SAUER INC. 1998 LONG-TERM INCENTIVE PLAN
1. Paragraph 16.1 of Article 16 of the Sauer Inc. 1998 Long-Term Incentive Plan (the "Plan") provides that the
Plan 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
Corporation, the Plan is hereby amended as follows:
(a) The name of the Plan is hereby changed to the Sauer-Danfoss Inc. 1998 Long-Term Incentive Plan, and
wherever the name Sauer Inc. appears in the Plan, there shall be substituted therefor the name "Sauer-Danfoss
(b) Subparagraph (a) of paragraph 2.5 of Article II. Definitions, 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 Inc. 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 any Award (as defined in the Plan) 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