MOOG INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10_1.htm
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<html>

<head>

<meta name="GENERATOR" content="Microsoft FrontPage 5.0">
<meta name="ProgId" content="FrontPage.Editor.Document">
<title>Exhibit 10</title>
</head>

<body>

<b>
<p ALIGN="RIGHT">Exhibit 10.1</p>
<p ALIGN="CENTER">&nbsp;</p>
<p ALIGN="CENTER">MOOG INC. SUPPLEMENTAL RETIREMENT PLAN</p>
<p ALIGN="CENTER">[ADOPTED: AUGUST 22, 1978; AMENDED: AUGUST 30, 1983, <br>
MAY 19, 1987, AUGUST 30, 1988, DECEMBER 12, 1996, NOVEMBER 11, 1999,<br>
AND NOVEMBER 29, 2001]</p>
<font FACE="(normal text)">
<p ALIGN="CENTER">ARTICLE I.</font><u><br>
Purpose, Definitions, Administration, Amendment</p>
</u></b>
<p ALIGN="JUSTIFY">The Moog Inc. Supplemental Retirement Plan is an unfunded
plan, not intended to qualify under the Internal Revenue Code, maintained for
the purpose of providing additional retirement benefits for a select group of
management or highly compensated employees of Moog Inc., and participation in
the Moog Inc. Supplemental Retirement Plan is limited consistent with such
purpose. Benefits under the Moog Inc. Supplemental Retirement Plan are intended
to supplement benefits provided under the Moog Inc. Employees' Retirement Plan
and benefits received from Social Security.</p>
<p ALIGN="JUSTIFY">The following words and phrases as used herein have the
following meanings:</p>

      <dir>
        <p ALIGN="JUSTIFY">&quot;Cause&quot; means: any harmful act or omission that
        constitutes a willful and a continuing material failure by the Executive
        to perform the material and essential obligations under his Employment
        Termination Benefits Agreement (other than as a result of death or total
        or partial incapacity due to physical or mental illness); or the
        Executive's conviction of a felony, or any willful perpetration by the
        Executive of a common law fraud upon the Company; or any willful
        misconduct or bad faith omission by the Executive constituting
        dishonesty, fraud or immoral conduct, which is materially injurious to
        the financial condition or business reputation of the Company. Anything
        in this definition to the contrary notwithstanding, the termination of
        the Executive's employment by the Company is not considered to have been
        for Cause if the termination resulted from: bad judgment or mere
        negligence on the part of the Executive; or an act or omission by the
        Executive without intending to gain, directly or indirectly, a
        substantial personal profit to which the Executive was not legally
        entitled; or an act or omission by the Executive that the Executive
        believed in good faith to have been in the interests of the Company or
        not opposed to such interests.</p>
        <p ALIGN="JUSTIFY">&quot;Change of Control&quot; means the transfer in one or more
        transactions, extending over a period of not more than 24 months of
        Common Stock of the Company possessing 25% or more of the total combined
        voting power of all Class A and Class&nbsp;B Shares of Common Stock. A
        transfer shall be deemed to occur if shares of Common Stock are either
        transferred or made the subject of options, warrants, or similar rights
        granting a third party the opportunity to acquire ownership or voting
        control of such Common Stock.</p>
        <p ALIGN="JUSTIFY">&quot;Code&quot; means the Internal Revenue Code of 1986, as
        amended and as it may be amended.</p>
        <p ALIGN="JUSTIFY">&quot;Common Stock&quot; means the Class A and Class B $1.00
        par value shares of the capital stock of the Company, as well as all
        other securities with voting rights or convertible into securities with
        voting rights.</p>
        <p ALIGN="JUSTIFY">&quot;Company&quot; means Moog Inc., as well as any successors
        or assigns of Moog Inc., whether by transfer, merger, consolidation,
        acquisition of all or substantially all of the business assets, change
        in identity, or otherwise by operation of law and for purposes of
        employment of an Executive shall also mean any parent, subsidiary or
        affiliated entity to whom Executive's services may be assigned.</p>
        <p>&quot;Compensation&quot; means the sum of:</p>

          <dir>
            <p>(1) The average of the highest consecutive three-year base salary
            paid or payable to the Executive in or on account of a fiscal year
            prior to Retirement, Involuntary Termination of Employment, or a
            Change of Control, as the case may be, plus</p>
            <p>(2) The highest annual bonus paid or payable to the Executive
            with respect to any of the last three fiscal years prior to
            Retirement, Involuntary Termination of Employment, or a Change of
            Control, as the case may be, plus</p>
            <p>(3) The highest annual profit share paid to the Executive with
            respect to any of the last three fiscal years prior to Retirement,
            Involuntary Termination of Employment, or a Change of Control, as
            the case may be, or, if not paid, the amount of the unpaid profit
            share, if any, that would have been payable under the terms of the
            Profit Share Plan.</p></dir>

        <p ALIGN="JUSTIFY">&quot;Compensation Committee&quot; means the Executive
        Compensation Committee of the Board of Directors of the Company (the
        &quot;Board&quot;), as it is constituted from time to time.</p>
        <p ALIGN="JUSTIFY">&quot;Disability&quot; means the inability of Executive to
        perform a substantial portion of his duties for a continuous period of 6
        months or more.</p>
        <p ALIGN="JUSTIFY">&quot;Employment Termination Benefits Agreement&quot; means the
        written agreement between the Company and the Executive providing the
        terms and conditions of the Executive's employment as a member of the
        Company's management.</p>
        <p ALIGN="JUSTIFY">&quot;Executive&quot; means an employee of the Company who
        participates in the Moog Inc. Employees' Retirement Plan, who is an
        officer of the Company and who is a party to an Employment Termination
        Benefits Agreement.</p>
        <p ALIGN="JUSTIFY">&quot;Involuntary Termination of Employment&quot; means a
        severance of the Participant's employment relationship prior to age 65,
        other than for death, Disability, Retirement, or Cause, by or at the
        instigation of Company or by or at the instigation of Participant where
        Participant's pay has been diminished or reduced to a greater extent
        than any diminution or reduction of Company's Executives generally, or
        where there has been a Change of Control, Involuntary Termination of
        Employment shall also include a termination of the employment
        relationship by Participant (whether before or after age 65), within two
        years of the Change of Control, in those circumstances where the duties,
        responsibilities, status, base pay or perquisites of office and
        employment have been diminished or downgraded, or substantially
        increased (other than base pay) without Participant's actual or implied
        consent; provided, however, that a general increase or decrease in base
        pay which is approved by a majority of those Participants who are
        parties to Employment Termination Benefits Agreements will be considered
        as having been consented to for purposes of this Plan.</p>
        <p ALIGN="JUSTIFY">&quot;Moog Inc. Employees' Retirement Plan&quot; means the Moog
        Inc. Employees' Retirement Plan, as amended and restated effective as of
        January 1, 1989, as amended and as it may be amended, or any successor
        Company Retirement Plan, as in effect as of the date that a benefit is
        calculated under the Plan.</p>
        <p ALIGN="JUSTIFY">&quot;Participant&quot; means an Executive who is a Participant
        in the Plan pursuant to Article II. The word &quot;Participant&quot; includes a
        person who has ceased to actively participate in the Plan but who has
        not received payment of all of his Plan benefits.</p>
        <p ALIGN="JUSTIFY">&quot;Plan&quot; means the Moog Inc. Supplemental Retirement
        Plan, as set forth herein and as it may be amended.</p>
        <p ALIGN="JUSTIFY">&quot;Retirement&quot; means the election of Executive to
        retire from active employment with Company at the end of the month in
        which Executive attains 65 years of age or thereafter. Retirement shall
        also mean a similar election by Executive prior to age 65, where
        Executive elects to receive early Retirement benefits under the Moog
        Inc. Employees' Retirement Plan.</p>
        <p ALIGN="JUSTIFY">&quot;Spouse&quot; means a surviving spouse receiving benefits,
        if any, payable under the Moog Inc. Employees' Retirement Plan because
        of the death of a Participant, and includes a spouse receiving either
        pre-retirement surviving spouse benefits or survivor's benefits because
        of the form of payment elected by the Participant under the Moog Inc.
        Employees' Retirement Plan.</p>
        <p ALIGN="JUSTIFY">&quot;Supplemental Benefit&quot; means the income, if any,
        payable to a Participant or Beneficiary pursuant to Article III of the
        Plan.</p>
        <p ALIGN="JUSTIFY">&quot;Year of Service&quot; has the same meaning as defined in
        the Moog Inc. Employees' Retirement Plan for benefit accrual purposes.</p>
      </dir>
    </dir>
  </dir>
</dir>
<p ALIGN="JUSTIFY">The Plan shall be operated under the direction of the
Compensation Committee, which shall have all authority and powers necessary to
administer the Plan and construe the Plan terms, make factual determinations,
resolve any ambiguities or inconsistencies, determine eligibility for
participation or benefits, and decide all questions arising in the Plan
administration, interpretation or application; provided, however, that all such
actions or decisions made after a Change of Control shall be subject to a de
novo standard of judicial review.</p>
<p ALIGN="JUSTIFY">While the Company expects to continue the Plan indefinitely,
it reserves the right to amend the Plan at any time and from time to time or to
discontinue the Plan at any time, by action of its Board. No amendment or
discontinuance of the Plan shall impair or adversely affect any benefits accrued
under the Plan as of the date of such action, except with the consent of the
Participant or Spouse entitled to receive such benefits. In the event of an
amendment of the Plan affecting benefits, or discontinuance of the Plan, the
interest of each Participant shall be determined as if each Participant retired
as of the date of such amendment or discontinuance; provided, however, that in
the event of such an amendment or discontinuance after a Change of Control, the
Plan shall continue and benefits shall continue to accrue under the Plan, based
on the terms of the Plan as of the date preceding such action, for all
individuals who are Participants or Spouses on such date.</p>
<b><font FACE="(normal text)">
<p ALIGN="CENTER">ARTICLE II.</font><u><br>
Eligibility</p>
</u></b>
<p ALIGN="JUSTIFY">Each Executive shall be a Participant eligible for
Supplemental Benefits pursuant to Article III of the Plan, provided the
Executive has at least ten continuous Years of Service with the Company and
(except as provided in Article VIII) elects Retirement; provided, however, that
at the time of Retirement, the Participant must have attained (1)&nbsp;age&nbsp;65 or
later or (2)&nbsp;age 60 or later with a combined total of age and Years of Service
with the Company at least equal to 90; provided, further, that Supplemental
Benefits shall be payable to an Executive who receives benefits under the Moog
Inc. Employees' Retirement Plan because of Disability, without regard to such
Participant's eligibility for early or normal Retirement benefits under this
Plan. Supplemental Benefits shall be payable to a Spouse who receives
pre-retirement surviving spouse benefits under the Moog Inc. Employees'
Retirement Plan because the Executive died before commencing benefit payments
under the Moog Inc. Employees' Retirement Plan.</p>
<p ALIGN="JUSTIFY">Eligibility for the benefits of this Plan is limited to
Executives of the Company and does not extend to officers or executives of any
affiliate or subsidiary.</p>
<b><font FACE="(normal text)">
<p ALIGN="CENTER">ARTICLE III.</font><u><br>
Benefits</p>
</u></b>
<p ALIGN="JUSTIFY">For an Executive with 25&nbsp;or more Years of Service with the
Company, the Supplemental Benefit payable to the Executive under this Plan
(determined based on the payment form elected under the Moog Inc. Employees'
Retirement Plan) shall equal the excess, if any, of &quot;(a)&quot; over &quot;(b)&quot;&nbsp;+&nbsp;&quot;(c)&quot;
where &quot;(a)&quot;&nbsp;is 65% of the Executive's Compensation, &quot;(b)&quot;&nbsp;is the benefit that
would be paid to the Executive under the Moog Inc. Employees' Retirement Plan at
age&nbsp;65, and &quot;(c)&quot;&nbsp;is one-half the primary Social Security benefit of the
Executive at age&nbsp;65. For an Executive with 10-24&nbsp;Years of Service, &quot;(a)&quot; will be
determined according to the following schedule:</p>
<p>&nbsp;</p>
<p ALIGN="CENTER"></p>
<center>
<table CELLSPACING="0" BORDER="0" WIDTH="560">
  <tr>
    <td VALIGN="bottom" align="center"><font FACE="Arial">
    <p ALIGN="CENTER">&nbsp;</p>
    <p ALIGN="CENTER">&nbsp;</p>
    </font><u>
    <p ALIGN="CENTER">Years of Service</u></td>
    <td VALIGN="bottom" align="center">&nbsp;</td>
    <td VALIGN="bottom" align="center"><u>
    <p ALIGN="CENTER">(a) Total Combined Benefit Target</u></td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">24</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">64%</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">23</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">63%</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">22</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">62%</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">21</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">61%</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">20</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">60%</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">19</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">59%</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">18</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">58%</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">17</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">57%</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">16</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">56%</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">15</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">55%</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">14</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">54%</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">13</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">53%</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">12</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">52%</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">11</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">51%</td>
  </tr>
  <tr>
    <td WIDTH="27%" VALIGN="TOP">
    <p ALIGN="CENTER">10</td>
    <td WIDTH="13%" VALIGN="TOP">&nbsp;</td>
    <td WIDTH="61%" VALIGN="TOP">
    <p ALIGN="CENTER">50%</td>
  </tr>
</table>
</center>
<p></p>
<p ALIGN="JUSTIFY"></p>
<p ALIGN="JUSTIFY">Early payment of Supplemental Benefits under this Plan shall
be made to an Executive who elects earlier Retirement under the Moog Inc.
Employees' Retirement Plan; provided, however, that no early payment shall be
made unless the Executive's Retirement is at age 60 or later with a combined
total of age and Years of Service with the Company at least equal to 90;
provided, further, that the Supplemental Benefits payable under this Plan shall
be reduced by the early payment actuarial discount established under the Moog
Inc. Employees' Retirement Plan for the commencement of benefits before age 65.
Notwithstanding the foregoing, Supplemental Benefits shall be payable to an
Executive who receives benefits under the Moog Inc. Employees' Retirement Plan
because of Disability, without regard to such Participant's eligibility for
early or normal Retirement benefits under this Plan.</p>
<p ALIGN="JUSTIFY">In the event of commencement of Supplemental Benefits prior
to attainment of age&nbsp;62, the Supplemental Benefit payable under this Plan shall
include a Social Security &quot;bridge&quot; payment equal to the amount of the Social
Security benefit at age&nbsp;62, until such time as the Executive attains age&nbsp;62.</p>
<p ALIGN="JUSTIFY">In the event of commencement of Supplemental Benefits between
age&nbsp;62 and age&nbsp;65, the Social Security benefit amount to be used in determining
the Supplemental Benefit payable under this Plan shall be the Social Security
benefit amount payable on the actual date of Retirement.</p>
<p ALIGN="JUSTIFY">A Spouse shall receive a payment of Supplemental Benefits
determined by applying the above benefit formula if, and to the extent that, the
Spouse receives pre-retirement surviving spouse benefits under the Moog Inc.
Employees' Retirement Plan because the Executive died before commencing benefit
payments under the Moog Inc. Employees' Retirement Plan; provided, however, that
if the Executive had not attained age 65 when he died, the Supplemental Benefits
shall be determined as if the Executive attained age 65 on the day before his
death.</p>
<p ALIGN="JUSTIFY">Supplemental Benefits under this Plan, to which a Spouse is
entitled pursuant to the preceding paragraph, shall be paid to a Spouse who
receives pre-retirement surviving spouse benefits from the Moog Inc. Employees'
Retirement Plan before the Participant would have attained age 65; provided,
however, that the Supplemental Benefits payable under this Plan shall be reduced
by the early payment actuarial discount established under the Moog Inc.
Employees' Retirement Plan for the commencement of benefits before age 65.</p>
<b><font FACE="(normal text)">
<p ALIGN="CENTER">ARTICLE IV.</font><u><br>
Time and Form of Benefit Payment</p>
</u></b>
<p ALIGN="JUSTIFY">Any benefit under this Plan shall be paid to the Participant,
or his Spouse, at the same time and in the same form and manner as benefit
payments are made to, or on behalf of, the Participant or Spouse under the Moog
Inc. Employees' Retirement Plan, except as otherwise provided in Article III.</p>
<b><font FACE="(normal text)">
<p ALIGN="CENTER">ARTICLE V.</font><u><br>
Funding</p>
</u></b>
<p ALIGN="JUSTIFY">This Plan shall be maintained as an unfunded Plan which is
not intended to meet the qualification requirements of Section&nbsp;401 of the Code.
All benefits under this Plan shall be payable solely from the general assets of
the Company and a Participant or Spouse shall have only the rights of a general
unsecured creditor of the Company. No benefits under this Plan shall be payable
from the trust fund maintained under or in accordance with the provisions of the
Moog Inc. Employees' Retirement Plan. The Company, however, has established a
grantor trust, to which the Company makes contributions from time to time in
accordance with the terms of the Trust Agreement.</p>
<b><font FACE="(normal text)">
<p ALIGN="CENTER">ARTICLE VI.</font><u><br>
Effective Date</p>
</u></b>
<p ALIGN="JUSTIFY">The Effective Date of this Plan shall be October&nbsp;1, 1978. The
Effective Date of the amendment and restatement of this Plan shall be November
29, 2001, and the amended and restated terms of the Plan shall apply to only
Participants employed by the Company on or after the Effective Date of the
amendment and restatement.</p>
<b><font FACE="(normal text)">
<p ALIGN="CENTER">ARTICLE VII.</font><u><br>
Agreement Not to Compete</p>
</u></b>
<p ALIGN="JUSTIFY">Payment of benefits under this Plan is contingent upon the
Participant's agreement not to directly or indirectly engage in or compete with
the business of the Company, either as owner, partner or employee for a period
of the later to occur of the expiration of three years after Retirement or the
attainment of 65&nbsp;years of age. In the event a Participant shall compete with the
business of the Company, payment of benefits under this Plan shall be suspended
so long as such Participant engages in activity deemed to be in competition with
the business of the Company. Notwithstanding the foregoing, this Article VII
shall not apply to a Participant after the Participant's Involuntary Termination
of Employment by virtue of a Change of Control.</p>
<b><font FACE="(normal text)">
<p ALIGN="CENTER">ARTICLE VIII.</font><u><br>
Benefits Upon Certain Terminations or Change of Control</p>
</u></b>
<p ALIGN="JUSTIFY">The provisions of this Article&nbsp;VIII shall apply only where
there has been an Involuntary Termination of Employment or a Change of Control.</p>
<p ALIGN="JUSTIFY">Upon an Involuntary Termination of Employment, other than by
virtue of a Change of Control, a Participant who would be eligible to receive
benefits under this Plan if he was then age&nbsp;65 or more, shall be vested in his
benefits under this Plan upon such Involuntary Termination of Employment and,
upon attainment of age&nbsp;65, shall receive such benefits determined as follows:
the benefit payable at age&nbsp;65 shall be determined under Article&nbsp;III using the
Executive's Compensation paid prior to such Involuntary Termination of
Employment, instead of Compensation paid prior to Retirement, subject to further
adjustment by reducing the combined benefit target of Article&nbsp;III by one percent
for each year of the Participant's age under 65 at the time of such Involuntary
Termination of Employment. For example, a Participant age&nbsp;45 at the time of such
Involuntary Termination of Employment, with 15&nbsp;Years of Service to the Company,
upon attaining age&nbsp;65, would have a combined benefit target of 44&nbsp;percent
(55&nbsp;percent - (55&nbsp;percent&nbsp;x 20&nbsp;percent) &nbsp;=&nbsp; 44&nbsp;percent) instead of the
combined benefit target of 55&nbsp;percent that would be payable if the Participant
were then 65&nbsp;years of age with 15&nbsp;Years of Service.</p>
<p ALIGN="JUSTIFY">Upon a Change of Control, a Participant who would be eligible
to receive benefits under this Plan if he was then age&nbsp;65 or more, shall be
vested in his benefits under this Plan upon such Change of Control and, upon
attainment of age&nbsp;65, shall receive such benefits determined as follows: the
benefit payable at age&nbsp;65 shall be determined under Article&nbsp;III using the
greater of the Compensation paid to the Executive prior to such Change of
Control or the Compensation paid to the Executive prior to Retirement.</p>
<b><font FACE="(normal text)">
<p ALIGN="CENTER">ARTICLE IX.</font><u><br>
Miscellaneous</p>
</u></b><u>
<p ALIGN="JUSTIFY">Social Security</u>: Any increases in Social Security
benefits payable to a Participant after Retirement shall not be considered in
determining any benefits payable under this Plan.</p>
<u>
<p ALIGN="JUSTIFY">Nonassignability</u>: No benefit under this Plan shall be
assigned or alienated, or be subjected by attachment or otherwise to the claims
of creditors of any Participant or Spouse.</p>
<u>
<p ALIGN="JUSTIFY">Nonguarantee of Employment</u>: This Plan shall not be
construed as giving any Participant the right to be retained in the employment
of the Company.</p>
<u>
<p ALIGN="JUSTIFY">Death Benefits</u>: Except as provided in Article III (with
respect to the payment of benefits under this Plan to a Spouse because
pre-retirement surviving spouse benefits are payable under the Moog Inc.
Employees' Retirement Plan) or Article IV (with respect to the payment of
benefits under this Plan to a Spouse because of the form and manner of benefit
payments elected by the Participant under the Moog Inc. Employees' Retirement
Plan), there shall be no death benefit payable under this Plan.</p>
<u>
<p ALIGN="JUSTIFY">Deferred Retirement</u>: In the event that a Participant
elects a deferred Retirement date after age&nbsp;65, the amount of benefit payable
under this Plan at Retirement shall not be adjusted other than as provided by
the benefit formulas in Article&nbsp;III.</p>
<u>
<p ALIGN="JUSTIFY">Attorney's Fees</u>: In the event that any dispute or
difference arising under or in connection with this Plan results in arbitration
or litigation, Company shall reimburse Executive for all reasonable Attorney's
Fees and expenses if Executive prevails in such proceeding.</p>

</body>

</html>

</TEXT>
</DOCUMENT>
