**Exhibit 10.1(bu)**

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**AMENDMENT NUMBER FOURTOFACTORY PENSION PLAN OF SAUER-DANFOSS (LASALLE) AND INTERNATIONAL UNION, UNITEDAUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA, AND IT’SLOCAL UNION NO. 285**

**(AsAmended and Restated Effective January 1, 1999)**

**WHEREAS**, Sauer-Danfoss (US) Company sponsors theFactory Pension Plan of Sauer-Danfoss (LaSalle) and International Union, UnitedAutomobile, Aerospace and Agricultural Implement Workers of America, and ItsLocal Union No. 285 (the “Plan”); and

**WHEREAS**, the Company and the UAW Local Union No.285 (the “Union”) have agreed that such determination to amend the Plan at theIRS request is in the best interest of the Company and its employees.

**NOW,THEREFORE**,pursuant to Section 19.2 of the Plan, the Company hereby amends the Plan asfollows, effective as of the dates set forth below:

1.             Effective September30, 2004, by deleting Section 4.2 in its entirety and inserting the followingnew Section 4.2 in its place as a part thereof:

4.2.          BenefitAmount.  An Employee’s NormalRetirement Benefit shall be calculated by multiplying the Employee’s Years ofParticipation at the time of his or her Severance From Service Date (asadjusted, if necessary, in accordance with Section 3.5) and multiplied by the sumof his or her respective Pension Multiplier set forth in Section 1A.1 ofSchedule 1 attached hereto and his or her respective Add-on Pension Multiplier,if applicable, set forth in Section 1A.2 of Schedule 1 attached hereto.

2.             Effective as ofSeptember 30, 2004, by deleting Section 10.1 in its entirety and inserting thefollowing new Section 10.1 in its place as a part thereof:

                10.1         Eligibility.  A

(a)                                  retired Employee (other than a retired Employeewhose eligibility for Retirement Benefit accrued under the provisions ofArticle VIII), or

(b)                                 surviving spouse of a deceased Employeeor deceased retired Employee, (other than the surviving spouse of a deceasedEmployee whose eligibility for a Retirement Benefit accrued under theprovisions of Article VIII) who is receiving a Retirement Benefit under thePlan, or

(c)                                  Employee who is receiving disabilitybenefits under Title II of the Federal Social Security Act and subscribes toMedicare Part B,

 

 

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(hereinafter referred to as a “Special Age 65Retiree”) shall be eligible for a special age 65 benefit.

3.             Effective as ofSeptember 30, 2004, by deleting Section 10.2 in its entirety and inserting thefollowing new Section 10.2 in its place as a part thereof:

10.2.        Benefit Amount.  The monthly amount of aspecial age 65 benefit payable to a Special Age 65 Retiree shall be determinedfrom the following table:

 
| **If  You Qualify As A Special  Age 65 Retiree, Then Effective:** | ** ** | **Your Monthly Special Age 65  Benefit Amount Is Equal To:** |
|-------------------------------------------------------------------|------------|--------------------------------------------------------------|
| Prior to January 1,  1988                                         |       | $                                                            | 3.00 |
| As of January 1, 1988                                             |       | $                                                            | 5.00 |
| As of January 1, 1989                                             |       | $                                                            | 7.00 |
| As of January 1, 1990                                             |       | $                                                            | 9.00 |
| As of January 1, 1991                                             |       | $                                                            | 10.00 |
| As of January 1, 1992                                             |       | $                                                            | 12.50 |
| As of January 1, 1993                                             |       | $                                                            | 15.00 |
| As of January 1, 1994                                             |       | $                                                            | 17.50 |
| As of September 1, 2004                                           |       | $                                                            | 20.00 |

 

Notwithstanding anything to the contrary, this Section10.2 is intended to reflect that a Special Age 65 Retiree’s monthly special age65 benefit amount is periodically increased for any adjustment as of any neweffective date identified in the above chart for any negotiated increase to thespecial age 65 benefit with the Union.

4.             By deleting Schedule 1 to the Factory Pension Plan ofSauer-Danfoss (LaSalle) and International Union, United Automobile, Aerospaceand Agricultural Implement Workers of America, and its Local Union No. 285 inits entirety and inserting the following new Schedule 1 in its place as a partthereof:

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**Schedule1 to the Factory Pension Plan of Sauer-Danfoss (LaSalle) and International Union, United Automobile, Aerospace and Agricultural Implement Workers of America, and its Local Union No. 285**

1A.1.       Amount of PensionMultiplier.  For purposes of Section4.2 of the Plan, the Pension Multiplier for an Employee who incurs a Severancefrom Service Date (as adjusted, if necessary, in accordance with Section 3.5)will be determined in accordance with the following:
| **If  Your Severance from Service Date Occurs On or After:** | ** ** | **But Your Severance from Service Date  Occurs On or Before:** | ** ** | **Then the Pension**

**Multiplier Applicable to**

**You Is:** |
|--------------------------------------------------------------|------------|----------------------------------------------------------------|------------|-----------------------------------------------------------------|
| January 1, 1987                                              |       | December 31, 1987                                              |       | $                                                               | 15.00 |
| January 1, 1988                                              |       | December 31, 1988                                              |       | $                                                               | 15.50 |
| January 1, 1989                                              |       | December 31, 1989                                              |       | $                                                               | 16.00 |
| January 1, 1990                                              |       | December 31, 1990                                              |       | $                                                               | 16.50 |
| January 1, 1991                                              |       | December 31, 1991                                              |       | $                                                               | 17.00 |
| January 1, 1992                                              |       | December 31, 1992                                              |       | $                                                               | 19.00 |
| January 1, 1993                                              |       | December 31, 1993                                              |       | $                                                               | 20.00 |
| January 1, 1994                                              |       | December 31, 1994                                              |       | $                                                               | 21.00 |
| January 1, 1995                                              |       | August 31, 1996                                                |       | $                                                               | 22.00 |
| September 1, 1996                                            |       | August 31, 1997                                                |       | $                                                               | 24.00 |
| September 1, 1997                                            |       | August 31, 1998                                                |       | $                                                               | 25.00 |
| September 1, 1998                                            |       | August 31, 1999                                                |       | $                                                               | 27.00 |
| September 1, 1999                                            |       | August 31, 2000                                                |       | $                                                               | 28.00 |
| September 1, 2000                                            |       | April 30, 2001                                                 |       | $                                                               | 29.00 |
| May 1, 2001                                                  |       | August 31, 2004                                                |       | $                                                               | 37.00 |
| September 1, 2004                                            |       | —                                                         |       | $                                                               | 38.00 |

 

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1A.2.       Amount of Add-onPension Multiplier.  For purposes ofSection 4.2 of the Plan, the Add-on Pension Multiplier for an Employee whoincurs a Severance from Service Date (as adjusted, if necessary, in accordancewith Section 3.5) will be determined in accordance with the following:
| **If  Your Severance from Service Date Occurs On or After:** | ** ** | **But Your Severance from Service Date  Occurs On or Before:** | ** ** | **Then the Add-on Pension Multiplier  Applicable to You For Purposes of Section**

**4.2, 5.2, 6.2 and 7.3 for the  Following Respective Time Periods are:** |
|--------------------------------------------------------------|------------|----------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                   | ** ** | **From 1/1/89 through 12/31/90**                               | ** ** | **From 1/1/91 through 12/31/92**                                                                                                                             | ** ** | **From 1/1/93 through 12/31/93** | ** ** | **From 1/1/94 through 1/31/95** | ** ** | **From 2/1/95 through 12/31/97** | ** ** | **From 1/1/98 through 12/31/98** | ** ** | **From 1/1/99 through 8/31/01** | ** ** | **From 9/1/01 through present** |
| January 1, 1987                                              |       | December 31, 1987                                              |       | $                                                                                                                                                            | .50 |   | $ | 1.00 |   | $ | 1.50 |   | $ | 2.00 |   | $ | 3.00 |   | $ | 3.50 |   | $ | 4.00 |   | $ | 5.50 |
| January 1, 1988                                              |       | December 31, 1988                                              |       | $                                                                                                                                                            | .50 |   | $ | 1.00 |   | $ | 1.50 |   | $ | 2.00 |   | $ | 3.00 |   | $ | 3.50 |   | $ | 4.00 |   | $ | 5.50 |
| January 1, 1989                                              |       | December 31, 1990                                              |       | $                                                                                                                                                            | .50 |   | $ | 1.00 |   | $ | 1.50 |   | $ | 2.00 |   | $ | 3.00 |   | $ | 3.50 |   | $ | 4.00 |   | $ | 5.50 |
| January 1, 1991                                              |       | December 31, 1992                                              |       | —                                                                                                                                                       |   | $ | .50 |   | $ | 1.00 |   | $ | 1.50 |   | $ | 2.50 |   | $ | 3.00 |   | $ | 3.50 |   | $ | 5.00 |
| January 1, 1993                                              |       | December 31, 1993                                              |       | —                                                                                                                                                       |   | — |   | $ | .50 |   | $ | 1.00 |   | $ | 2.00 |   | $ | 2.50 |   | $ | 3.00 |   | $ | 4.50 |
| January 1, 1994                                              |       | January 31, 1995                                               |       | —                                                                                                                                                       |   | — |   | — |   | $ | .50 |   | $ | 1.50 |   | $ | 2.00 |   | $ | 2.50 |   | $ | 4.00 |
| February 1, 1995                                             |       | December 31, 1997                                              |       | —                                                                                                                                                       |   | — |   | — |   | — |   | $ | 1.00 |   | $ | 1.50 |   | $ | 2.00 |   | $ | 3.50 |
| January 1, 1998                                              |       | December 31, 1998                                              |       | —                                                                                                                                                       |   | — |   | — |   | — |   | — |   | $ | .50 |   | $ | 1.00 |   | $ | 2.50 |
| January 1, 1999                                              |       | October 31, 2001                                               |       | —                                                                                                                                                       |   | — |   | — |   | — |   | — |   | — |   | $ | .50 |   | $ | 2.00 |
| September 1, 2001                                            |       | —                                                         |       | —                                                                                                                                                       |   | — |   | — |   | — |   | — |   | — |   | — |   | $ | 1.50 |

 

Notwithstanding anything to the contrary, anyEmployee, whose Retirement Benefit has accrued under the Plan solely due toArticle VII of this Plan, is ineligible and not entitled to any Add-on PensionMultiplier in accordance with this Section 1A.2 of this Schedule 1.

 

**INWITNESS WHEREOF**, the Company has authorized the execution on its behalf of thisAmendment Number Four this 31st day of December, 2004.
|                              |   |
|-----------------------------------|--------|
| **Sauer-Danfoss  (U.S.) Company** |   |
| /s/  SUZANNE R. SOBKOWIAK         |   |
|                              |   |
| /s/  JAMES T. REMUS               |   |

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**INWITNESS WHEREOF**, the Company has authorized the execution on its behalf of thisAmendment Number Four this 31st day of December, 2004.

 
| **UAW, Local Union No. 285** |   |
|------------------------------|--------|
|                         |   |
| /s/ WILLIAM C. FALASSI       |   |
|                         |   |
| /s/ EDWARD F. WROBLESKI      |   |

 

 

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