Exhibit 10.1 (be)


 


AMENDMENT
NUMBER 7

TO THE

SAUER-DANFOSS LASALLE FACTORY EMPLOYEE SAVINGS PLAN

(As Amended and Restated Effective January 1, 1998)


 


By virtue and in exercise of
the amending power reserved to Sauer-Danfoss (US) Company (the “Company”) by Section
14.1 of Sauer-Danfoss LaSalle Factory Employee Savings Plan as amended and
restated effective January 1, 1998
(the “Plan”) and pursuant to the authority delegated to the undersigned officer
of the Company by the Employee Benefits Committee of the Company, the Plan is
hereby amended, effective as of January 1, 2003, as follows:


 


1.                                       The Plan is amended by deleting the last two
sentences in Section 12.8(b) of the Plan, which begin “All distribution” and
“Any Plan provisions.”


 


2.                                       The Plan is amended by deleting Section
12.8(f) in its entirety and substituting the following 12.8(f) in its place:


 


“(f)                              If a Participant dies before distribution of
his interest has begun, distribution of his entire interest shall be completed
by December 31  of the calendar year
containing the fifth anniversary of his death, However, if a portion of the
Participant’s interest is to be paid to a Beneficiary designated by him, that
portion may, if the other provisions of this Plan so provide, be distributed
over the life or life expectancy of the Beneficiary. In that case, distribution
must begin not later than December 31 of the calendar year following the
calendar year of the Participant’s death. If the Beneficiary is the
Participant’s surviving spouse, and other provisions of the Plan so provide,
distribution need not begin until December 31 of the calendar year in which the
Participant would have attained age 70l/2. If the surviving Spouse
dies before distribution to her begins, then for purposes of the requirements
of this and the preceding subsections (concerning the latest date a
distribution may begin and the longest period of time over which payments may
be made), the surviving spouse shall be treated as if she were the
Participant.”


 


3.                                       The Plan is amended by adding the following
new Section 12.8(g):


 


“(g)                           Notwithstanding any provision of the Plan to
the contrary, with respect to distributions under the Plan for calendar years
beginning on or after January 1, 2003, the Plan will apply the minimum
distribution requirements of Section 40l(a)(9) of the Code in accordance with
the final regulations under Section 401(a)(9) of the Code that were published
in the Federal Register on April 17, 2002 and in accordance with revenue
rulings, notices and other guidance published in the Internal Revenue Bulletin
reflecting Section 401(a)(9) of the Code. In addition, any distribution
required under the incidental death benefit rule of Section 401(a)(9)(G) of the
Code shall be treated as a distribution required under this paragraph.”


 

















 


IN WITNESS
WHEREOF, the Company has authorized the execution on its behalf this Amendment
Number 7, this 18th day of December, 2003.


 


 


	
   

  	
  SAUER
  DANFOSS (US) COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James T.
  Remus

  	
   

  
	
   

  	
   

  	
  James T.
  Remus

  	
   

  
	
   

  	
   

  	
  Director -
  Global Compensation and Benefits