting the following forSection 8.2 of the Plan:

 

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“8.2         Establishment of Funds.  The Trustee, at the direction of the PlanAdministrator, shall establish the following no-load investment Funds under theTrust Agreement:

(a)           IRT Stable Value Fund;

(b)           INVESCO Select Income Fund;

(c)           INVESCO Total Return Fund;

(d)           Fidelity Equity Income Fund;

(e)            IRT 500 Index Fund;

(f)            AIM Blue Chip Fund;

(g)           INVESCO Small Company Value Fund; and

(h)           IRAT International Equity Fund

(i)            The Transamerica Life InsuranceFund.”

 

 

Dated this 3rdday of December, 1999.

 

 
|   |   |   |   |   |   |   | /s/ RONALD C. HANSON |   |
|--------|--------|--------|--------|--------|--------|--------|----------------------|--------|
|   |   |   |   |   |   |   | Ronald C. Hanson     |

 

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