**Exhibit 10.1(ap)**

**AMENDMENTNUMBER TENTO THESAUER-DANFOSS EMPLOYEES’ SAVINGS PLAN(As Amended and Restated Effective January 1, 1997)**

**WHEREAS**, Sauer-Danfoss (US) Company(the “Company”) sponsors the Sauer-Danfoss Employees’ Savings Plan (As Amendedand Restated Effective January 1, 1997) (the “Plan”);

**WHEREAS**, the Board of Directors ofthe Company (the “Board”), pursuant to Section 14.1 of the Plan, reserved theright to amend the Plan at any time;

**WHEREAS**, the Board delegated to theundersigned officer of the Company, by the Employee Benefits Committee of theCompany, the authority to amend the Plan and whereby the Employee BenefitsCommittee now deems it desirable to amend the Plan; and

**NOW, THEREFORE,**pursuant to the authority inSection 14.1 of the Plan, the Company hereby amends the Plan as follows,effective as of the dates set forth below:

1.             Effectiveas of January 1, 2004, by deleting Section 1.8 in its entirety and substitutingthe following new Section 1.8 into the Plan as a part thereof:

1.8           **“Compensation”** means, for anyPlan 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)                                  overtime pay;

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

(e)                                  payments fortime not worked pursuant to Employer policies related to the following: vacations,holidays, sick leave,

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bereavement, militaryreserve training, jury duty and any approved educational leave.

Compensation, for any PlanYear, shall not include the following:

(i)                                     except asotherwise provided in this Section 1.8, pay under any incentive pay plan;

(ii)                                  except as otherwiseprovided in this Section 1.8, payments of amounts previously deferred 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);

(iii)                               shiftdifferential pay;

(iv)                              severancepayments;

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

(vi)                              bonus planpayments;

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

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

(ix)                                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;

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

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

(xii)                             foreign-earnedincome; and

(xiii)                          gain sharingpayments.

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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 Compensation shall be taken into account for any purposeunder the Plan.

2.             Effectiveas of January 1, 2004, by deleting Section 1.9 in its entirety and substitutingthe following new Section 1.9 into the Plan as a part thereof:

1.9           **“Disability”**means:

(a)                                  with respect toa Participant who participates in the Company’s or a Related Employer’sLong-Term Disability Plan, such Participant has been found to have a“Disability” under the terms of such plan; or

(b)                                 with respect toa Participant who does not participate in the Company’s or a Related Employer’sLong-Term Disability Plan, such Participant has been found to have a “Disability”by the Social Security Administration.

3.             Effectiveas of February 3, 1997, by deleting Section 5.6 in its entirety andsubstituting the following new Section 5.6 into the Plan as a part thereof:

**5.6.        ****Administration****.**

(a)                                  Participant Contributions.  Each Employer willcontribute the Participant Contributions for each payroll period during a PlanYear to the Trustee as soon as reasonably possible after the Participant’sCompensation has been reduced for that payroll period, but in no event laterthan the fifteenth business day of the calendar month following the calendarmonth in which the Participant would have received the Participant Contributionin cash, had he not elected to have his Compensation reduced for the payrollperiod.

(b)                                 Employer and Matching Contributions.  TheEmployer intends to pay to the Trustee its Employer and Matching Contributionswith respect to a particular payroll period within thirty (30) days after thelast day of such payroll period.  In no event shall the Employer pay to theTrustee any of its

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                                                Employer orMatching Contributions for any calendar year later than the period of timeprescribed by law for the filing of the Employer’s Federal income tax returnfor such year, including any duly granted extensions thereof.

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

**SAUER DANFOSS (US) COMPANY**

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

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