WOODWARD GOVERNOR CO
EXHIBIT 10.E
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<TYPE>EX-10.E
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<FILENAME>a2095170zex-10_e.txt
<DESCRIPTION>EXHIBIT 10.E
<TEXT>
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EXHIBIT 10(e)
WOODWARD GOVERNOR COMPANY
EXECUTIVE BENEFIT PLAN



                            WOODWARD GOVERNOR COMPANY
                             EXECUTIVE BENEFIT PLAN

                            EFFECTIVE JANUARY 1, 2001
         (CONFORMED TO INCLUDE THE FIRST, SECOND, AND THIRD AMENDMENTS)

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                            WOODWARD GOVERNOR COMPANY
                             EXECUTIVE BENEFIT PLAN

I.     PURPOSE AND EFFECTIVE DATE.

       1.1.   PURPOSE. The Woodward Governor Company Executive Benefit Plan
              ("the Plan") has been established by Woodward Governor Company to
              attract and retain certain key members by:

              (a)    providing a tax-deferred capital accumulation vehicle to
                     supplement such members' individual retirement
                     contributions, thereby encouraging savings for retirement,
                     and

              (b)    supplementing such members' retirement income, available
                     under the Woodward Governor Company Retirement Income Plan
                     (the "RIP") and the Woodward Governor Company Member
                     Investment and Stock Ownership Plan (the "MISOP"), which is
                     otherwise limited pursuant to the rules and regulations of
                     the Internal Revenue Code of 1986, as amended.

       1.2.   EFFECTIVE DATE. The Plan shall be effective January 1, 2001 and
              shall remain in effect until terminated in accordance with Article
              X.

       1.3.   CONTINUATION AND COMBINATION OF TWO PRIOR PLANS. The Plan is
              intended to be:

              (a)    an amendment, restatement and continuation of the Woodward
                     Governor Company Amended and Restated Unfunded Deferred
                     Compensation Plan No.1 (the "DC Plan No. 1"),

              (b)    an amendment, restatement and continuation of the Woodward
                     Governor Company Unfunded Deferred Compensation Plan No. 2
                     (the "DC Plan No. 2), and

              (c)    the merger and combination of the DC Plan No. 1 and the DC
                     Plan No. 2 into this single plan for ease in the Company's
                     administration.

II.    DEFINITIONS

       When used in the Plan and initially capitalized, the following words and
       phrases shall have the meanings indicated:

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       2.1.   "ACCOUNT" means the recordkeeping account established for each
              Participant in the Plan for purposes of accounting for the amount
              of the Participant's:

              (a)    Deferral Contribution Amounts deferred and credited in
                     accordance with Article IV each year, if any,

              (b)    Supplemental Benefit Amounts determined and credited in
                     accordance with Article V each year, if any, and

              (c)    account balance, if any, under the prior DC Plan No. 1
                     and/or prior DC Plan No. 2 on the day immediately preceding
                     the effective date of this Plan,

              all adjusted periodically to reflect the hypothetical investment
              return on such amounts in accordance with Article VI.

       2.2.   "ADMINISTRATOR" means the Compensation Committee or such other
              individual or committee appointed and delegated by the Board to
              administer the Plan in accordance with Article IX. To the extent
              so delegated, the term "Administrator" hereunder shall be deemed
              to refer to such individual or committee. The Compensation
              Committee shall take such actions it deems necessary or desirable
              to ensure that such individual or committee has sufficient and
              appropriate authority for carrying out the intent and purpose of
              the Plan.

       2.3.   "AFFILIATE" means:

              (a)    any corporation, partnership, joint venture, trust,
                     association or other business enterprise which is a member
                     of the same controlled group of corporations, trades or
                     businesses as the Company within the meaning of Code
                     Section 414, and

              (b)    any other entity that is designated as an Affiliate by the
                     Board.

       2.4.   "BASE SALARY" means a Participant's base salary in effect for a
              given year as reflected in the personnel records of the Company.

       2.5.   "BENEFICIARY" means the person or entity designated by the
              Participant to receive the Participant's Plan benefits in the
              event of the Participant's death. If the Participant does not
              designate a Beneficiary, or if the Participant's designated
              Beneficiary predeceases the Participant, the

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              Participant's estate shall be the Beneficiary under the Plan.

       2.6.   "BOARD" means the Board of Directors of the Company.

       2.7.   "BONUS" means any incentive compensation awarded to a Participant
              for a given year under the Woodward Governor Company Annual
              Incentive Compensation Plan, the Woodward Governor Company
              Long-Term Incentive Compensation Plan, the Woodward Governor
              Company Retention Incentive Agreement for FST Executives, and/or
              any other bonus or incentive compensation plan designated by the
              Administrator from time to time for inclusion within this
              definition for deferral purposes.

       2.8.   "CHANGE IN CONTROL" shall be deemed to have occurred if:

              (a)    any "person" (as defined in Section 13(d) and 14(d) of the
                     Exchange Act) (excluding for this purpose the Company or
                     any subsidiary of the Company, or any employee benefit plan
                     of the Company or any subsidiary of the Company, or any
                     person or entity organized, appointed or established by the
                     Company for or pursuant to the terms of such plan which
                     acquires beneficial ownership of voting securities of the
                     Company) is or becomes the "beneficial owner" (as defined
                     in Rule 13d-3 under the Exchange Act) directly or
                     indirectly of securities of the Company representing
                     fifteen percent (15%) or more of the combined voting power
                     of the Company's then outstanding securities; provided,
                     however, that no Change in Control shall be deemed to have
                     occurred:

                     (i)    as the result of an acquisition of securities of the
                            Company by the Company which, by reducing the number
                            of voting securities outstanding, increases the
                            direct or indirect beneficial ownership interest of
                            any person to fifteen percent (15%) or more of the
                            combined voting power of the Company's then
                            outstanding securities, but any subsequent increase
                            in the direct or indirect beneficial ownership
                            interest of such a person in the Company shall be
                            deemed a Change in Control; or

                     (ii)   as a result of the acquisition directly from the
                            Company of securities of the Company representing
                            less than fifty percent (50%) of the voting power of
                            the Company; or

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                     (iii)  if the Board determines in good faith that a person
                            who has become the beneficial owner directly or
                            indirectly of securities of the Company representing
                            fifteen percent (15%) or more of the combined voting
                            power of the Company's then outstanding securities
                            has inadvertently reached that level of ownership
                            interest, and if such person divests as promptly as
                            practicable a sufficient amount of securities of the
                            Company so that the person no longer has a direct or
                            indirect beneficial ownership interest in fifteen
                            percent (15%) or more of the combined voting power
                            of the Company's then outstanding securities; or

              (b)    during any period of two (2) consecutive years (not
                     including any period prior to the effective date (as set
                     forth in Section 1.2 above) of the Plan), individuals who
                     at the beginning of such two-year period constitute the
                     Board and any new director or directors (except for any
                     director designated by a person who has entered into an
                     agreement with the Company to effect a transaction
                     described in subparagraph (a) above or subparagraph (c)
                     below) whose election by the Board or nomination for
                     election by the Company's shareholders was approved by a
                     vote or at least two-thirds of the directors then still in
                     office who either were directors at the beginning of the
                     period or whose election or nomination for election was
                     previously so approved, cease for any reason to constitute
                     at least a majority of the Board (such individuals and any
                     such new directors being referred to as the "Incumbent
                     Board"); or

              (c)    approval by the shareholders of the Company of a complete
                     liquidation or dissolution of the Company; or

              (d)    consummation of:

                     (i)    an agreement for the sale or disposition of the
                            Company or all or substantially all of the Company's
                            assets,

                     (ii)   a plan of merger or consolidation of the Company
                            with any other corporation, or

                     (iii)  a similar transaction or series of transactions
                            involving the Company (any transaction described in
                            subparagraphs (i) and (ii) or this paragraph (d)
                            being referred to as a "Business

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                            Combination"), in each case unless after such a
                            Business Combination:

                            (a)  the shareholders of the Company immediately
                                 prior to the Business Combination continue to
                                 own, directly or indirectly, more than
                                 fifty-one percent (51%) of the combined voting
                                 power of the then outstanding voting securities
                                 entitled to vote generally in the election of
                                 directors of the new (or continued) entity
                                 (including, but not by way of limitation, an
                                 entity which as a result of such transaction
                                 owns the Company or all or substantially all of
                                 the Company's former assets either directly or
                                 through one or more subsidiaries) immediately
                                 after such Business Combination, in
                                 substantially the same proportion as their
                                 ownership in the Company immediately prior to
                                 such Business Combination, and

                            (b)  at least a majority of the members of the board
                                 of directors of the entity resulting from such
                                 Business Combination were members of the
                                 Incumbent Board at the time of the execution of
                                 the initial agreement, or of the action of the
                                 Board, providing for such Business Combination.

       2.9.   "CODE" means the Internal Revenue Code of 1986, as amended.

       2.10.  "COMPANY" means Woodward Governor Company and any successor
              thereto.

       2.11.  "DEFERRAL CONTRIBUTION AMOUNTS" means the amounts of Base Salary
              and Bonus deferred by a Participant, if any, and credited to his
              or her Account in accordance with Article IV but such amounts
              specifically and expressly do not include any Prior Account
              Balance of such Participant.

       2.12.  "DEFERRAL ELECTION" means the written election made by an Eligible
              Member to defer such Eligible Member's Base Salary and/or Bonus
              for any given year in accordance with Article IV.

       2.13.  "DISABILITY" means Disability as defined in the Woodward Governor
              Company Long-Term Disability Plan.

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       2.14.  "DISTRIBUTION ELECTION" means the written election made by a
              Participant regarding the form of payment distribution of his or
              her Account in accordance with Article VII.

       2.15.  "EARLY RETIREMENT DATE" means the date on which any Plan
              Participant retires from active employment with the Company or any
              Affiliate on or after he has attained age 55 but before he has
              attained age 65.

       2.16.  "ELECTION PERIOD" means the period specified by the Administrator
              during which a Deferral Election may be made with respect to a
              Participant's Base Salary and/or Bonus payable for a Plan Year.

       2.17.  "ELIGIBLE MEMBER" means a member of the Company or an Affiliate
              who has been selected by the Administrator to participate in the
              Plan in accordance with Article III.

       2.18.  "EXCHANGE ACT" means the Securities and Exchange Act of 1934.

       2.19.  "FICA" means the employment tax imposed on a member's income under
              the Federal Insurance Contributions Act (Chapter 21 of the Code)
              which is comprised of Old-Age, Survivors and Disability Insurance
              and Hospital Insurance

       2.20.  "INVESTMENT FUND OR FUNDS" means the investment funds designated
              by the Administrator as the basis for determining the hypothetical
              investment return to be credited in accordance with Article VI to
              Participants' Accounts. Initially, the Investment Funds shall
              mirror the available investment funds under the MISOP, as set
              forth on the attached Exhibit A. Thereafter, the Administrator may
              change the Investment Funds at such times as it deems appropriate.

       2.21.  "NORMAL RETIREMENT DATE" means the date on which any Plan
              Participant retires from active employment with the Company or any
              Affiliate on or after he has attained age 65.

       2.22.  "PARTICIPANT" means an Eligible Member who has:

              (a)    been notified by the Administrator of his eligibility to
                     participate in the Plan, and

              (b)    either:

                     (i)    completed and submitted a Deferral Election in
                            accordance with Section 4.2, or

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                     (ii)   had credited to his Account, by the Company,
                            Supplemental Benefit Amounts in accordance with
                            Article V, or

                     (iii)  had an account balance under the prior DC Plan No. 1
                            and/or the prior DC Plan No. 2 on the day
                            immediately preceding the effective date of this
                            Plan.

       2.23.  "PLAN" means the Woodward Governor Company Executive Benefits
              Plan, as amended from time to time.

       2.24.  "PLAN YEAR" means the 12 consecutive month period beginning each
              January 1.

       2.25.  "PRIOR ACCOUNT BALANCE" means an Eligible Member's account
              balance(s), if any, under the prior DC Plan No. 1 and/or prior DC
              Plan No. 2 which were transferred to this Plan by the Company and
              credited to his Account pursuant to Section 3.1(B)(3).

       2.26.  "RETIREMENT" means termination of employment by a Participant by
              reason of retiring from active employment with the Company or any
              Affiliate on his Early Retirement Date or Normal Retirement Date.

       2.27.  "SUPPLEMENTAL BENEFIT AMOUNTS" means the amounts computed on
              behalf of the Participant, if any, and credited to his or her
              Account in accordance with Article V which represents the sum of
              the Participant's Supplemental MISOP Amounts and Supplemental RIP
              Amounts.

       2.28.  "SUPPLEMENTAL MISOP AMOUNT" means that portion of the Supplemental
              Benefit Amounts computed under Section 5.1(b) of the Plan
              specifically pertaining to the MISOP and credited to the
              Participant's Account in accordance with Article V.

       2.29.  "SUPPLEMENTAL RIP AMOUNT" means that portion of the Supplemental
              Benefit Amounts computed under Section 5.1(a) of the Plan
              specifically pertaining to the RIP and credited to the
              Participant's Account in accordance with Article V.

       2.30.  "VALUATION DATE" means a date on which the Investment Funds are
              valued and the Participant's Account is adjusted for any resulting
              gains or losses. The Administrator shall determine the Valuation
              Date and such date shall be at least once every calendar year.

III.   PARTICIPATION.

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       3.1.   PARTICIPATION. The Administrator shall select those members
              eligible to participate in the Plan. In selecting Eligible
              Members, the Administrator shall take into consideration such
              factors as it deems relevant in connection with accomplishing the
              purposes of the Plan. An Eligible Member shall become a
              Participant in the Plan when (A) he is notified in writing by the
              Administrator that he is eligible to participate in the Plan, and
              (B) he has either (1) completed and submitted a Deferral Election
              to the Administrator in accordance with Article IV, or (2) had
              credited to his Account, by the Company, Supplemental Benefit
              Amounts in accordance with Article V, or (3) had credited to his
              Account, by the Company, his account balance, if any, under the
              prior DC Plan No. 1 and/or the prior DC Plan No. 2 on the day
              immediately preceding the effective date of this Plan.

       3.2.   ERISA EXEMPTION. It is the intent of the Company that the Plan be
              exempt from Parts 2, 3 and 4 of Subtitle B of Title I of the
              Employee Retirement Income Security Act of 1974, as amended
              ("ERISA"), as an unfunded plan that is maintained by the Company
              primarily for the purpose of providing deferred compensation for a
              select group of management of highly compensated employees (the
              "ERISA Exemption"). Notwithstanding anything to the contrary in
              Section 3.1 or in any other provision of the Plan, the
              Administrator may in its sole discretion exclude any one or more
              members from eligibility to participate or from participation in
              the Plan, may exclude any Participant from continued participation
              in the Plan, and may take any further action (including the
              immediate payment of the Participant's entire interest under the
              Plan in a lump-sum) it considers necessary or appropriate if the
              Administrator reasonably determines in good faith that such
              exclusion or further action is necessary in order for the Plan to
              qualify for, or to continue to qualify for, the ERISA Exemption.

IV.    DEFERRAL CONTRIBUTION AMOUNTS.

       4.1.   PERMISSIBLE DEFERRALS UNDER THE PLAN. An Eligible Member may elect
              to defer:

              (a)    DEFERRAL OF BASE SALARY: up to 50% of his or her Base
                     Salary for a Plan Year, in increments of 1%, provided,
                     however, that any election to defer over 30% of Base Salary
                     must be approved in advance by the Administrator, and

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              (b)    DEFERRAL OF BONUS: up to 100% of his or her Bonus for a
                     Plan Year, in increments of 25%,

              by filing a Deferral Election in accordance with Section 4.2
              below.

       4.2.   DEFERRAL ELECTIONS. A Participant's Deferral Election shall be in
              writing, and shall be filed with the Administrator at such time
              and in such manner as the Administrator shall provide, subject to
              the following:

              (a)    A Deferral Election pertaining to Base Salary and/or Bonus
                     shall be made during the election period established by the
                     Administrator which shall end no later than December 31
                     preceding the first day of the Plan Year in which such Base
                     Salary and/or Bonus would otherwise be payable.

              (b)    At the discretion of the Administrator, a Deferral Election
                     may be made by

                     (i)    newly-hired Eligible Members for the Plan Year in
                            which they commence employment,

                     (ii)   a member who becomes an Eligible Member after the
                            beginning of a Plan Year for the Plan Year in which
                            they become an Eligible Member.

                     Notwithstanding the preceding sentence, such Deferral
                     Elections must be made within thirty (30) days of their
                     date of hire or the date the member becomes an Eligible
                     Member, whichever applies. However, such Deferral Elections
                     shall be prospective and shall apply only to Base Salary
                     and/or Bonus that would otherwise be paid to the Eligible
                     Member after the Deferral Election is made.

              (c)    Deferral Elections shall be expressed as a percentage of
                     Base Salary or Bonus, within the limits provided under the
                     Plan.

              Once made, a Deferral Election for:

                     (A)    Base Salary shall remain in effect for all
                            subsequent Plan Years unless changed or revoked by
                            the Participant in accordance with rules established
                            by the Administrator, and

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                     (B)    Bonus shall remain in effect only for the Plan Year
                            for which such Bonus Deferral Election was made.

              Any such modification or revocation with respect to Base Salary
              shall be effective for the Plan Year following the Plan Year in
              which it is made. Notwithstanding anything to the contrary, any
              revocation for Base Salary and/or Bonus shall become effective as
              soon as practicable in the event it is made because of the
              Participant's Disability or if the Administrator, in its sole
              discretion, determines that the Participant has suffered a severe
              financial hardship or a bona fide administrative mistake was made.
              If a Deferral Election is revoked in accordance with any of the
              foregoing, the Participant may not make a new Deferral Election
              until the election period established by the Administrator for
              making deferrals for the next Plan Year.

       4.3.   CREDITING OF DEFERRAL ELECTIONS. The amount of Base Salary and
              Bonus that a Participant elects to defer under the Plan shall be
              credited by the Company to the Participant's Account as Deferral
              Contribution Amounts as of the date such Base Salary or such Bonus
              would have been paid to the Participant absent the Deferral
              Election.

       4.4.   VESTING. A Participant's Deferral Contribution Amounts for each
              Plan Year shall be fully vested at the time credited to such
              Participant's Account.

       4.5.   DEFERRED CONTRIBUTION AMOUNTS SUBJECT TO FICA AT TIME OF DEFERRAL.
              A Participant's Deferred Contribution Amounts are subject to FICA
              at the time the amounts are contributed to the Plan for deferral.
              The gross amount of the Participant's Base Salary deferral and
              Bonus deferral will be contributed to the Participant's Account
              and the corresponding FICA tax due will be deducted from that
              portion of the Participant's Base Salary or Bonus not deferred, as
              the case may be. Notwithstanding the foregoing, if a Participant
              has elected to defer a percentage of his or her Bonus such that
              contribution of the gross amount of the Bonus deferred would leave
              insufficient funds to remit the applicable FICA tax to the
              government, then the applicable Bonus amount contributed to the
              Participant's Account shall be made net of the smallest amount of
              FICA tax needed to satisfy such liability which cannot be covered
              from the portion of Bonus not deferred.

V.     SUPPLEMENTAL BENEFIT AMOUNTS.

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       5.1.   COMPUTATION OF SUPPLEMENTAL BENEFIT AMOUNTS. An Eligible Member
              designated by the Administrator for participation under the Plan
              shall be entitled to a Supplemental Benefit Amount for each Plan
              Year that he is an Eligible Member which is equal to the sum of:

              (a)    SUPPLEMENTAL BENEFIT RELATING TO THE RIP: the excess, if
                     any, of:

                     (i)    the benefit the Participant otherwise would have
                            been entitled to have credited to a separate account
                            for his benefit under the RIP for a given year if
                            such benefit was calculated without regard to the
                            following:

                            (A)  Code Section 415,

                            (B)  Code Section 401(a)(17), and

                            (C)  any Deferral Election made by the Participant
                                 for such given year under Article IV of this
                                 Plan, OVER

                     (ii)   the accrued benefit which the Participant is
                            entitled to have credited to a separate account for
                            his benefit for such given year under the RIP, PLUS

              (b)    SUPPLEMENTAL BENEFIT RELATING TO THE MISOP: the excess, if
                     any, of:

                     (i)    the benefit the Participant otherwise would have
                            been entitled to have credited to a separate account
                            for his benefit under the MISOP for a given year if
                            such benefit was calculated without regard to the
                            following:

                            (A)  Code Section 415,

                            (B)  Code Section 401(a)(17),

                            (C)  Code Section 401(k)(3),

                            (D)  Code Section 401(m)(2), and

                            (E)  Code Section 402(g), OVER

                     (ii)   the actual benefit which the Participant is entitled
                            to have credited to a separate account

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                            for his benefit for such given year under the MISOP.

       5.2.   VESTING. A Participant's Supplemental Benefit Amounts calculated
              by the Company for each Plan Year shall be fully vested at the
              time credited to such Participant's Account.

       5.3.   CREDITING OF SUPPLEMENTAL BENEFIT AMOUNTS. The Supplemental
              Benefit Amounts computed in Section 5.1 above for each Plan Year
              shall be credited by the Company to the Participant's Account as
              soon as reasonably practicable.

VI.    ACCOUNTS AND INVESTMENTS.

       6.1.   VALUATION OF ACCOUNTS. The Administrator shall establish an
              Account for each Participant who:

              (a)    has filed a Deferral Election to defer Base Salary and/or
                     Bonus, or

              (b)    has been credited with a Supplemental Benefit Amount, or

              (c)    has a Prior Account Balance on the effective date of this
                     Plan.

              Such Account shall be credited with a Participant's Deferral
              Contribution Amounts and Supplemental Benefit Amounts as set forth
              in Sections 4.3 and 5.3, respectively, and with the Participant's
              Prior Account Balance, if any. As of each Valuation Date, the
              Participant's Account shall be adjusted upward or downward to
              reflect:

              (i)    the investment return to be credited as of such Valuation
                     Date pursuant to Section 6.3 below,

              (ii)   the amount of distributions, if any, to be debited as of
                     that Valuation Date under Article VII, and

              (iii)  the amount of forfeitures, if any, to be debited under
                     Section 7.4(a).

       6.2.   HYPOTHETICAL INVESTMENT FUNDS. Each Participant generally may
              direct the manner in which his or her Deferral Contribution
              Amounts, Supplemental MISOP Amounts, if any, and/or Prior Account
              Balance, if any, shall be deemed invested in and among the
              Investment Funds; provided, however, that each investment election
              made by a Participant shall, notwithstanding anything to the
              contrary in the Plan, be strictly subject to the consent of the

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              Administrator which, in its sole discretion, may elect to honor
              the Participant's request or have the Account deemed invested in
              another manner. Such deemed investment election shall be made in
              accordance with such procedures as the Administrator shall
              establish and any such election shall be made in whole
              percentages. The investment authority shall remain at all times
              with the Administrator. The selection of Investment Funds by a
              Participant shall be for the sole purpose of determining the rate
              of return to be credited to his or her Account and shall not be
              treated or interpreted in any manner whatsoever as a requirement
              or direction to actually invest assets in any Investment Fund or
              any other investment media.

       6.3.   CREDITING OF INVESTMENT RETURN. Each Participant's Account shall
              be credited on each Valuation Date with his or her allocable share
              of investment gains or losses of each Investment Fund in which his
              or her Deferral Contribution Amounts, Supplemental MISOP Amounts,
              if any, and/or Prior Account Balance, if any, are hypothetically
              invested. The Administrator shall adopt a protocol for allocating
              the deemed investment gains and losses similar to that used in the
              MISOP. Notwithstanding anything to the contrary, if a Participant
              elects to invest in the hypothetical Investment Fund for Woodward
              Governor Company Common Stock, such Participant's Account shall
              also be credited with any deemed dividends paid during the period
              beginning with the immediately preceding Valuation Date and ending
              with the current Valuation Date.

       6.4.   CHANGING INVESTMENT FUND OPTIONS. Subject to any exceptions set
              forth on Exhibit A, a Participant may, on a daily basis, make a
              new election with respect to the hypothetical Investments Funds in
              which his or her Deferral Contribution Amounts, Supplemental MISOP
              Amounts, if any, and/or Prior Account Balance, if any, shall be
              deemed invested in the future. Any such election shall be made in
              the form specified by the Administrator.

       6.5.   INVESTMENT ALTERNATIVES AFTER DEATH. For periods after the
              Valuation Date coincident with or following a Participant's death
              and pursuant to procedures established by the Administrator, the
              Participant's Account balance pertaining to Deferral Contribution
              Amounts, Supplemental MISOP Amounts, if any, and/or Prior Account
              Balance, if any, shall be reallocated and reinvested among the
              Investment Funds in accordance with the Beneficiary's hypothetical
              investment direction.

VII.   PAYMENT OF BENEFITS.

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       7.1.   DISTRIBUTION AT SPECIFIC FUTURE DATE. At the time an Eligible
              Member is notified by the Administrator of his or her eligibility
              to participate in the Plan, the Eligible Member may elect one or
              more future Valuation Dates as of which all or a portion of his or
              her Deferral Contribution Amounts and earnings thereon shall be
              determined for payment. Any distribution as of a specific future
              date made to an Eligible Member pursuant to his election shall be
              paid in a single lump-sum payment. Any such future date shall be a
              Valuation Date in a specific future year which is at least five
              Plan Years after the Plan Year for which the initial Deferral
              Contribution Amounts were credited to such Participant's Account;
              provided, however, that only one distribution per Plan Year may be
              elected under this Section 7.1; provided, further that, if the
              Participant elects a distribution at one or more specific future
              dates and has a termination of employment prior to any such date,
              distribution shall commence pursuant to Sections 7.2, 7.3, 8.1 or
              8.2, as applicable. A distribution election under this Section 7.1
              may be revoked or extended to a Valuation Date in a future Plan
              Year by filing a one-time revocation or extension election with
              the Administrator at least 12 months prior to the first day of the
              Plan Year in which such distribution was scheduled to take place.
              Notwithstanding the foregoing, any amounts distributable under
              this Section 7.1 shall be paid as soon as practicable following
              such relevant Valuation Date.

       7.2.   DISTRIBUTION UPON RETIREMENT OR DISABILITY. If a Participant
              terminates employment with the Company and/or Affiliates by reason
              of Retirement or Disability, distribution of the Participant's
              Account shall be made by or commence on the Valuation Date
              coincident with or next following such Participant's termination
              of employment. Distribution under this Section 7.2 shall be made:

              (a)    in a lump sum, or

              (b)    in substantially equal annual, quarterly or monthly
                     installments for a period up to but not exceeding 10 years

              as elected by the Participant on his or her Distribution Election.
              A Participant may revoke or change his or her Distribution
              Election under this Section 7.2 by filing a new Distribution
              Election with the Administrator; provided, however, that any
              Distribution Election that has not been on file with the
              Administrator at least 12 months prior to the first day of the
              Plan Year in which the Participant's termination of employment
              occurs shall be void and

                                       14
<Page>

              disregarded. A Participant cannot alter or change his Distribution
              Election once he has begun to receive payments under the Plan.
              Notwithstanding the foregoing, a Participant (or his legal
              representative) whose termination of employment occurs by reason
              of Disability may request that the Administrator distribute the
              Participant's Account in another payment form following such
              termination of employment for Disability or defer distribution of
              the Participant's Account until such Participant is no longer
              eligible for coverage under the Woodward Governor Company
              Long-Term Disability Plan, in which case the Administrator, in its
              sole discretion, shall determine whether to make payment in
              another form or defer such distributions after taking into
              consideration all factors which it deems relevant. If the
              Participant does not have a valid Distribution Election on file
              with the Administrator at the time of Retirement or Disability,
              the Participant's Account shall be paid in a single sum under
              paragraph (a) above.

       7.3.   DISTRIBUTION ON OTHER TERMINATION OF EMPLOYMENT. If a
              Participant's employment with the Company or Affiliates terminates
              for any reason other than Retirement, Disability or death, the
              Participant's Account shall be paid in a lump sum payment as of
              the Valuation Date coincident with or next following such
              termination of employment.

       7.4.   UNSCHEDULED WITHDRAWAL. A Participant may request a withdrawal of
              all or a portion of his or her Deferral Contribution Amounts and
              earnings thereon by filing a Distribution Election with the
              Administrator specifying the amount of the Deferral Contribution
              Amounts to be withdrawn. Payment of such amount, adjusted by the
              amount forfeited as set forth in Subsection (a) below, shall be
              made as of the first Valuation Date administratively practicable
              after such request is received, and shall be subject to the
              following:

              (a)    An amount equal to 10% of the withdrawal requested shall be
                     debited to the Participant's Account and permanently
                     forfeited.

              (b)    Any Deferral Election in effect at the time of such
                     withdrawal shall be void for periods after such withdrawal.

              (c)    The Participant shall not be eligible to file a new
                     Deferral Election until the election period for the Plan
                     Year commencing at least 12 months after such withdrawal.

                                       15
<Page>

       7.5.   UNFORESEEABLE EMERGENCY. Prior to the date otherwise scheduled for
              payment under the Plan, upon showing an unforeseeable emergency, a
              Participant may request that the Administrator accelerate payment
              of all or a portion of his or her Deferral Contribution Amounts
              and earnings thereon in an amount not exceeding the amount
              necessary to meet the unforeseeable emergency. For purposes of the
              Plan, an unforeseeable emergency means an unanticipated emergency
              that is caused by an event beyond the control of the Participant
              and that would result in severe financial or medical hardship to
              the Participant if early withdrawal were not permitted. Severe
              financial or medical hardship shall be deemed to exist in the
              event of the Participant's long and serious illness, impending
              bankruptcy or other similar extraordinary circumstances. The
              determination of an unforeseeable emergency shall be made by the
              Administrator in its sole discretion, based on such information as
              the Administrator shall deem to be necessary and relevant and such
              decision shall be final and binding on all parties.

       7.6.   TIME AND FORM OF ELECTIONS. All Distribution Elections under this
              Article VII shall be made at the time and in the form established
              by the Administrator and shall be subject to such other rules and
              limitations that the Administrator, in its sole discretion, may
              establish.

       7.7.   FORM OF PAYMENT AND WITHHOLDING. All payments under the Plan shall
              be made in cash and are subject to the withholding of all
              applicable federal, state and local and foreign governmental
              taxes; provided, however, any payment under the Plan that is
              attributable to the portion of a Participant's Account deemed
              invested in Company common stock shall be made in whole shares of
              Company common stock, with fractional shares paid in cash.

VIII.  DEATH BENEFITS.

       8.1.   DEATH PRIOR TO COMMENCEMENT OF BENEFITS. If a Participant dies
              prior to commencement of payment of his or her Account, the
              Participant's Beneficiary shall receive a survivor benefit in an
              amount equal to the Participant's Account balance to be paid in a
              single lump sum as soon as practicable following the Participant's
              death.

       8.2.   DEATH AFTER COMMENCEMENT OF BENEFITS. If a Participant terminates
              employment due to Retirement or Disability, and dies prior to the
              time his or her Account balance has been fully distributed, the
              Participant's Beneficiary shall receive the remaining portion of
              the Participant's Account

                                       16
<Page>

              at the regularly-scheduled date of payment for any remaining
              installment payments of the Participant's Account.

       8.3.   ADMINISTRATOR DISCRETION REGARDING FORM. Notwithstanding the
              foregoing provisions of this Article VIII, a Beneficiary may
              request that the Administrator approve an alternate form of
              payment of survivor benefits under this Article VIII which request
              may be granted in the sole discretion of the Administrator.

                                       17
<Page>

IX.    ADMINISTRATION.

       9.1.   AUTHORITY OF ADMINISTRATOR. The Administrator shall have full
              power and authority to carry out the terms of the Plan. The
              Administrator may establish such rules and regulations as it may
              consider necessary or desirable for the effective and efficient
              administration of the Plan. The Administrator's interpretation,
              construction and administration of the Plan, including any
              adjustment of the amount or recipient of the payments to be made,
              shall be binding and conclusive on all persons for all purposes.
              Neither the Company, including its officers, members or directors,
              nor the Administrator or the Board or any member thereof, shall be
              liable to any person for any action taken or omitted in connection
              with the interpretation, construction and administration of the
              Plan.

       9.2.   PARTICIPANT'S DUTY TO FURNISH INFORMATION. Each Participant shall
              furnish to the Administrator such information as it may from time
              to time request for the purpose of the proper administration of
              this Plan.

       9.3.   INTERESTED MEMBER OF ADMINISTRATOR. If a member of the
              Administrator is also a Participant in the Plan, he or she may not
              decide or determine any matter or question concerning his or her
              benefits unless such decision or determination could be made by
              him or her under the Plan if he or she were not a member of the
              Administrator.

       9.4.   INDEMNIFICATION. No person (including any present or former member
              of the Administrator, and any present or former officer or member
              of the Company or any Affiliate) shall be personally liable for
              any act done or omitted to be done in good faith in the
              administration of the Plan. Each present or former officer or
              member of the Company or any Affiliate to whom the Administrator
              has delegated any portion of its responsibilities under the Plan
              and each present or former member of the Administrator shall be
              indemnified and saved harmless by the Company (to the extent not
              indemnified or saved harmless under any liability insurance or
              other indemnification arrangement with respect to the Plan) from
              and against any an all claims of liability to which they are
              subjected by reason of any act done or omitted to be done in good
              faith in connection with the administration of the Plan, including
              all expenses reasonably incurred in their defense if the Company
              fails to provide such defense. No member of the Administrator
              shall be liable for any act or omission of any other member of the
              Administrator, nor for any act or

                                       18
<Page>

              omission upon his own part, excepting his own willful misconduct
              or gross neglect.

       9.5.   CLAIMS PROCEDURE. If a Participant or Beneficiary ("Claimant") is
              denied all or a portion of an expected benefit under this Plan for
              any reason, he or she may file a claim with the Administrator. The
              Administrator shall notify the Claimant within 90 days of
              allowance or denial of the claim, unless the Claimant receives
              written notice from the Administrator prior to the end of the
              90-day period stating that special circumstances require an
              extension (of up to 90 additional days) of the time for decision.
              The notice of the decision shall be in writing, sent by mail to
              Claimant's last known address, and if a denial of the claim, shall
              contain the following information: (a) the specific reasons for
              the denial; (b) specific reference to pertinent provisions of the
              Plan on which the denial is based; and (c) if applicable, a
              description of any additional information or material necessary to
              perfect the claim, an explanation of why such information or
              material is necessary, and an explanation of the claims review
              procedure. A Claimant is entitled to request a review of any
              denial of his or her claim by the Board. The request for review
              must be submitted within 60 days of mailing of notice of the
              denial. Absent a request for review within the 60-day period, the
              claim shall be deemed to be conclusively denied. The Claimant or
              his or her representatives shall be entitled to review all
              pertinent documents, and to submit issues and comments orally and
              in writing. The Board shall render a review decision in writing
              within 60 days after receipt of a request for a review, provided
              that, in special circumstances the Board may extend the time for
              decision by not more than 60 days upon written notice to the
              Claimant. The Claimant shall receive written notice of the Board's
              review decision, together with specific reasons for the decision
              and reference to the pertinent provisions of the Plan.

X.     AMENDMENT AND TERMINATION.

       The Board may amend or terminate the Plan at any time; provided, however,
       that no such amendment or termination shall have a material adverse
       effect on any Participant's rights under the Plan accrued as of the date
       of such amendment or termination without such Participant's written
       consent. Upon termination of the Plan, the Board may cause a lump-sum
       payment of all benefits for all Participants at substantially the same
       time.

XI.    MISCELLANEOUS.

                                       19
<Page>

       11.1.  NO IMPLIED RIGHTS; RIGHTS ON TERMINATION OF SERVICE. Neither the
              establishment of the Plan nor any amendment thereof shall be
              construed as giving any Participant, Beneficiary or any other
              person, individually or as a member of a group, any legal or
              equitable right unless such right shall be specifically provided
              for in the Plan or conferred by specific action of the Board or
              the Administrator in accordance with the terms and provisions of
              the Plan. Except as expressly provided in this Plan, neither the
              Company nor any of its Affiliates shall be required or be liable
              to make any payment under the Plan.

       11.2.  NO EMPLOYMENT RIGHTS. Nothing herein shall constitute a contract
              of employment or of continuing service or in any manner obligate
              the Company or any Affiliate to continue the services of any
              Participant, or obligate any Participant to continue in the
              service of the Company or Affiliates, or as a limitation of the
              right of the Company or Affiliates to discharge any of their
              members, with or without cause.

       11.3.  NATURE OF THE PLAN.

              (a)    UNFUNDED PLAN. Nothing herein contained shall require or be
                     deemed to require the Company to segregate, earmark or
                     otherwise set aside any funds or other assets to provide
                     for any payments made hereunder. Benefits hereunder shall
                     be paid from assets which shall continue, for all purposes,
                     to be part of the general, unrestricted assets of the
                     Company and its Affiliates. The obligations of the Company
                     hereunder shall be an unfunded and unsecured promise to pay
                     money in the future. However, the Company may establish one
                     or more trusts to assist in meeting its obligations under
                     the Plan, the assets of which shall be subject to the
                     claims of the Company's general creditors. No current or
                     former Participant, Beneficiary or other person,
                     individually or as a member of a group, shall have any
                     right, title or interest in any account, fund, grantor
                     trust, or any asset that may be acquired by the Company in
                     respect of its obligations under the Plan (other than as a
                     general creditor of the Company with an unsecured claim
                     against its general assets).

              (b)    EXCEPTION FOR CHANGE IN CONTROL. Notwithstanding the
                     provisions of paragraph (a) of this Section 11.3, the
                     Company shall create a rabbi trust to hold funds to be used
                     in payment of the obligations of the Company under the
                     Plan, which trust shall not be funded except

                                       20
<Page>

                     as provided in the following sentence. In the event of a
                     Change in Control (or prior thereto in the sole discretion
                     of the Company), the Company shall fund such trust in an
                     amount equal to not less than the total value of the
                     Participants' Accounts under the Plan as of the Valuation
                     Date immediately preceding the Change in Control, provided
                     that any funds contained therein shall remain subject to
                     the claims of the Company's general creditors. In addition,
                     upon a Change in Control, the trust by its terms shall
                     become irrevocable.

       11.4.  NONTRANSFERABILITY. Prior to payment thereof, no benefit under the
              Plan shall be assignable or subject to any manner of alienation,
              sale, transfer, claims of creditors, pledge, attachment or
              encumbrances of any kind, except pursuant to a domestic relations
              order awarding benefits to an "alternate payee" (within the
              meaning of Code Section 414(p)(8)) that the Administrator
              determines satisfies the criteria set forth in paragraphs (1), (2)
              and (3) of Code Section 414(p) (a "DRO"). Notwithstanding any
              provision of the Plan to the contrary, the Plan benefits awarded
              to an alternate payee under a DRO shall be paid in a single lump
              sum to the alternate payee on the Valuation Date as soon as
              administratively practicable following the date the Administrator
              determines the order is a DRO, and such amounts, as adjusted for
              earnings, gains and losses, will be deducted from the
              Participant's Account as of such Valuation Date.

       11.5.  SUCCESSORS AND ASSIGNS. The rights, privileges, benefits and
              obligations under the Plan are intended to be, and shall be
              treated as legal obligations of and binding upon the Company, its
              successors and assigns, including successors by merger,
              consolidation, reorganization or otherwise.

       11.6.  PAYMENT WITH RESPECT TO INCAPACITATED PERSONS. Any amounts payable
              hereunder to any person who is a minor or under a legal
              disability, as determined under applicable state law, or who is
              unable to manage properly his or her financial affairs may be paid
              (a) to the legal representative of such person, (b) to anyone
              acting as the person's agent under a durable power of attorney,
              (c) to an adult relative or friend of the person or (d) to anyone
              with whom the person is residing. Any payment of a benefit made in
              accordance with the provisions of this section shall be a complete
              discharge of any liability for the making of such payment under
              the Plan. The Administrator's reliance on the written power of
              attorney or other instrument of agency

                                       21
<Page>

              governing a relationship between the person entitled to benefit
              the person to whom the Administrator directs payment of the
              benefit shall be fully protected at least to the same extent as
              though the Administrator had dealt directly with the person
              entitled to the benefit as a fully competent person. In the
              absence of actual knowledge to the contrary, the Administrator may
              assume that the instrument of agency was validly executed, that
              the person was competent at the time of execution and that at the
              time of reliance, the agency had not been terminated or amended.

       11.7.  ARBITRATION. Any controversy or claim arising out of or relating
              to this Plan, or breach hereof, shall be settled by arbitration in
              the City of Chicago in accordance with the laws of the State of
              Illinois with an arbitrator appointed by the Company. The
              arbitration shall be conducted in accordance with the rules of the
              American Arbitration Association, except with respect to the
              selection of an arbitrator. The arbitrator's determination shall
              be final and binding upon all parties and judgment upon the award
              rendered by the arbitrator may be entered in any court having
              jurisdiction thereof.

       11.8.  GENDER AND NUMBER. Except when otherwise indicated by the context,
              words in the masculine gender shall include the feminine and
              neuter genders, the plural shall include the singular, and the
              singular shall include the plural.

       11.9.  HEADINGS. The headings of the various Articles and Sections in the
              Plan are solely for convenience and shall not be relied upon in
              construing any provisions hereof. Any reference to a Section shall
              refer to a Section of the Plan unless specified otherwise.

       11.10. SEVERABILITY. Whenever possible, each provision of the Plan shall
              be interpreted in such manner as to be effective and valid under
              applicable law, but it any provision of the Plan is held to be
              invalid, illegal or unenforceable in any respect under any
              applicable law or rule in any jurisdiction, such invalidity,
              illegality or unenforceability shall not affect any other
              provision or any other jurisdiction, and the Plan shall be
              reformed, construed and enforced in such jurisdiction so as to
              best give effect to the intent of the Company under the Plan.

       11.11. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. Any benefit paid or
              payable under this Plan shall not be included in a Participant's
              compensation for purposes of computing benefits under any employee
              benefit plan maintained or contributed by the Company or any
              Affiliate except as may

                                       22
<Page>

              otherwise be required under the specific terms of such employee
              benefit plan.

       11.12. NON-U.S. PARTICIPANTS. With respect to any Affiliate which employs
              Participants who reside outside the United States, and
              notwithstanding anything herein to the contrary, the Administrator
              may, in its sole discretion, amend the terms of the Plan in order
              to conform such terms with the requirements of local law or to
              meet the objectives of the Plan, and may, where appropriate,
              establish one or more sub-plans to reflect such amended
              provisions.

       11.13. APPLICABLE LAW. This Plan is established under and will be
              construed according to the laws of the State of Illinois, to the
              extent not preempted by the laws of the United States.

       11.14. CHANGES IN LAW AFFECTING TAXABILITY.

              (a)  OPERATION. This Section 11.14 shall become operative upon
              the enactment of any change in applicable statutory law or the
              promulgation by the Internal Revenue Service of a final regulation
              or other pronouncement having the force of law, which statutory
              law, as changed, or final regulation or pronouncement, as
              promulgated, would cause any Participant to include in his or her
              federal gross income amounts accrued by the Participant under the
              Plan on a date (an "Early Taxation Event") prior to the date on
              which such amounts are made available to him or her hereunder.

              (b)  AFFECTED RIGHT OR FEATURE NULLIFIED. Notwithstanding any
              other provision of the Plan to the contrary, but subject to
              subsection (c), below, as of an Early Taxation Event, the feature
              or features of this Plan that would cause the Early Taxation Event
              shall be null and void, to the extent, and only to the extent,
              required to prevent the Participant from being required to include
              in his or her federal gross income amounts accrued by the
              Participant under the Plan prior to the date on which such amounts
              are made available to him or her hereunder. If only a portion of a
              Participant's Account is impacted by the change in the law, then
              only such portion shall be subject to this Section, with the
              remainder of the Account not so affected being subject to such
              rights and features as if the law were not changed. If the law
              only impacts Participants who have a certain status with respect
              to the Company, then only such Participants shall be subject to
              this Section 11.14.

                                       23
<Page>

              (c)  TAX DISTRIBUTION. If an Early Taxation Event is earlier
              than the date on which the statute, regulation or pronouncement
              giving rise to the Early Taxation Event is enacted or promulgated,
              as applicable (i.e., if the change in the law is retroactive),
              there shall be distributed to each Participant, as soon as
              practicable following such date of enactment or promulgation, the
              amounts that became taxable on the Early Taxation Event."
                                     *  *  *

       IN WITNESS WHEREOF, the undersigned has caused this Plan to be executed
this ______ day of _________________, 2000.

                                            WOODWARD GOVERNOR COMPANY


                                            By:
                                               --------------------------------

                                       24
<Page>

                                                                 EXHIBIT A( TC )

                                INVESTMENT FUNDS
                                      UNDER
           THE WOODWARD GOVERNOR COMPANY EXECUTIVE BENEFIT PLAN( TC )

          The Investment Funds designated by the Administrator, in its sole
discretion and from time to time, as the basis for determining the hypothetical
investment return to be credited to Participants' Accounts in accordance with
Article VI of the Woodward Governor Company Executive Benefit Plan (the "Plan"),
if applicable, are currently as follows:

     1.   Vanguard Treasury Money Market Fund,
     2.   Vanguard Short-Term Corporate Fund,
     3.   Vanguard Total Bond Market Index Fund,
     4.   Vanguard Wellington Fund,
     5.   Vanguard 500 Index Fund,
     6.   Vanguard Windsor II Fund,
     7.   Vanguard U.S. Growth Fund,
     8.   Vanguard International Growth Fund,
     9.   Vanguard Explorer Fund, and
     10.  Woodward Governor Company Common Stock, but only if the Participant's
          investment election for this Investment Fund is approved in advance
          for such Participant by the Board of Directors of Woodward Governor
          Company (the "Board"). Notwithstanding any provision of the Plan or
          this Exhibit A to the contrary, if a Participant is granted permission
          to elect this Investment Fund, such Participant may only revoke such
          Investment Fund election with the prior approval of the Board. Any
          such revocation shall only be effective with respect to future
          deferrals and credits. Any portion of the Participant's Account deemed
          invested in the Company's Common Stock shall continue to be deemed to
          be invested in Common Stock and may not be transferred to any other
          hypothetical Investment Fund. The applicable value of the common stock
          as of any Valuation Date shall be equal to the closing price of such
          common stock on NASDAQ quoted by the Wall Street Journal for the
          applicable Valuation Date. The Participant's Account shall also be
          credited with deemed dividends, if any, on such common stock.

                                       25
<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                             PAGE
<S>                                                                                           <C>
I.       PURPOSE AND EFFECTIVE DATE............................................................1
     1.1.     Purpose..........................................................................1
     1.2.     Effective Date...................................................................1
     1.3.     Continuation and Combination of Two Prior Plan...................................1
II.      DEFINITIONS...........................................................................1
     2.1.     "Account"........................................................................1
     2.2.     "Administrator"..................................................................2
     2.3.     "Affiliate"......................................................................2
     2.4.     "Base Salary"....................................................................2
     2.5.     "Beneficiary"....................................................................2
     2.6.     "Board"..........................................................................2
     2.7.     "Bonus"..........................................................................2
     2.8.     "Change in Control"..............................................................2
     2.9.     "Code"...........................................................................4
     2.10.    "Company"........................................................................4
     2.11.    "Deferral Contribution Amounts"..................................................5
     2.12.    "Deferral Election"..............................................................5
     2.13.    "Disability".....................................................................5
     2.14.    "Distribution Election"..........................................................5
     2.15.    "Early Retirement Date"..........................................................5
     2.16.    "Election Period"................................................................5
     2.17.    "Eligible Member"................................................................5
     2.18.    "Exchange Act"...................................................................5
     2.19.    "FICA"...........................................................................5
     2.20.    "Investment Fund or Funds".......................................................5
     2.21.    "Normal Retirement Date".........................................................5
     2.22.    "Participant"....................................................................5
     2.23.    "Plan"...........................................................................6
     2.24.    "Plan Year"......................................................................6
     2.25.    "Prior Account Balance"..........................................................6
     2.26.    "Retirement".....................................................................6
     2.27.    "Supplemental Benefit Amounts"...................................................6
     2.28.    "Supplemental MISOP Amount"......................................................6
     2.29.    "Supplemental RIP Amount"........................................................6
     2.30.    "Valuation Date".................................................................6
III.     PARTICIPATION.........................................................................7
     3.1.     Participation....................................................................7
     3.2.     ERISA Exemption..................................................................7
IV.      DEFERRAL CONTRIBUTION AMOUNTS.........................................................7
     4.1.     Permissible Deferrals under the Plan.............................................7
     4.2.     Deferral Elections...............................................................8
     4.3.     Crediting of Deferral Elections..................................................9
     4.4.     Vesting..........................................................................9
     4.5.     Deferred Contribution Amounts Subject to FICA at Time of Deferral................9
V.       SUPPLEMENTAL BENEFIT AMOUNTS..........................................................9
     5.1.     Computation of Supplemental Benefit Amounts......................................9
     5.2.     Vesting.........................................................................10
</Table>

                                       -i-
<Page>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<Table>
<Caption>
                                                                                             PAGE
<S>                                                                                           <C>
     5.3.     Crediting of Supplemental Benefit Amounts.......................................10
VI.      ACCOUNTS AND INVESTMENTS.............................................................10
     6.1.     Valuation of Accounts...........................................................10
     6.2.     Hypothetical Investment Funds...................................................11
     6.3.     Crediting of Investment Return..................................................11
     6.4.     Changing Investment Fund Options................................................11
     6.5.     Investment Alternatives After Death.............................................12
VII.     PAYMENT OF BENEFITS..................................................................12
     7.1.     Distribution at Specific Future Date............................................12
     7.2.     Distribution Upon Retirement or Disability......................................12
     7.3.     Distribution On Other Termination of Employment.................................13
     7.4.     Unscheduled Withdrawal..........................................................13
     7.5.     Unforeseeable Emergency.........................................................13
     7.6.     Time and Form of Elections......................................................14
     7.7.     Form of Payment and Withholding.................................................14
VIII.    DEATH BENEFITS.......................................................................14
     8.1.     Death Prior to Commencement of Benefits.........................................14
     8.2.     Death After Commencement of Benefits............................................14
     8.3.     Administrator Discretion Regarding Form.........................................14
IX.      ADMINISTRATION.......................................................................15
     9.1.     Authority of Administrator......................................................15
     9.2.     Participant's Duty to Furnish Information.......................................15
     9.3.     Interested Member of Administrator..............................................15
     9.4.     Indemnification.................................................................15
     9.5.     Claims Procedure................................................................15
X.       AMENDMENT AND TERMINATION............................................................16
XI.      MISCELLANEOUS........................................................................16
     11.1.    No Implied Rights; Rights on Termination of Service.............................16
     11.2.    No Employment Rights............................................................16
     11.3.    Nature of the Plan..............................................................17
     11.4.    Nontransferability..............................................................17
     11.5.    Successors and Assigns..........................................................17
     11.6.    Payment with Respect to Incapacitated Persons...................................18
     11.7.    Arbitration.....................................................................18
     11.8.    Gender and Number...............................................................18
     11.9.    Headings........................................................................18
     11.10.   Severability....................................................................18
     11.11.   Effect on Other Employee Benefit Plans..........................................19
     11.12.   Non-U.S. Participants...........................................................19
     11.13.   Applicable Law..................................................................19
Exhibit A.....................................................................................20
              INVESTMENT FUNDS UNDER THE WOODWARD GOVERNOR COMPANY EXECUTIVE BENEFIT PLAN.....20
</Table>

                                      -ii-

</TEXT>
</DOCUMENT>
