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                                                                EXHIBIT 10.1(bd)

                                    AMENDMENT
                                     TO THE
                SAUER DANFOSS INC. 1998 LONG-TERM INCENTIVE PLAN

         1. Paragraph 16.1 of Article 16 of the Sauer-Danfoss Inc. 1998
Long-Term Incentive Plan (the "Plan") provides that the Plan may be amended by
action of the Board of Directors of Sauer-Danfoss 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 existing subparagraph (c) of paragraph 2.5 of Article 2.
               Definitions is deleted in its entirety and new subparagraphs (c)
               and (d) of said paragraph 2.5 of Article 2. are added to read as
               follows:

               "(c) The stockholders of the Company approve a plan of complete
                    liquidation of the Company; or

               (d)  The consummation of: (i) the sale or disposition of all or
                    substantially all of the Company's assets; or (ii) a merger,
                    consolidation, or reorganization of the Company with or
                    involving any other corporation or entity, other than a
                    merger, consolidation, or reorganization that would result
                    in the voting securities of the Company outstanding
                    immediately prior thereto continuing to represent (either by
                    remaining outstanding or by being converted into voting
                    securities of the surviving entity) at least fifty percent
                    (50%) of the combined voting power of the voting securities
                    of the Company (or such surviving entity) outstanding
                    immediately after such merger, consolidation, or
                    reorganization."

         2. The changes made by this Amendment shall not apply to any Award (as
defined in the Plan) outstanding under the Plan prior to the date this Amendment
was adopted by the Board of Directors of the Company.

                    The above Amendment was duly adopted by resolutions passed
                    by the Board of Directors of the Company at its meeting held
                    on December 4, 2002


                    -----------------------------------
                    Kenneth D. McCuskey, Secretary of
                    the Company