Prepared by MerrillDirect





10.1(ak)


SECOND AMENDMENT

TO

THE SAUER-DANFOSS

EMPLOYEES’ SAVINGS PLAN

(Formerly the Sauer-Sundstrand Employees’ Savings

and Retirement Plan, As Amended and Restated,

Effective January 1, 1997

and Renamed As of January 1, 2001)


             By
virtue and in exercise of the amending power reserved to Sauer Danfoss, Inc.
(the “Company”) by subsection 14.1 of the Sauer-Danfoss Employees’ Savings Plan
(formerly, the Sauer-Sundstrand Employees’ Savings and Retirement Plan),
Amended and Restated as of January 1, 1997 (the “Plan”), and pursuant to the
authority delegated to the undersigned officer of the Company by resolution of
its Board of Directors, the Plan is hereby amended, effective as of January 1,
1997, in the following particulars:


             1.          By
deleting the phrase “if the Employer so elects,” in Section 1.20(b)(ii) of the
Plan.


             2.          By
deleting Section 1.26 of the Plan and inserting the following new Section 1.26
as a part thereof:


“           1.26     ‘Normal
Retirement Date’  shall
mean, for all purposes of the Plan other than vesting under Section 12.2, the
last day of the month in which the Participant attains age 65, and for purposes
of vesting under Section 12.2, shall mean the actual date on which the
Participant attains age 65.”



3.          By deleting Section 2.2 of the Plan
and inserting the following new Section 2.2 as a part thereof:


“           2.2        Changes
in Employment Status.



(a)         Loss of Eligible Employee Status.  If an Eligible Employee ceases to be an
Employee, but continues in the employment of (i) the Employer in some other
capacity, or (ii) a Related Employer, he shall nevertheless continue as an
Eligible Employee and as a Participant until his status as a  Participant is otherwise terminated in
accordance with the provisions of the Plan; provided, however, that such
Participant shall not be permitted to make Participant Contributions at any
time during which he is employed in any capacity other than as an Employee.






 


(b)        Attainment of Eligible Employee
Status.  If an Employee employed by
the Employer or a Related Employer does not or did not qualify as an Eligible
Employee and later attains Eligible Employee Status under this Article II, such
Employee’s prior Service with the Employer and/or Related Employer shall be
fully counted for purposes of determining such Employee’s eligibility and vesting
under the Plan.”



             4.          By substituting for the clause “or, if
greater, 25% of the defined benefit dollar limitation in effect under Section
415(b)(1)(A) of the Code” in Section 6.3(e)(viii)(A) of the Plan the following
new clause “as adjusted under Code Section 415(d)” as a part thereof.


             5.          By deleting Section 6.5(d)(i) of the
Plan and inserting the following new Section 6.5(d)(i) as a part thereof:


“(i)        Allocation to the Participant
Contribution Accounts of the Nonhighly Compensated Employee Group of any
‘Qualified Nonelective Contributions’ (as defined in the 401(k) Regulations)
made by the Employer, in the Employer’s sole discretion; provided, however,
that if the prior year testing method is used in calculating the ADP Test for
the Nonhighly Compensated Employee Group, then the Qualified Nonelective
Contributions shall be contributed to the Plan no later than the last day of
the applicable testing year; or”



             6.          By deleting Section 6.6(d)(i) of the
Plan and inserting the following new Section 6.6(d)(i) as a part thereof:


“(i)        Allocation to the Matching Contribution
Accounts of the Nonhighly Compensated Employee Group of any Qualified
Nonelective Contributions (as defined in the 401(m) Regulations) made by the
Employer, in the Employer’s sole discretion; provided, however, that if the
prior year testing method is used in calculating the ACP Test for the Nonhighly
Compensated Employee Group, then the Qualified Nonelective Contributions shall
be contributed to the Plan no later than the last day of the applicable testing
year; or”






 


             7.          By deleting Section 12.11(a) of the
Plan and inserting the following new Section 12.11(a) as a part thereof:


"(a)       An ‘eligible rollover distribution’ is
any distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include:
any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the distributee and the distributee’s designated beneficiary, or for a
specified period of ten years or more; any distribution to the extent such
distribution is required under Section 401(a)(9) of the Code; any hardship
distribution described in Section 401(k)(2)(B)(i)(IV) of the Code; and the
portion of any distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
employer securities).”



             8.          By deleting Section 16.14(a) of the
Plan and inserting the following new Section 16.14(a) as a part thereof:


“(a)       If the Plan fails to initially qualify,
with respect to a Related Company which adopts the Plan in accordance with Article
XVII, under Section 401(a) of the Code pursuant to a determination letter
application filed with the Internal Revenue Service by the due date, plus
extensions, or the Employer’s tax return for the tax year in which the Plan was
adopted and effective;”



             IN WITNESS WHEREOF,
the above amendment is adopted this 26th day of March, 2001.


	 	SAUER DANFOSS, INC.
	 	 
	 	/s/  Kenneth D. McCuskey 


	 
	 	 	 
	 	By:  	Kenneth
  D. McCuskey
	 	 	


	 	 	 
	 	Its:
  	Vice
  President - Finance