**Exhibit 10.1(be)**

**AMENDMENT NUMBER FOURTO THE JANUARY 1, 2000 RESTATEMENT OF THESAUER-DANFOSS EMPLOYEES’ RETIREMENT PLAN**

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

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

**WHEREAS**, the Company now deems itdesirable to amend the Plan; and

**NOW, THEREFORE,**pursuant to the authority inSection 16.2 of the Plan, the Company hereby amends the Plan as follows in thefollowing particulars:

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

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

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

(b)                                 commissionspaid under sales incentive plans;

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

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

Considered Compensation, forany Plan Year, shall not include the following:

(i)                                     overtime pay,

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

 

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

(iv)                              shiftdifferential pay;

(v)                                 severancepayments;

(vi)                              payments underany plan or arrangement which is not generally open to participation by allEmployees;

(vii)                           bonus planpayments;

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

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

(x)                                   earningscredited to Employees or Employee accounts under any savings, investment,deferred compensation or salary reduction plan or arrangement or distributionsfrom any such plan or arrangement;

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

(xii)                             long-termdisability payments and payments made under any other employee benefit programor arrangement not otherwise specifically included as compensation;

(xiii)                          foreign-earnedincome; and

(xiv)                         gain sharingpayments.

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

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

| By:  | /s/ JAMES T. REMUS                                |
|-----------|---------------------------------------------------|
|      | James T. Remus                                    |
|      | Director — Global  Compensation and Benefits |

 

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