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                                                                Exhibit 10.1(s)

                                   APPENDIX A

               AMENDED AND RESTATED POST-RETIREMENT CARE AGREEMENT

         THIS AMENDED AND RESTATED POST-RETIREMENT CARE AGREEMENT (this
"Agreement") is entered into as of ________________, between SAUER-SUNDSTRAND
GMBH &CO. (the "Company"), and DR. KLAUS MURMANN (the "Executive").

         NOW, THEREFORE, in consideration of the premises, the mutual promises
and covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and
Executive, intending to be legally bound, unconditionally agree as follows:

         1. This Agreement amends in its entirety and restates the original
Post-Retirement Care Agreement between the parties hereto dated September 19,
1996.

         2. Commencing on the date that Executive retires from his regular
employment with Sauer Inc., a Delaware corporation, which may be, without
limitation, the date on which Executive elects to terminate his Employment
Agreement with Sauer Inc. dated September 19, 1996, as amended on ____________,
pursuant to Section 7(b) of said Employment Agreement, the Company shall pay
Executive an annual retirement benefit in the amount of US-Dollar 300,000 (the
"Annual Retirement Benefit").

         3. In the event that the wife of Executive, Hannelore Murmann, born
Zollner ("Mrs. Murmann"), survives the death of Executive, the Company shall pay
Mrs. Murmann from the time of Executive's death until her death, an annual
amount equal to 60% of the Annual Retirement Benefit (the "Survivor's Benefit")
to which Executive had claim to or held a qualifying status in at the time of
his death.

         4. The Annual Retirement Benefit and the Survivor's Benefit, shall be
paid in 12 equal monthly payments or in such other manner as may be mutually
agreeable to the parties

         5. The Annual Retirement Benefit and the Survivor's Benefit may not be
assigned or pledged in any manner and any attempted assignment or pledge shall
be non-operative against the Company. This Agreement will be binding upon
Executive and Mrs. Murmann and upon their heirs, legatees, and the legal
representatives of their respective estates.

         6. Executive understands and acknowledges that this Agreement has no
security from the possibility of insolvency of the Company as the emphasis of
the employment relationship upon which this Agreement is based, lies in Sauer
Inc., the parent of the Company, and does not lie in the German Federal
Republic. In addition, Sauer Inc., the employer of Executive, has its seat of
business in Ames, Iowa, U.S.A.

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         7. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in a writing signed
by Executive and a duly authorized representative of the Company.

         8. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the Federal Republic of Germany.

         9. This Agreement contains the entire agreement between the parties
with respect to the subject matter of this Agreement and supersedes all prior
agreements and understandings, oral or written, between the parties to this
Agreement with respect to the subject matter of this Agreement, including,
without limitation, the Post-Retirement Care Agreement dated September 19, 1996.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                  SAUER-SUNDSTRAND GMBH & CO.

                                  By:
                                     -----------------------------------------


                                     -----------------------------------------
                                         (Print name and title of Officer)



                                     -----------------------------------------
                                     Klaus Murmann


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