Prepared by MerrillDirect





10.1(aj)


AMENDMENT NUMBER ONE

TO THE JANUARY 1, 1997 RESTATEMENT

OF THE SAUER-SUNDSTRAND EMPLOYEES’

SAVINGS AND RETIREMENT PLAN


             WHEREAS, Sauer-Danfoss
(US) Company (formerly known as Sauer-Danfoss, Inc. and Sauer-Sundstrand
Company) sponsors the Sauer-Sundstrand Employees' Savings and Retirement Plan
(the "Plan");


             WHEREAS,
Sauer-Danfoss (NA) Company (formerly known as Danfoss Fluid Power Inc.) was
acquired and became a Related Employer under the Plan effective May 3,
2000;


             WHEREAS, Sauer-Danfoss
(NA) Company sponsors the Danfoss Fluid Power Employee Savings and Retirement
Plan;


             WHEREAS, both Sauer-Danfoss (US) Company
and Sauer-Danfoss (NA) Company desire that that the Danfoss Fluid Power
Employee Savings and Retirement Plan be merged into the Plan effective
December 31, 2000;


             WHEREAS, both Sauer-Danfoss (US) Company
and Sauer-Danfoss (NA) Company desire that Sauer-Danfoss (NA) Company adopt the
Plan for its employees effective January 1, 2001.


             WHEREAS, pursuant to appropriate action of
the Board of Directors of each of Sauer-Danfoss (US) Company and Sauer-Danfoss
(NA) Company, the Danfoss Fluid Power Employee Savings and Retirement Plan was
merged into the Plan effective December 31, 2000.


             WHEREAS, pursuant to Section 17.3 of
the Plan and appropriate action of the Board of Directors of each of
Sauer-Danfoss (US) Company and Sauer-Danfoss (NA) Company, Sauer-Danfoss (NA)
Company has adopted the Plan for its employees effective January 1, 2001.


             NOW
THEREFORE, pursuant to Section 14.1 of the Plan, Sauer-Danfoss  (US) Company hereby amends the Plan as
follows, effective as of January 1, 2001, except as otherwise provided:


             1.          Effective immediately, all references
in the Plan to Sauer-Sundstrand Company are changed to Sauer-Danfoss (US)
Company and Section 1.7 is amended specifically to read in its entirety as
follows:


             “1.7      “Company” shall mean Sauer-Danfoss (US) Company
(formerly known as Sauer-Danfoss, Inc. and Sauer-Sundstrand Company), a
Delaware corporation, or any successor thereto.”






             2.          Section 1.10 is amended to read in its
entirety as follows:


             “1.10   “Early Retirement Date” shall mean the last day of the
month in which the Participant has attained age 55 and completed five (5) years
of Service.”



             3.          Section 1.13 is amended to read in its
entirety as follows:


             “1.13   “Employee” shall mean any person who is employed by the
Employer, provided, however, that the term shall not include any person who
renders service to the Employer solely as an independent contractor or leased
employee (as defined in Code Section 414(n)), nor shall it include any person
covered by a collective bargaining agreement between employee representatives
and the Employer if retirement benefits were the subject of good faith
bargaining between such employee representatives and the Employer (unless the
resulting bargaining agreement provides for such employee’s coverage under this
Plan).”



             4.          Section 1.26 is amended to read in its
entirety as follows:


             “1.26   “Normal Retirement Date” shall mean the date the
Participant attains age 65; provided that for Participants who first become
Participants after January 1, 2001, it shall mean the latter of the date the
Participant attains age 65 or the 5th anniversary of the date that the
Participant first became a Participant.”



             5.          The name of the Plan is changed to
“Sauer-Danfoss Employees’ Savings Plan” and all references in the Plan to the
name of the Plan are changed accordingly. Furthermore, Section 1.29 is amended
specifically to read in its entirety as follows:


             “1.29   “Plan” shall mean this Sauer-Danfoss Employees’ Savings
Plan (formerly known as the Sauer-Sundstrand Employees’ Savings and Retirement
Plan), as amended from time-to-time. The Plan is intended to be a
profit-sharing plan for purposes of Section 401(a)(27)(B) of the Code.”



             6.          Section 2.1 is amended to read in its
entirety as follows:


             “2.1      Eligibility. If any of the following
paragraphs apply to an Employee, such Employee shall become an Eligible
Employee on the date as provided below:



(a)         An Employee on January 1, 2001, who
became an “Eligible Employee” under the terms of the Plan in effect on December
31, 2000, shall continue to be an Eligible Employee for purposes of the Plan on
January 1, 2001.



(b)        For purposes of Section 3.2, an Employee
employed by the Employer on a regular full-time or part-time basis (customarily
works at least 20 hours per week) shall become an Eligible Employee immediately
upon the commencement of his employment by the Employer. For purposes of
Section 3.1, such an Employee shall become an Eligible Employee on the
date the Employee completes 6 consecutive months of employment by the Employer.






(c)         For purposes of Section 3.2, an
Employee who is employed by the Employer on a temporary or irregular basis
shall become an Eligible Employee on the date on which he completes 1,000 Hours
of Service in an Employment Year. For purposes of Section 3.1, such an Employee
shall become an Eligible Employee on the first day of the Employment Year
following the Employment Year in which the Employee completed 1,000 Hours of
Service.



(d)        An Employee who had been an Eligible
Employee under this Plan and who is reinstated to active employment after a
period during which he was not an actively employed Employee shall become an
Eligible Employee on his date of reinstatement.”



             7.          Section 3.1 is amended to read in its
entirety as follows:


             “3.1      Participation in Employer and Matching Contributions.
Eligible Employees shall be eligible to receive Employer and Matching
Contributions under Section 5.1 effective as of the first day of the pay
period coincident with or following the date they became Eligible Employees.
Notwithstanding any other provision of this Plan, Employees who accrue any
benefit under the final average pay benefit formula (rather than the new cash
balance formula) under the Sauer-Danfoss Employees’ Retirement Plan after
December 31, 2000 shall not be eligible to receive Employer and Matching
Contributions under Section 5.1.”



             8.          Section 12.2(a)(iii) is amended to
read as follows:


             “12.2   Vesting



(a)         . 
 .  .



(iii)        Upon any other termination of
employment, in accordance with the following schedule:



	Years
  of Service	 	Nonforfeitable
  Percentage	 
	

	 	

	 
	Less
  than 3	 	0	 
	3
  or more	 	100	 




Notwithstanding
the above schedule, Eligible Employees as of December 31, 2000 employed at the
Employer’s West Branch, Iowa location shall be one hundred percent (100%)
vested in their December 31, 2000 Employer and Matching Contribution Accounts
and any subsequent earnings (or losses) attributable thereto. In no event shall
the Nonforfeitable Percentage of amounts credited to the Employer and Matching
Contribution Accounts of such Eligible Employees after December 31, 2000
be less than their Nonforfeitable Percentage as of December 31, 2000
determined in accordance with the following schedule:






 


	Years
  of Service*	 	Nonforfeitable
  Percentage*	 
	

	 	

	 
	0	 	20	 
	1	 	40	 
	2	 	60	 
	3	 	80	 
	4
  or more	 	100	 




                                        .  .  .”


             9.          Appendix A is added to the end of the
Plan, in the form of Appendix A attached to this Amendment Number One and made
a part hereof.


             IN WITNESS
WHEREOF, Sauer-Danfoss (US)
Company has authorized the execution on its behalf of this Amendment Number One
this 15th day of December, 2000.


 


	 	By:	/s/  Ronald C. Hanson
	 	 	


	 	Title:	 Director Global Human Resources
	 	 	








 


APPENDIX A TO SAUER-DANFOSS

EMPLOYEES’ SAVINGS PLAN


             This
Appendix A to the Sauer-Danfoss Employees’ Savings Plan is applicable only to
Employees who were previously Employees under the Danfoss Fluid Power Employee
Savings and Retirement Plan (hereinafter referred to as the “Danfoss Plan”)
which was merged into the Plan effective December 31, 2000. (Such Employees are
hereinafter referred to as “Former Danfoss Employees”).


             The
provisions of the Plan shall apply to Former Danfoss Employees with the
following modifications:


             1.          Eligibility:  Former Danfoss Employees who were eligible
to participate in the employee elective contribution, employer matching
contribution or the employer discretionary contribution under the Danfoss Plan
on December 31, 2000 shall be eligible to participate in the corresponding
contributions under the Plan on January 1, 2001. Former Danfoss Employees who
were not eligible to participate in any of such contributions under the Danfoss
Plan as of December 31, 2000, shall be eligible to participate in such
contributions under the Plan after satisfying the applicable Plan requirements
for participation in such contributions. Periods of employment with
Sauer-Danfoss (NA) Company (formerly known as Danfoss Fluid Power Inc.) prior
to January 1, 2001, including employment prior to its May 3, 2000 date of
acquisition, shall be included in determining such eligibility.


             2.          Vesting:  For the purpose of determining vesting under
the Plan, Former Danfoss Employees shall be credited with periods of employment
with by Sauer-Danfoss (NA) Company (formerly known as Danfoss Fluid Power Inc.)
prior to January 1, 2001, including employment prior to its May 3,
2000 acquisition. Furthermore, Former Danfoss Employees shall be one hundred
percent (100%) vested in their December 31, 2000 Employer and Matching
Contribution Accounts and any subsequent earnings (or losses) attributable
thereto. In no event shall the Nonforfeitable Percentage of amounts credited to
the Employer and Contribution Accounts of Former Danfoss Employees after
December 31, 2000 be less than their Nonforfeitable Percentage as of
December 31, 2000 determined in accordance with the following schedule:


	 	 	Years of Service	 	Nonforfeitable
  Percentage
	 	

	 	


	 	 	1 year	 	20	%
	 	 	2 years	 	40	%
	 	 	3 years	 	60	%
	 	 	4 years	 	80	%
	 	 	5 or more years	 	100	%



             3.          Loans:  Former Danfoss Employees shall be eligible
to obtain a loan from the Plan in accordance with the Plan’s loan provisions.
Any loans outstanding under the Danfoss Plan on December 31, 2000 shall
continue under their current terms.