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                                                                 Exhibit 10.4(d)
                                                                  2001 Form 10-K

                               THE OILGEAR COMPANY
                      RESOLUTIONS OF THE BOARD OF DIRECTORS
                           ADOPTED ON DECEMBER 12,2001

Whereas, the Company maintains a separate non-qualified benefit plan known as
the Deferred Director's Fee Plan (the "Plan") and now wishes to amend same,

NOW, THEREFOR, BE IT RESOLVED, that a new Appendix A is hereby added to the plan
to read as follows, effective as of the date of adoption of this resolution:

For purposes of this Appendix A, a 'Change in Control' with respect to Oilgear
shall be deemed to have occurred if and when: (i) any 'person' (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), other
than The Oilgear Company or any of its subsidiaries, the Oilgear Stock
Retirement Plan, the Oilgear Salaried Savings Plus Plan, or any other qualified
or non-qualified plan maintained by Oilgear or any of its affiliates, is or
becomes a beneficial owner (as defined in Rule 13d-3 promulgated under such
Act), directly or indirectly, of securities of Oilgear representing 20% or more
of the combined voting power of Oilgear's then outstanding securities, or (ii)
at any time less than a majority of the members of the Oilgear Board of
Directors shall be persons who were either nominated for election by the Board
of Directors (prior to any Change in Control) or were elected by the Board of
Directors (prior to any Change in Control) or (iii) The Oilgear Company sells,
leases or otherwise transfers all or substantially all of its assets not in the
ordinary course of business to another person or party, or (iv) the company is
combined (by merger, consolidation or otherwise) with another corporation and as
a result of such combination, less than 60% of the outstanding securities of the
surviving or resulting corporation are owned in the aggregate by the former
shareholders of the company, or (v) the shareholders of the company approve of a
plan of complete liquidation or dissolution of the company.

Upon the occurrence of a Change in Control, then notwithstanding any other
provision of this Plan,the Company shall promptly cause to be paid to each
eligible participant or beneficiary a lump sum amount equal to the present value
of all benefits expected under the Plan, unless prior to the first date on which
a Change in Control occurs, such participant or beneficiary files a written
irrevocable election form with the Company electing not to receive such lump
sum, but instead to receive benefits as provided for in the Plan. In the case of
a participant who has begun receiving benefits, the annual expected benefit
amount shall be the amount paid during the last calendar year . For an active
employee, the expected annual benefit shall be the amount projected to be
received if he had continued employment to age 65 and the policy funding the
plan had remained in effect, earning at the rate in effect in the year prior to
the change in control. In the event of a change in control as defined above, the
cost recovery provisions are hereby waived and it is presumed that the Company
will receive the full tax benefit of any deductible payments or accruals. The
present value shall be calculated using the annual rate of interest on 10 year
Treasury securities for the month immediately prior to the occurrence of a
Change in Control event as described above Such payments shall be made without
regard to whether an active Eligible Employee's employment with Oilgear or any
of its affiliates is continuing. however, if an active Eligible Employee in fact
so continues and then Plan also continues, appropriate provisions shall be made
so that any subsequent payments made from this Plan are reduced to reflect the
value of such lump sum payment."

Anything in this agreement to the contrary notwithstanding, in the event it
shall be determined that any payment or distribution by the Company to or for
the benefit of the employee (whether paid or payable or distributed or
distributable pursuant to this agreement or otherwise, but determined without
regard to any additional payments required under this Section II ) would be
subject to the excise tax imposed by section 4999 of the internal revenue code
of 1986, as amended or any interest or penalties are incurred by the employee
with respect to such excise tax, (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as the "Excise
Tax"), then the employee shall be entitled to receive an additional payment ( a
"Gross-up Payment") in an amount such that after payment by the employee of all
taxes (including any interest or penalties imposed with respect to such taxes) ,
including, without limitation, any income taxes ( and any interest and penalties
imposed with respect thereto) and Excise Tax imposed on the Gross-up Payment,
the employee retains an amount of the Gross-up payment equal to the Excise Tax
imposed upon the payments