SAUER INC. NON-EMPLOYEE DIRECTOR STOCK OPTION
AND RESTRICTED STOCK PLAN
1. Paragraph 9.1 of Article 9 of the Sauer Inc. Non-Employee Director Stock Option and Restricted Stock Plan
(the "Plan") provides that it may be amended by action of the Board of Directors of Sauer Inc. (the "Company").
In accordance with the provisions of that paragraph and pursuant to resolutions duly adopted by the Board of
Directors of the Company, the Plan is hereby amended as follows:
(a) The name of the Plan is changed to the "Sauer-Danfoss Inc. Non-Employee Director Stock Option and
Restricted Stock Plan", and wherever the name Sauer Inc. appears in the Plan the name Sauer-Danfoss Inc. shall
be substituted therefor.
(b) Article 2.(e)(i) is amended by adding the following language to such subparagraph immediately following the
semicolon and immediately preceding the word "or":
"Provided, however, that a change in control shall not result from (a) Danfoss A/S, or (b) Klaus Murmann, any
member or members of his immediate family or any entity or trust a majority of which is owned by Klaus
Murmann or a member or members of his immediate family, acquiring securities of Sauer-Danfoss from the other,
either directly, or indirectly by acquiring voting control of Danfoss Murmann Holding A/S or its successor."
2. The changes made by this Amendment shall be subject to, and effective upon, the completion of the
combination of the fluid power business of Danfoss A/S and the Company.
3. The changes made by this Amendment shall not apply to Awards (as defined in the Plan) that are outstanding
under the Plan prior to the effective date of this Amendment.
The above Amendment was duly adopted by resolutions passed by the Board of Directors of the Company at its
meeting held on March ___, 2000
Kenneth D. McCuskey, Secretary of