SAUER DANFOSS INC Contracts & Agreements

AGREEMENT AND PLAN OF MERGER among DANFOSS A/S, DANFOSS ACQUISITION, INC. and SAUER-DANFOSS INC. Dated as of March 1, 2013 (Filed With SEC on March 5, 2013)

FIRST AMENDMENT TO THE SAUER-DANFOSS INC. SUPPLEMENTAL EXECUTIVE SAVINGS & RETIREMENT PLAN (as Amended and Restated Effective January 1, 2008) (Filed With SEC on February 21, 2013)

FIRST AMENDMENT TO THE SAUER-DANFOSS, INC. 409A DEFERRED COMPENSATION PLAN FOR SELECTED EMPLOYEES AND US NONEMPLOYEE DIRECTORS (as Amended and Restated Effective January 1, 2008) (Filed With SEC on February 21, 2013)

SECOND AMENDMENT TO THE SAUER-DANFOSS INC. 409A DEFERRED COMPENSATION PLAN FOR SELECTED EMPLOYEES AND US NONEMPLOYEE DIRECTORS (as Amended and Restated Effective January 1, 2008) (Filed With SEC on February 21, 2013)

FIRST AMENDMENT TO THE SAUER-DANFOSS INC. FINAL AVERAGE PAY SUPPLEMENTAL RETIREMENT BENEFIT PLAN (as Amended and Restated Effective January 1, 2008) (Filed With SEC on February 21, 2013)

SECOND AMENDED AND RESTATED MANUFACTURING JOINT VENTURE AGREEMENT (Filed With SEC on February 21, 2013)

LEASE AGREEMENT (Filed With SEC on February 21, 2013)

Neumnster, August 29, 2012Place DatePaderborn, August 30, 2012Place Date/s/ Thomas Kaiser/s/ Eric AlstrmSauer-Danfoss GmbH & Co. OHGKaiser, ThomasGeneral ManagerEric Alstrm (Filed With SEC on October 25, 2012)

Separation Agreement and General Release (Filed With SEC on October 25, 2012)

LOAN AGREEMENT (Filed With SEC on November 3, 2011)

Sauer-Danfoss ApS, Nordborgvej 81, DK-6430 Nordborg CONTRACT OF EMPLOYMENT BetweenSauer-Danfoss ApS, Nordborgvej 81, DK-6430 NordborgCVR No. 25814363andHelge Jrgensen,Runevnget... (Filed With SEC on August 4, 2011)

AMENDED AND RESTATED CREDIT AGREEMENT USD 140,000,000 TERM LOAN EUR 45,000,000 TERM LOAN USD 180,000,000 REVOLVING LOAN EUR 90,000,000 REVOLVING LOAN DATED AS OF SEPTEMBER 7, 2010... (Filed With SEC on September 9, 2010)

LEASE DATED 16thMay., 2008 BY AND BETWEEN PG PL 1 SP. Z O.O. and SAUER DANFOSS SP.Z O.O. OF PREMISES IN WAREHOUSE BUILDING PANATTONI PARK WROCLAW (Filed With SEC on March 4, 2010)

Aufhebungsvertrag (Filed With SEC on March 4, 2010)

SAUER-DANFOSS Changein Control Agreement CharlesK. Hall (Filed With SEC on March 4, 2010)

FIRSTAMENDMENT TO SAUER-DANFOSS CHANGE OF CONTROL AGREEMENT (Filed With SEC on March 4, 2010)

Participant: Date of Award: June 11, 2009 Number of Shares of Restricted Stock Awarded: 1,500 Vesting Date and Number of Shares Vested per Vesting Date: Vesting Date Number of... (Filed With SEC on March 4, 2010)

CREDIT AGREEMENT USD 690,000,000 DATED AS OF NOVEMBER 9, 2009 by and between DANFOSS A/S, as Lender and SAUER-DANFOSS INC., as Borrower (Filed With SEC on November 9, 2009)

FIRSTAMENDMENT TO OFFICE LEASE (Filed With SEC on July 31, 2009)

Employment Contract (Filed With SEC on May 6, 2009)

AMENDMENT NO. 1 TO LEASE (Filed With SEC on March 24, 2009)

AMENDMENT NO. 2 TO LEASE (Filed With SEC on March 24, 2009)

Employment Agreement for Karl J. Schmidt Sauer-Danfoss Inc. December 31, 2008 (Filed With SEC on March 24, 2009)

Employment Contract (Filed With SEC on March 24, 2009)

Anstellungsvertrag (Filed With SEC on March 24, 2009)

EmploymentAgreement for Henrik Krabsen Sauer-Danfoss Inc. December 31, 2008 (Filed With SEC on March 24, 2009)

Employment Agreement for Kenneth D. McCuskey Sauer-Danfoss Inc. December 31, 2008 (Filed With SEC on March 24, 2009)

Employment Agreement for Ronald C. Hanson Sauer-Danfoss Inc. December 31, 2008 (Filed With SEC on March 24, 2009)

Employment Agreement for Wolfgang Schramm Sauer-Danfoss Inc. December 31, 2008 (Filed With SEC on March 24, 2009)

SAUER-DANFOSSINC. ANNUALMANAGEMENT PERFORMANCE INCENTIVE PLAN Amended andRestated as of December 29, 2008 (Filed With SEC on March 24, 2009)

SAUER-DANFOSS INC. SUPPLEMENTAL EXECUTIVE SAVINGS &RETIREMENT PLAN As Amended and Restated Effective January 1,2008 (Filed With SEC on March 24, 2009)

SAUER-DANFOSSINC. 409A DEFERRED COMPENSATION PLAN FOR SELECTED EMPLOYEES AND US NONEMPLOYEE DIRECTORS AsAmended and Restated as of January 1, 2008 (Filed With SEC on March 24, 2009)

FIH|LOANAGREEMENT (Filed With SEC on March 24, 2009)

AGREEMENT (Filed With SEC on March 24, 2009)

Sauer-Danfoss Inc. Loan Agreement (US $ 50,000,000.00) (Filed With SEC on March 24, 2009)

FACILITIES AGREEMENT Dated 12thMarch 2009 (Filed With SEC on March 16, 2009)

Sauer-Danfoss Inc. Loan Agreement (US $ 25,000,000.00) (Filed With SEC on March 16, 2009)

Sauer-Danfoss Inc. 2006 Omnibus Incentive Plan 2008 Performance Unit Award Agreement (Filed With SEC on May 1, 2008)

REAL ESTATE PROPERTY LEASE AGREEMENT (Filed With SEC on March 11, 2008)

IndustrialProperty - Leasing Contract between (Filed With SEC on March 11, 2008)

This document constitutes part ofthe prospectus covering securities that have been registered under theSecurities Act of 1933. (Filed With SEC on January 7, 2008)

Employment Agreement for Wolfgang Schramm Sauer Danfoss Inc. (Filed With SEC on November 2, 2007)

1 of 3 (Filed With SEC on August 6, 2007)

CONVENIENCE TRANSLATION (Filed With SEC on May 4, 2007)

This document constitutes part of the prospectus covering securities that have been registered under the Securities Act of 1933. (Filed With SEC on April 5, 2007)

SAUER-DANFOSS INC. 2006 OMNIBUS INCENTIVE PLAN 2007 CASH-BASED AWARD AGREEMENT (Filed With SEC on April 5, 2007)

Sauer-Danfoss Inc.2006 Omnibus Incentive Plan Performance Unit Award Agreement (Filed With SEC on June 7, 2006)

26 of June, (Filed With SEC on March 10, 2006)

This document constitutes part of the prospectus covering securities that have been registered under the Securities Act of 1933. (Filed With SEC on May 10, 2005)

Number of Shares Vested (Filed With SEC on May 10, 2005)

Non-employee Director Compensation Effective April 27, 2005 (Filed With SEC on May 3, 2005)

LEASE AGREEMENT (Filed With SEC on March 14, 2005)

AMENDMENTNUMBER TEN TO THE SAUER-DANFOSS EMPLOYEES SAVINGS PLAN (As Amended and Restated Effective January 1, 1997) (Filed With SEC on March 14, 2005)

AMENDMENT NUMBER ELEVEN TO THE SAUER-DANFOSS EMPLOYEES SAVINGS PLAN (As Amended and Restated Effective January 1, 1997) (Filed With SEC on March 14, 2005)

THIRD AMENDMENT TO THE SAUER-DANFOSS EMPLOYEESRETIREMENT PLAN (AsAmended and Restated, Effective January 1, 2000 andRenamed As of May 3, 2000) (Filed With SEC on March 14, 2005)

AMENDMENT NUMBER FOUR TO THE JANUARY 1, 2000 RESTATEMENT OF THE SAUER-DANFOSS EMPLOYEES RETIREMENT PLAN (Filed With SEC on March 14, 2005)

FIRST AMENDMENT SAUER-SUNDSTRANDLASALLE FACTORY EMPLOYEESAVINGS PLAN (AsAmended and Restated as of January 1, 1998) (Filed With SEC on March 14, 2005)

SECONDAMENDMENT SAUER-SUNDSTRANDLASALLE FACTORY EMPLOYEESAVINGS PLAN (AsAmended and Restated as of January 1, 1998) (Filed With SEC on March 14, 2005)

AMENDMENTNUMBER EIGHT TO THE SAUER-DANFOSSLASALLE FACTORY EMPLOYEE SAVINGS PLAN (As Amended and Restated Effective January 1, 1998) (Filed With SEC on March 14, 2005)

AMENDMENT NUMBER ONE TO THE FACTORY PENSION PLAN OFSAUER-DANFOSS (LASALLE) AND INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERSOF AMERICA, AND... (Filed With SEC on March 14, 2005)

AMENDMENT NUMBER TWO TO FACTORY PENSION PLAN OF SAUER-DANFOSS (LASALLE) AND INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OFAMERICA, AND ITS... (Filed With SEC on March 14, 2005)

AMENDMENT NUMBER THREE TO FACTORY PENSION PLAN OFSAUER-DANFOSS (LASALLE) AND INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACEAND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA, AND... (Filed With SEC on March 14, 2005)

AMENDMENT NUMBER FOUR TO FACTORY PENSION PLAN OF SAUER-DANFOSS (LASALLE) AND INTERNATIONAL UNION, UNITEDAUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA, AND... (Filed With SEC on March 14, 2005)

CONSULTING AGREEMENT (Filed With SEC on August 6, 2004)

SAUER-DANFOSS INC. ANNUAL MANAGEMENT PERFORMANCE INCENTIVE PLAN Amendedand Restated as of March 4, 2003 SAUER-DANFOSS INC. ANNUAL MANAGEMENT PERFORMANCE INCENTIVE PLAN Amended and... (Filed With SEC on August 6, 2004)

FIRST AMENDMENT TO THE SAUER-SUNDSTRAND COMPANY SUPPLEMENTAL RETIREMENT BENEFIT PLAN FOR CERTAIN KEY EXECUTIVES (Filed With SEC on August 6, 2004)

SAUER-DANFOSS INC. SUPPLEMENTAL EXECUTIVE SAVINGS & RETIREMENT PLAN Effective January 1, 2004 (Filed With SEC on August 6, 2004)

AMENDMENT NO. 1 TO THE COMPACT CONTROLS, INC. 40l(k)PLAN AND AMENDMENT NO. 3 TO THE SAUER-DANFOSS EMPLOYEES SAVINGS PLAN AGREEMENT TO MERGE THE COMPACT CONTROLS, INC. 40l(k)... (Filed With SEC on March 15, 2004)

AMENDMENT NUMBER FOUR TO SAUER-DANFOSS EMPLOYEES SAVINGS PLAN (Formerly the Sauer-Sundstrand Employees Savings and Retirement Plan, As Amended and Restated, Effective January 1,... (Filed With SEC on March 15, 2004)

FIFTH AMENDMENT TO THESAUER-DANFOSS EMPLOYEES SAVINGS PLAN (Formerly the Sauer-Sundstrand Employees Savings and Retirement Plan, As Amended and Restated, Effective January 1, 1997... (Filed With SEC on March 15, 2004)

AMENDMENT NUMBER 6 TO THE SAUER-DANFOSS EMPLOYEES SAVINGS PLAN (As Amended and Restated Effective January 1, 1997) (Filed With SEC on March 15, 2004)

AMENDMENT NUMBER 7 TO THE SAUER-DANFOSS EMPLOYEES SAVINGS PLAN (As Amended and Restated Effective January 1, 1997) (Filed With SEC on March 15, 2004)

AMENDMENT NUMBER EIGHT TO THE SAUER-DANFOSS EMPLOYEES SAVINGS PLAN (As Amended and Restated Effective January 1, 1997) (Filed With SEC on March 15, 2004)

AMENDMENTNUMBER 9 TO THE SAUER-DANFOSS EMPLOYEES SAVINGS PLAN (As Amended and Restated Effective January 1, 1997) (Filed With SEC on March 15, 2004)

AMENDMENTNUMBER 6 TO THE SAUER-DANFOSS LASALLE FACTORY EMPLOYEE SAVINGS PLAN (As Amended and Restated Effective January 1,1998) (Filed With SEC on March 15, 2004)

AMENDMENTNUMBER 7 TO THE SAUER-DANFOSS LASALLE FACTORY EMPLOYEE SAVINGS PLAN (As Amended and Restated Effective January 1, 1998) (Filed With SEC on March 15, 2004)

AMENDED AND RESTATED SEPARATION AGREEMENT (Filed With SEC on November 14, 2002)

AMENDMENTTO EMPLOYMENT AGREEMENT (Filed With SEC on August 14, 2002)

LEASE AGREEMENT (Filed With SEC on May 15, 2002)

OFFICE LEASE CITY PARK CORPORATE CENTER LINCOLNSHIRE, ILLINOIS Between ECD -LINCOLNSHIRE OFFICE, L.L.C. Landlord, and SAUER-DANFOSS INC. Tenant TABLE OF CONTENTS (Filed With SEC on May 15, 2002)

SAUER-DANFOSS INC. ANNUAL MANAGEMENT PERFORMANCE INCENTIVE PLAN January 1, 2002Restatement SAUER-DANFOSS INC. ANNUAL MANAGEMENT PERFORMANCE INCENTIVE PLAN January 1, 2002... (Filed With SEC on May 15, 2002)

SAUER-DANFOSS INC. ANNUAL OFFICER PERFORMANCE INCENTIVE PLAN January 1, 2002Restatement SAUER-DANFOSS INC. ANNUAL OFFICER PERFORMANCE INCENTIVE PLAN January 1, 2002 Restatement (Filed With SEC on May 15, 2002)

THIRD AMENDMENT To The Sauer-Sundstrand LaSalle Factory Employee Savings Plan (AS AMENDED AND RESTATED, EFFECTIVE JANUARY 1, 1998) (Filed With SEC on November 14, 2001)

SAUERDANFOSS RACINE EMPLOYEES' SAVINGSPLAN ADOPTIONAGREEMENT # 005 NONSTANDARDIZEDCODE 401(k) PROFIT SHARING PLAN (Filed With SEC on November 14, 2001)

AMENDMENTNUMBER ONE TO THE JANUARY 1, 2000 RESTATEMENT OF THE SAUER-DANFOSS EMPLOYEES' RETIREMENT PLAN (Filed With SEC on August 15, 2001)

AMENDMENT NUMBER ONE TO THE JANUARY 1, 1997 RESTATEMENT OF THE SAUER-SUNDSTRAND EMPLOYEES SAVINGS AND RETIREMENT PLAN (Filed With SEC on August 15, 2001)

SECOND AMENDMENT TO THE SAUER-DANFOSS EMPLOYEES SAVINGS PLAN (Formerly the Sauer-Sundstrand Employees Savings and Retirement Plan, As Amended and Restated, Effective January 1,... (Filed With SEC on August 15, 2001)

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SAUER DANFOSS INC Contracts & Agreements