NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Moog Inc. will be held in the Auditorium of the Albright-Knox Art Gallery, 1285 Elmwood Avenue, Buffalo, New York, on Wednesday, January 13, 2010,11, 2012, at 9:15 a.m., for the following purposes:

The Board of Directors has fixed the close of business on December 3, 2009November 30, 2011 as the record date for determining which shareholders shall be entitled to notice of and to vote at such meeting.

SHAREHOLDERS WHO WILL BE UNABLE TO BE PRESENT PERSONALLY MAY ATTEND THE MEETING BY PROXY. SHAREHOLDERS WHO WILL VOTE BY PROXY ARE REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY OR USE THE INTERNET OR TELEPHONE VOTING OPTIONS AS DESCRIBED ON THE PROXY CARD. THE PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 13, 2010:

This proxy statement is available athttp://www.moog.com/Home/Investors/Proxies and the enclosed 20092011 Annual Report to Shareholders is available athttp://www.moog.com/Home/Investors/Annual Report.

This Proxy Statement is furnished to shareholders of record on December 3, 2009November 30, 2011 by the Board of Directors of Moog Inc. (the “Company”), in connection with the solicitation of proxies for use at the Annual Meeting of Shareholders on Wednesday, January 13, 2010,11, 2012, at 9:15 a.m., and at any adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement and accompanying proxy will be mailed to shareholders on or about December 15, 2009.

If the enclosed form of proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the instructions thereon. Unless otherwise specified, the proxy will be deemed to confer authority to vote the shares represented by the proxy “FOR” Proposal 1,in accordance with the electionrecommendations of directors and “FOR” Proposal 2, the ratificationBoard of Ernst & Young LLP as independent auditors for the 2010 fiscal year.

Any proxy given pursuant to this solicitation may be revoked by the person giving it insofar as it has not been exercised. Any revocation may be made in person at the meeting, or by submitting a proxy bearing a date subsequent to that on the proxy to be revoked, or by written notification to the Secretary of the Company.

The Board of Directors has fixed the close of business on December 3, 2009November 30, 2011 as the record date for determining the holders of common stock entitled to notice of and to vote at the meeting. On December 3, 2009,November 30, 2011, the Company had outstanding and entitled to vote, a total of 41,213,81741,203,483 shares of Class A common stock (“Class A shares”) and 4,502,3694,429,905 shares of Class B common stock (“Class B shares”). Holders of a majority of each of the Class A and Class B shares issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at the meeting.

Holders of Class A shares are entitled to elect at least 25% of the Board of Directors, rounded up to the nearest whole number, so long as the number of outstanding Class A shares is at least 10% of the number of outstanding shares of both classes of common stock. Currently, the holders of Class A shares are entitled, as a class, to elect three directors of the Company, and the holders of the Class B shares are entitled, as a class, to elect the remaining eight directors. Other than on matters relating to the election of directors or as required by law, where the holders of Class A shares and Class B shares vote as separate classes, the record holder of each outstanding Class A share is entitled to a one-tenth vote per share, and the record holder of each outstanding Class B share is entitled to one vote per share on all matters to be brought before the meeting.

The Class A directordirectors and the Class B directors will be elected by a plurality of the votes cast by the respective class. The ratification of the auditors, the non-binding advisory vote on executive compensation and other matters submitted to the meeting that would not require a separate class vote by law may be adopted by a majority of the Class A and Class B votes cast in favor or against the proposal, a quorum of holders of 22,858,09422,816,695 votes of Class A shares and Class B shares being present. For the non-binding advisory vote on the frequency of the non-binding vote on executive compensation, that option receiving the highest number of the Class A and Class B votes cast in favor of the option will be considered adopted by the holders of the Class A shares and Class B shares, a quorum of holders of 22,816,695 votes of Class A shares and Class B shares being present. While the votes on executive compensation and frequency of the vote on executive compensation are non-binding and advisory in nature, our Executive Compensation Committee and Board of Directors will take into account the outcome of these votes when considering future executive compensation arrangements and in determining which frequency to adopt.

Shares held in a brokerage account or by another nominee are considered held in “street name” by the shareholder. A broker or nominee holding shares for a shareholder in “street name” may not vote on matters relating to the election of directors unless the broker or nominee receives specific voting instructions from the shareholder. As a result, absent specific instructions, brokers or nominees may not vote a shareholder’s shares on Proposal 1, the election of directors, and such shares will be considered “broker non-votes” for such proposal.

The only persons known by the Company to own beneficially more than five percent of the Class A shares or Class B shares of the Company as of December 3, 2009November 30, 2011 are set forth below.

The Moog Family Agreement as to Voting is an Agreement among certain relatives of the late Jane B. Moog and includesincluding herson-in-law, Richard A. Aubrecht. The Agreement relates to 155,934152,640 Class A shares and 215,315181,523 Class B shares, owned of record or beneficially by members of the Moog family who are party to the Agreement, as well as 115,974122,582 Class A shares and 94,46992,263 Class B shares held by Richard A. Aubrecht. Those relatives who were a party to the Agreement granted an irrevocable proxy covering all or some of that party’s shares to a committee which is required to take all action necessary to cause all shares subject to the Agreement to be voted as may be determined by the vote of two-thirds of the committee members. The Agreement contains restrictions on the ability of any party to remove shares of stock from the provisions of the Agreement, to transfer shares or to convert Class B shares to Class A shares. The Agreement continues in force until December 31, 2015 and is automatically renewed thereafter from year to year unless any party to the Agreement gives notice of election to terminate the Agreement.

During the 20092011 fiscal year, the executive officers and directors of the Company timely filed with the Securities and Exchange Commission the required reports regarding their beneficial ownership of Company securities. The purchase of Class A shares in October, 2008 was reported on a late Form 

4 by Sasidhar Eranki, a Vice President.

The Board of Directors is comprised of two classes of directors, Class A directors and Class B directors, elected by holders of Class A shares and holders of Class B shares, respectively. Within each class of directors there exist three subclasses, such that one of the three classessubclasses of the Boardthat class of Directors of the Companydirectors is elected annually to serve a three-year term. Four

Five directors are to be elected at the meeting, of which one is to be a Class A director elected by the holders of the outstanding Class A shares, and threefour of whom are to be Class B directors elected by the holders of the outstanding Class B shares. The Class A nominee and the Class BFour nominees will be elected to hold office until 2013,2015 and one nominee will be elected to hold office until 2014, or until the election and qualification of their successors. The persons named in the enclosed proxy will vote Class A shares for the election of the Class A nomineenominees named onin the next page,following table, and Class B shares for the election of the Class B nominees named onin the next page,following table, unless the proxy directs otherwise. In the event any of the nominees should be unable to serve as a director, the proxy will be voted in accordance with the best judgment of the person or persons acting under it. It is not expected that any of the nominees will be unable to serve.

Certain information regarding nominees for Class A and Class B directors, as well as those directors whose terms of office continue beyond the date of the 20102012 Annual Meeting of Shareholders, and Named Executives, including their beneficial ownership of equity securities as of December 3, 2009,November 30, 2011, is set forth onin the next page.following table. John D. Hendrick, currently a Class B director whose term expires at the 2011 Annual Meeting of Shareholders, is not standing for reelection as a director, in accordance with the Company’s Board policy. Unless otherwise indicated, each person held various positions with the Company for the past five years and has sole voting and investment power with respect to the securities beneficially owned. Beneficial ownership includes securities which could be acquired pursuant to currently exercisable options or stock appreciation rights, or SARS,SARs, or options or SARs that become exercisable within 60 days of December 3, 2009.

The Company’s current Board members share certain characteristics, experience and skills that are critical to effective board membership. These include sound business judgment essential to intelligent and effective decision-making; experience at the policy-making level; relevant educational background; integrity and honesty and the ability to work collaboratively. Furthermore, board members have specific employment and leadership experiences, knowledge and skills that qualify them to serve on the Board, as described in their biographies.

All of the nominees except Messrs. Gisel and Scannell have previously served as directors and have been elected as directors at prior annual meetings.

Our Board of Directors and management are committed to effective corporate governance practices. Our Corporate Governance Guidelines describe the governance principles and procedures by which the Board functions. The Board annually reviews the Corporate Governance Guidelines and the Board committee charters in response to corporate governance developments, including regulatory changes, and recommendations by directors in connection with Board and committee evaluations.

Our Corporate Governance Guidelines and our Board committee charters are available on our website atwww.moog.comby selectingInvestorsand thenCorporate Governance. Stockholders may request a free printed copy of our Corporate Governance Guidelines from our Investor Relations department by contacting them by telephone at(716) 687-4225 or bye-mail toinvestorrelations@moog.com..

We have a written code of business ethics and conduct which applies to all directors, officers and employees. Our Statement of Business Ethics is available on our website atwww.moog.comby selectingInvestorsand thenCorporate Governance. Stockholders may request a free printed copy of our Statement of Business Ethics from our Investor Relations department by contacting them by telephone at(716) 687-4225 or bye-mail toinvestorrelations@moog.com.

The Board of Directors has provided a process by which shareholders or other interested parties can communicate with the Board of Directors or with the non-management directors as a group. All such questions or inquiries should be directed to the Secretary of the Company, John B. Drenning,c/o Hodgson Russ LLP, The Guaranty Building, 140 Pearl Street, Suite 100, Buffalo, New York 14202. Mr. Drenning will review and communicate pertinent inquiries to the Board or, if requested, the non-management directors as a group.

Under the independence standards set forth at 303A.02(b) of the New York Stock Exchange Listed Company Manual, the Board of Directors has affirmatively determined that the non-management directors consisting of Messrs. Raymond W. Boushie, John D. Hendrick, and Kraig H. Kayser.Kayser, Brian J. Lipke, Robert H. Maskrey, and Albert F. Myers are independent and Robert R. Banta and Peter J. Gundermann also non-management directors, are not independent. Under these standards, the Board has also determined that all Board standing committees, other than the Executive Committee, are composed entirely of independent directors. In connection with determining that Mr. Maskrey is independent, the Board of Directors considered Mr. Maskrey’s consulting arrangement with the Company.

The Company’s corporate governance guidelines provide that the non-management directors meet without management at regularly scheduled executive sessions. Generally, these sessions take place prior to, or following, regularly scheduled Board meetings. Each executive session has a Presiding Director, who acts as chairperson for the executive session. The chairpersons of the Executive Compensation and Nominating and Governance committeesCommittees rotate as Presiding Director at these executive sessions.

The Audit Committee meets with the Company’s independent auditors in regularly scheduled executive sessions, with the Audit Committee chairperson presiding over such sessions.

During the 20092011 fiscal year, the Board of Directors held sixfive meetings. The following are the standing committees of the Board of Directors and the number of meetings each committee held during the 20092011 fiscal year:

For various reasons Board members may not be able to attend a Board meeting. All Board members are provided information related to each of the agenda items before each meeting, and, therefore, can provide counsel outside the confines of regularly scheduled meetings. It is the Company’s policy that, to the extent reasonably practicable, Board members are expected to attend shareholder meetings. All but one of the directors attended the 20092011 Annual Shareholders Meeting.

We use a combination of Company policies and established review procedures, including adherence to New York Stock Exchange Listing standards, to ensure related party transactions are reviewed, approved and ratified, as appropriate. We do not maintain these policies and procedures under a single written policy.

The Corporate Governance and Nominating Committee is responsible for developing, recommending and reviewing annually the Board of Directors Corporate Governance Guidelines to comply with state and federal laws and regulations, and with New York Stock Exchange Listing Standards. The Board of Directors is further required to meet the independence standards set forth in the New York Stock Exchange Listed Company Manual. The Audit Committee is responsible for the review, approval or ratification of any related party transactions as noted in the “Compliance Oversight

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Responsibilities” section of the Charter of the Audit Committee of the Board of Directors. Our Statement of Business Ethics, which applies to all directors, officers and employees, provides guidance on matters such as conflicts of interest and procurement integrity, among others.

We require that each director and officer complete a questionnaire annually. The questionnaire requires positive written affirmation regarding related party transactions that may constitute a conflict of interest, including: any transaction or proposed transaction in excess of $120,000 involving the director or officer or an immediate family member and the Company, a subsidiary or any pension or retirement savings plan; any indebtedness to the Company; dealings with competitors, suppliers or customers; any interest in real or personal property in which the corporation also has an interest; and the potential sale of any real or personal property or business venture or opportunity that will be presented to the Company for consideration. We review each questionnaire to identify any transactions or relationships that may constitute a conflict of interest, require disclosure, or affect an independence determination. Any such transactions with the directors, officers, their immediate family members or any 5% shareholder are reviewed by the Audit Committee, and when necessary, the full Board of Directors. These reviews are intended to ensure any such transactions are conducted on terms as fair as if they were on an arms’arm’s length basis and do not conflict with the director’s or officer’s responsibilities to the Company.

For situations in which it is either clear that a conflict of interest exists or there is a potential conflict of interest, the related directorand/or officer is obligated to recuse himselfhim from any discussion on the business arrangement. That directorand/or officer does not participate in approving or not approving the related transaction. The remaining members of the Board of Directors make those determinations.

Situations involving related party conflicts of interest have been rare in recent years, and there were no transactions required to be reported under Item 404(a) that were not required to be reviewed or where the Company’s policies and procedures for review were not followed in the 2011 fiscal 2009.

Current directors and director nominees of the Company are presently serving or have served at any time during the past five years on the following boards of directors of other publicly traded companies:

The Company’s internet address iswww.moog.com. The Company has posted to the investor information portion of its website its Corporate Governance Guidelines, Board committee charters (including the charters of its Audit, Executive Compensation and Nominating and Governance Committees) and Statement of Business Ethics. This information is available in print to any shareholder upon request. All requests for these documents should be made to the Company’s Investor Relations department by calling(716) 687-4225 or by email toinvestorrelations@moog.com.

The Nominating and Governance Committee is composed solely of independent directors. The Committeedirectors, and participates in the search for qualified directors. At a minimum, qualifications must include relevant experience in the operation of public companies, education and skills, and a high level of integrity. The candidate must be willing and available to serve and should represent the interests of all shareholders and not of any special interest group. After conducting an initial evaluation of a candidate, the Committee will interview that candidate if it believes the candidate might be suitable to be a director and maywill also ask the candidate to meet with other directors and management. If the Committee believes a candidate would be a valuable addition to the Board of Directors, it will recommend to the full boardBoard that candidate’s election.

The Nominating and Governance Committee does not have a formal written policy with regard to considering diversity in identifying nominees for directors, but, when considering director candidates, it seeks individuals with backgrounds and skills that, when combined with those of the Company’s other directors, bring a broad range of complementary skills, expertise, industry and regulatory knowledge, and diversity of perspectives to build a capable, responsive and effective Board. Diversity considerations for a director nominee may vary at any time according to the particular area of expertise being sought to complement the existing Board composition.

A shareholder wishing to nominate a candidate should forward the candidate’s name and a detailed background of the candidate’s qualifications to the Secretary of the Company in accordance with the procedures outlined in the Company’s by-laws. In making a nomination, shareholders should take into consideration the criteria set forth above and in the Company’s Corporate Governance Guidelines. The Board of Directors has adopted a written charter for the Nominating and Governance Committee. A copy of the charter is available on the Company’s website. The Committee met on December 2, 2009November 30, 2011 and nominated Messrs. Banta, Kayser, MaskreyAubrecht, Gundermann, Gisel, Lipke and MyersScannell for election at the 20102012 Annual Meeting.

The Audit Committee is responsible for assisting the Board of Directors in monitoring the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the Company’s internal audit function and the independent auditor. The Audit Committee has the sole authority to retain and terminate the independent auditor and is directly responsible for the compensation and oversight of the work of the independent auditor. The independent auditor reports directly to the Audit Committee. The Audit Committee reviews and discusses with management and the independent auditor the annual audited and quarterly financial statements, (thethe disclosures in the Company’s annual and quarterly reports under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), critical accounting policies and practices used by the Company, the Company’s internal control over financial reporting, and the Company’s major financial risk exposures. The Board of Directors has adopted a written charter for the Audit Committee. A copy of the charterCommittee, which is available on the Company’s website.

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All of the Audit Committee members meet the independence and experience requirements of the New York Stock Exchange and the Securities and Exchange Commission. The Board has determined all Audit Committee members are Audit Committee financial experts under the rules of the Securities and Exchange Commission. The Audit Committee held nineseven meetings in the 2011 fiscal year, 2009, in person and by telephone conference on a number of occasions.conference. The Audit Committee met with the Company’s internal auditors and on a regular basis met separately with the independent auditors and management.

The Stock Option Committee is responsible for approving stock incentive awards to executive officers and key employees. The Stock Option Committee reviews management recommendations regarding awards to both executive officers and key employees, evaluating such potential awards in relation to overall compensation levels. The Stock Option Committee also reviews such awards with consideration for the potential dilution to shareholders, and limits stock awards such that the potential dilutive effect is within normally accepted practice. With regard to option and stock appreciation rights grants to directors, such grants are approved by the full Board of Directors.

The Executive Compensation Committee is responsible for discharging the Board of Directors’ duties relating to executive compensation. The Committee makes all decisions regarding the compensation of the executive officers. In addition, the Committee is responsible for administering the Company’s executive compensation program. The Committee reviews both short-term and long-term corporate goals and objectives with respect to the compensation of the CEO and the other executive officers. The Committee also reviews and discusses with management the impact of Moog’s compensation policies and practices on risk taking within the Company. The Committee evaluates at least once a year the performance of the chief executive officerCEO and other executive officers in light of these goals and objectives and, based on these evaluations, approves the compensation of the CEO and the other executive officers. The Committee also reviews and recommends to the Board incentive-compensation plans that are subject to the Board’s approval. All of the Compensation Committee members meet the independence requirements of the New York Stock Exchange. The Board of Directors has adopted a written charter for the Executive Compensation Committee. A copy of the charter is available on the Company’s website. The Committee held three meetings in the 2011 fiscal year 2009.

During the 20092011 fiscal year, the Executive Compensation Committee utilized data provided by Hay Group, an independent professional compensation consulting firm, to assist and guide the Committee. The Hay Group data was used to compare Moog’s executive compensation program with current industry

Additional information regarding the Committee’s processes and procedures for establishing and overseeing executive compensation is disclosed below underin the heading “Compensation Discussion and Analysis.”

None of the members of the Compensation Committee was an officer or employee of Moog during the last fiscal year, was formerly an officer of Moog, or has any relationships with Moog requiring disclosure under any paragraph of item 404 ofRegulation S-K. Since the beginning of the last fiscal year, no executive officer of Moog has served on the compensation committee of any company that employs a director of Moog except that Robert Brady, our CEO, served on the compensation committee of Astronics Corporation, which employs Peter Gundermann as CEO. Mr. Brady resigned from the Astronics compensation committee on December 8, 2008.

Non-employee directors are paid $5,000 per quarter and reimbursed for expenses incurred in attending Board and Committee meetings. The aggregate cash remuneration for attending Board and Committee meetings excludingout-of-pocket expenses and SAR awards, for all non-management directors, excluding reimbursement of out-of-pocket expenses, was $160,000$140,000 for the 20092011 fiscal year.

The 2008 Stock Appreciation Rights Plan provides that appreciation rights in a certain number of underlying shares may be granted to non-employee directors. During the 20092011 fiscal year, Messrs. Banta,Messrs Boushie, Gundermann, Hendrick, Kayser, Lipke, Maskrey and Myers each were granted 1,500 SARs to purchase 1,500be settled in Class A shares at an exercise price per share equal to the fair market value of a Class A share on the date of grant. The Company’s 1998 and 2003 Stock Option Plans provide that options to purchase Class A shares may be granted to non-employee directors. There were no options granted to directors in the 20092011 fiscal year.

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The aggregate number of SARs and options on Class A shares held by each non-employee director as of October 3, 20091, 2011 was as follows:

Non-employee directors are reimbursed for travel and other expenses in the performance of their duties.

Moog has indemnification agreements with our directors. These agreements provide that directors are covered under our directors and officers liability insurance, which indemnify directors to the extent permitted by law and advance to directors funds to cover expenses subject to reimbursement if it is later determined indemnification is not permitted.

This plan allows non-employee directors to defer all or part of the director’s cash fees. Directors deferring cash fees must makenotify the Company of any changes to the elections to defer fees for a calendar year by the end of the preceding calendar year, with new directors having 30 days to make such an election. Directors deferring cash fees accrue interest monthly at the average of the six month Treasury bill rate. Currently, four directors participate in this plan. The table below shows the amounts deferred for the 20092011 fiscal year.

The objectives of the Company’s executive compensation program are to:

The Company’s executive compensation program is designed to balance competing interests. On the one hand, we recognize that near-term shareholder value can be created by the achievement of near-term results. Recognizing this reality, annual salary increases are tied to annual earnings per share performance and individual performance and cash bonuses are tied to annual EPSearnings per share performance. On the other hand, the Company’s business, particularly in aerospace and defense, requires that executives make decisions and commitments whosewhere benefits, in financial terms, take years to develop. Our executive stock incentiveThe Company’s Stock Appreciation Rights program is intended to reward long-term success and to align our executives’ financial interests with those of long-term shareholders.

Looking across the spectrum of U.S. public companies, it’sit is evident there are a variety of approaches to executive compensation, each of which can be successful under the right set of circumstances. OurThe Company has used ourimplemented its current approach since Mr. Brady became CEO in 1988. Restructuring charges detracted from the Company’s financial performance in the early 1990’s and the global recession negatively impacted performance during the 2009 fiscal year. However, fromin each year since 1995 (excepting only 2009), the Company has consistently increasedachieved year over year increases in earnings per share, in all but fiscal 2009, and in 1315 of the last 1517 years, the Company has achievedyear-over-year earnings per share increases of 10% or more. Since 1998,During the last ten years, compound annual growth in earnings per share has been approximately 10%12.2%. In turn, our Class A share price has increased from $2.30$10.03 at the beginningclose of the 19952001 fiscal year to $28.08$32.62 by the end of the 20092011 fiscal year.year, and $41.82 at the end of November, 2011. The Company believes the effectiveness of its relatively simple, straightforward approach to executive compensation has beenis evidenced by this superior performance record and, in turn, the superior performance of our stock. To recap, the Company’s earnings per share highlights since 1995 are as follows:

Elements of the Executive Compensation Program

The Company uses the Hay Job Evaluation System for professional employees, including its named executive officers. The Hay methodology is an analytical, factor-based scheme that measures the relative size of jobs in the form of points within an organization. Each named executive officer has a

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written position description evaluated with the Hay Job Evaluation System. Base salary ranges for each position are determined in collaboration with the Hay Group. The Hay Group provides annual peer company salary survey information which provides the basis for determining a competitive base salary range for each position. It is our objective to pay base salaries at, or slightly above, market averages for similar positions in peer companies. Named executive officers’ base salaries are reviewed annually and increases within salary ranges are determined on an annual basis with reference toa combination of Company and individual performance. The base salary range data provided byof each of the Hay Group.

The Company’s senior leadership, both managerial and technical, numbers about 300420 persons. This entire group, including the named executive officers, participates in a discretionary profit sharing programManagement Profit Sharing Program in which thea cash bonus payout each year is a function of theyear-over-year growth rate in the Company’s earnings per share.

The Company uses this single metric to underscore the importance of collaboration at all levels of leadership. The Company supplies products to a diverse array of customers in a variety of global markets. The common thread is that the technology used in high-performance motion control and fluid flow systems, and our key technical resources, are transportable from one segment to another in response to fluctuating customer demands. Having our senior leadership focus on “what’s good for the Company” has been an important factor in the Company’s consistent performance.

Over the Company’s history, stock option awards have been a consistent element of executive compensation. The 1998 Stock Option Plan covers the award of options on 2,025,000 shares of Class A shares and terminated in December 2007. The 2003 Stock Option Plan covers an additional 1,350,000 Class A shares and will terminate in 2012. The Company’s stock option plans are no longer actively used because almost all of the shareholder authorized awards have been granted. In the interest of maintaining alignment between management and shareholdersshareholder’s interests, the 2003 plan imposes a three-year holding period on option shares unless previously owned stock is used in payment of the option exercise price. All stock option awards are priced at the market-closing price on the day the Stock Option Committee approves the option awards.

Stock options issued to executive officers are intended to be incentive stock options (ISO’s), and those issued to directors, as non-employees, are non-qualified stock options. Stock options issued to executive officers and directors cannot be exercised until at least one year after the option grant. Each executive officer option grant contains a vesting schedule, with the vesting schedule constructed to maintain the treatment of the options as ISO’s. However, in certain cases options granted to executive officers will be treated as non-qualified due to IRS limitations. Stock options issued to directors do not have a vesting schedule and can be exercised at any time starting one year after the option grant.

Stock options were generally granted once a year in prior years.through the 2008 fiscal year. The options were priced at the New York Stock Exchange closing price on the day the Board approvesapproved the option grants. The number of stock option grants under these plans did not consider individual performance incentives. After consideration of peer company data provided by the Hay Group, a fixed option award was made to each named executive officer, with a slightly larger award to the CEO. Compared with peer companies, our stock option awards are modest. It is Company policy not to re-price option grants. Almost all of the shares authorized in the 1998 and 2003 Plans have been granted as options.

The shareholders of the Company, on January 9, 2008, approved the Moog Inc. 2008 Stock Appreciation Rights Plan (the “Plan”(“SAR Plan”) providing for the award of stock appreciation rights (“SARs”).

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SARs confer a benefit based on appreciation in value of the Company’s Class A common stock,shares, and are payablesettled in the form of Class A shares, to non-employee directors, officers and employees of the Company and its subsidiaries.shares. The SAR Plan, which will terminate on January 9, 2018, covers the award of a total of 2,000,000 SARs.

The purpose of the SARsSAR Plan is to promote the long term success of the Company and to create shareholder value by (a) encouraging non-employee directors, officers and employees performing service for the Company to focus on critical long-range objectives, (b) encouraging the attraction and retention of eligible participants with exceptional qualifications, and (c) linking participants directly to stockholdershareholder interests through ownership of the Company. The Plan seeks to achieve this purpose by providing for awards in the form of SARs that derive value only from the appreciation in price of the Company’s stock and that are payable in shares of Company stock.

The Company’s U.S. based named executive officers participate in a defined benefit retirement plan covering Moog’s U.S. based employees. The Company believes that the retirement plan is a key element in attracting and retaining employees at all levels of the organization includes a retirement plan.organization. The Company has long provided a defined benefit plan, andbut new U.S. employees hired after January 1, 2008 will beare covered under a defined contribution plan. The benefit accrual available to U.S. based executive officers under the qualified defined benefit plan is limited to $245,000 in base compensation. The Company maintains a Supplemental Executive Retirement Plan (“SERP”) for its executive officers to bridge the gap between legally mandated limits on qualified pension plan benefits and the retirement benefits offered at comparable public companies. While the Company formally funds the qualified defined benefit plan, the SERP is not formally funded.

The value of pension benefits for each named executive officer can be found in the table on page 28.

The Company’s named executive officers participate in the same health insurance programs available to all employees. In addition, our executive officers have coverage under an enhanced medical insurance policy that generally covers all unpaid healthcare expenses up to a limit of $25,000 per year.deductible under IRS guidelines. This enhancedsupplemental coverage plan was established many years ago in accordance with then industry practice for senior executives. We believe that conforming in this way to industry standards is an aidaids in executive retention.

Named executive officers participate in the same vacation, disability and life insurance programs as all other Moog employees. Life insurance coverage for employees is based upon a multiple of salary, with the multiple for named executive officers’ generally two times annual salary.

The Company’s primary U.S. vacation plan provides an annual basic benefit of three weeks once an employee has reached five years of service. In addition, our plan has a unique feature. Beginning on the tenth anniversary of employment, in addition to the standard three weeks vacation, each employee is awarded an additional seven weeks of vacation. This award occurs again every five years. This plan was created by our founder, Bill Moog, with the idea that every few years each employee might have the opportunity for a brief sabbatical. This feature serves to attract and retain key talent. The unused vacation accumulates annually. Under certain circumstances, such as when employees

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have a significant personal need such as major home repairs, high medical costs, college tuition bills for their children, among others, employees can exchange unused vacation for cash. The payment of cash in lieu of vacation is subject to management approval, with the employee needing to demonstrate financial need. As a practical matter, many long-term employees retire with a substantial amount of unused vacation, which is then paid in cash.

Named executive officers and other members of executive management are provided Termination Benefit Agreements that are triggered under certain circumstances, including a change in control. Under these agreements, executive officers receive salary continuance for up to three years based upon length of service, management profit share on a prorated basis in the year of termination, medical coverage, life and disability benefits and club dues for one year. These agreements are designed to retain executives and provide continuity of management in the event of a change in control. The Company believes that these severance and change in control benefits are required to attract and retain executive talent in a marketplace where such benefits are commonly offered. Further information can be found under the heading Potential Payments Upon Termination or Change in Control section on pages29-31.

The Company reimburses fees for membership in certain private clubs so that the company’sCompany’s executives have these facilities available for entertaining customers, conducting companyCompany business and fulfilling community responsibilities.

The Executive Compensation Committee of the Board is composed solely of independent, non-employee directors. The Committee meets in executive session to determine CEO compensation, and has final approval on all elements of key executive compensation including salaries, profit sharing and other benefit programs.

The Hay Group Job Evaluation system is used to develop ratings for each senior executive position. Each year the committeeCommittee is provided data from Hay Group that relates existing pay levels to the Hay numerical ratings. These data provide a base salary range mid-point for each job rating with a minimum and maximum for the salary range which is ± 30% from the mid-point. The Committee employs the Hay Group to recommend appropriate base salary ranges for each of the named executive officers. In order to recommend the salary ranges, Hay Group makes comparisons to two groups of companies. The first group is their entire database of

The process for setting annual base salaries is one wherein the CEO makes recommendations for merit based salary increases, and theoccasionally, base salary adjustments needed to position an executive officer appropriately in his base salary range. The Committee approves or adjusts those recommendations for a final determination. At the beginning of calendar year 2011, the Committee approved base salary adjustments which increased the base salaries for Mr. Brady, Mr. Johnson and Mr. Scannell. As part of this process, the CEO prepares a performance appraisal for each executive officer, including himself, which is reviewed in some detail by the Committee. These performance appraisals take into consideration: 1)consideration the outcomes achieved by the unit or function for which the officer is responsible, 2)responsible. In addition, the performance appraisals consider the conduct and contribution of the officer in achieving those results, 3) the support provided by the officer and the organization he manages in achieving overall Company results, and 4) the officer’s achievements in developing organizational

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strength for the future.future, as appropriate. In addition to the review of each officer’s performance appraisal, the CEO and the Committee review the relationship of the officer’s salary to the Hay Group salary range data provided for each officer position. The Committee generally expects that a newnewer officer with limited experience will be in the lower quartilequartiles of the survey. As the officer’s capabilities develop and achievements accumulate, the Committee generally expects the officer will move through the mid-point range of the survey range and ultimately be positioned in the upper quartiles. When appropriate, the Committee will make adjustments to achieve this positioning. Mr. Brady

In developing his recommendations for base salary increases and Mr. Green have beenadjustments for the named executive officers, the CEO has consistently used a framework which relates percentage increases to merit ratings for each individual. Each year the management of the Company selects a rating scheme for merit raises for the entire Company. In 2010 a satisfactory performance for an officer earned a 3% increase, meritorious performance 4%, and outstanding performance 5.5%. The CEO rates the performance of each of the named executive officers. For the CEO, COO (Chief Operating Officer), CAO (Chief Administrative Officer) and CFO, the rating depends on the performance of the Company as a whole. For business unit managers, profit contribution of the unit is a major consideration in their current positions for over 20 years. Their salaries are currentlyperformance evaluation. Qualitative factors may then be considered when appropriate. The executive’s performance is considered with respect to developing and leading an effective organization, making effective personnel selections, encouraging the development of new technology and new products, addressing competitive market pressures, responding appropriately to unusual market conditions and challenges, and succession planning. A positive rating with respect to these considerations achieves the highest available merit rating, and a less favorable assessment results in the upper quartile of their respective salary ranges. Mr. Berardi has been in his current position for nine years. His salary is slightly below the mid-point of his salary range. Mr. Johnson has been in his current position for ten years. His salary is slightly below the mid-point of his salary range. Mr. Scannell has been in his position for two years. His salary is in the lowest quartile of his salary range. a lower rating.

The Committee is mindful of the IRS limitation on deductibility of compensation over $1 million, and only Mr. Brady’s and Mr. Green’s compensation for 20092011 has exceeded the IRS limitation.

Annual cash bonuses paid to senior executives are developed in accordance with a management profit sharing plan in which there are slightly over 300about 420 participants. For this group, cash bonuses are paid each year in which the Company achieves growth in earnings per share. The bonus amount payable to each participant is determined by multiplying the participant’s base salary by the product of the percentage improvement in Moog’s earnings per share and a multiplier of 3.00, 1.33, 1.00 or 0.67 based on a participant’s responsibilities. Our named executivesexecutive officers, of whom there are a subset12, are responsible for the overall management and success of a group of about 35 senior executives who have the highest level of responsibility in the Company. Each person in this group receives a cash bonus that is equal to the participant’s base salary at year end multiplied by the percentage improvement in earnings per share times a factor of 3.0, subject to a cap of 60% of base salary. For its review of officer compensation in November 2010, the Committee engaged the Hay Group to provide a study of all aspects of the Company’s compensation program with reference to the practice in peer group companies. The Hay Group reported that the Company’s base salaries were for the most part competitive, but that the Company’s cash bonus program was far below industry practice. After further study, the Committee changed the cash bonus plan to provide bonus payments of up to 60% of base salary. About 43 senior executives who have a very high level of responsibility in the Company receive a cash bonus that is equal to the participant’s base salary multiplied by the percentage improvement in earnings per share times 1.33. The secondthird group of senior managers numbers about 75.65. Each person in this group receives a cash bonus that is equal to the participant’s base salary multiplied by the percentage improvement in earnings per share times 1.00. The largest group numbers about 200300 people. Each person in this group receives a cash bonus that is equal to the participant’s base salary multiplied by the percentage improvement in earnings per share times 0.67. The multiplier is used to achieve bonus payments which, in years of strong earnings growth, are somewhat comparable to the bonus plans in other companies for executives in each group. The resultCompany’s earnings per share increase and named executive officer (NEO) bonus history over the last three years is a plan which pays very modest bonuses for top executives compared to companies in the peer group.

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In years where there is no increase in earnings per share.

The Stock Option Committee of the Board is composed solely of independent non-employee directors. The Company believes that stock ownership on the part of executive officers serves to align the leadership of the Company with the interest of shareholders, and that a stock option plan is an attractive and effective way for the officers to accumulate a stock ownership position. The Committee does not use a

The Stock Option Committee of the Board of Directors has been appointed by the Board of Directors to administer the Company’s Stock Appreciation RightsSAR Plan. The Stock Option Committee has the authority, subject to the terms of the Plan, to determine the persons eligible to receive awards, when each award will be granted, the terms of each award, including the number of SARs granted, and to construe and interpret the terms of the SAR Plan and awards granted under it. SARs under the Plan may not be repriced.

The SAR Plan only provides for awards of SARs. A SAR award will contain such terms and conditions as determined by the Stock Option Committee, subject to the terms of the SAR Plan, including the date on which the SARs becomes exercisable and the expiration date of the SARs. The exercise price of a SAR will be equal to the fair market value of one Class A share on the date of grant. The total number of SARs awarded to any one employee during any fiscal year of the Company may not exceed 50,000 SARs.

SARs will vest and be exercisable pursuant to the terms and conditions outlined in each participant’s award agreement, as determined by the Stock Option Committee. SARs will not become exercisable earlier than the first anniversary of the date of grant, and vested SAR awards will be exercisable by participants only until the tenth anniversary of the date of grant.

In the development of the SAR Plan, the Stock Option Committee engaged Hay Associates in a consulting capacity. The Stock Option Committee, in collaboration with the CEO and the Chief Administrative Officer selected a pattern of SAR distributions where all officers except the CEO are awarded the same number of SARs, and a smaller number are awarded to other senior executives. The Hay Group analysis indicates that the value of the Company’s awards in SARs are below the 25^th percentile of industry practice.

During the 20092011 fiscal year, SAR awards of 27,000 shares for the CEO and 20,500 shares for each of the executive officers were granted. The total ofAs discussed above, the Committee does not use a formulaic approach, but in years when performance is considered adequate, the Committee invites the CEO to make recommendations for SAR awards. These recommendations are either approved or adjusted by the Committee. With regard to the CEO, SAR awards to all officersare determined by the Stock Option Committee. For 2011, the Stock Option Committee approved the grants recommended by the CEO, without adjustments. The Committee remains mindful of the relationship between the number of SARs awarded and directors was 267,000 shares, or 0.6% ofthe shares outstanding. As of the 2011 fiscal year end, the Company’s outstanding unexercised SAR awards were 2.5% of the total outstanding shares.

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SUMMARY

In order for Shareholders to evaluate our executive compensation plans we provide the following comparative data. As described on page 14, the Executive Compensation Committee uses data provided by the Hay Group to establish salary ranges for each of the named executive officers. The Hay Group makes comparisons to two groups of companies. The first group is their entire data base for U.S. industrial companies. The second is a group of fifteen companies whose businesses are somewhat similar to Moog’s, and whose revenues are somewhat comparable. In setting and evaluating base salaries, the committee has focused primarily on the comparison to the entire Hay data base. This year’s comparisons are as follows:

These comparisons reflect the committee’s intention to provide salaries that are somewhat above the market averages for comparable positions, recognizing that executives who are new to their positions, like Mr. Scannell and Mr. Fishback, will fall initially in the lower quartiles of the appropriate salary ranges.

In our total compensation program (detailed on pages 18-21), each of the three major elements, base salary, cash bonus and SARs, are considered independently. However, the Executive Compensation and Stock Option Committees also consider how our total compensation compares with the total compensation of comparable executives in peer organizations. Our base salaries for named executive officers who have been in their positions for a number of years are in the upper quartiles, while those newer to their positions are in the lower quartiles. Given this year’s changes to the management profit share plan, our cash bonuses are now more competitive with peer organizations than they were previously. The value of our SARs awards is below the 25th percentile of industry practice.

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The following chart compares the total direct compensation (awarded compensation) of our named executive officers to that of executives in comparable positions in the Hay-selected peer group. Awarded compensation, as reported in the table below, includes salary paid, the value of SAR’s awarded, cash bonus, and all other miscellaneous compensation. Comparisons to the median total direct compensation in the peer group are as follows:

These comparisons reflect the fact that the Company has used a cash bonus incentive scheme that was developed in the early days of the Company and has turned out to be significantly below industry practice. The Committee amended that plan this year to make it more competitive, but it is still modest by comparison to peer companies.

In a similar vein, the Company has awarded Stock Options and SAR’s at a level that is also moderate by industry standards, particularly as regards the awards to the CEO. The Stock Option Committee has preferred the distribution of options and SAR’s to a broader group of senior managers, rather than concentrating on a larger award to the CEO.

To recap, the key aspects of the Company’s compensation program are as follows:

RISK REVIEW

In formulating and evaluating the Company’s executive compensation program, the Executive Compensation Committee considers whether the program incentivizespromotes excessive risk taking. After review, a determination was made thatThe

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Executive Compensation Committee believes the Company’s compensation programs do not encourage excessive risk taking since each significant componentcomponents of the Company’s executive compensation program is linked to widely accepted measurementsprovide an appropriate mix of fixed and variable pay; balance short-term operational performance with long-term increases in shareholder value, such as increasedvalue; reinforce a performance-oriented environment; and encourage recruitment and retention of key executives.

The Executive Compensation Committee and the Stock Option Committee of the Board of Directors have followed consistent practices over the last twenty-three years. Over those years, the members of those Committees have not seen any evidence that our Compensation Programs have had a material adverse effect on our Company. On the contrary, the Company’s performance has been remarkably consistent. In fifteen of the last seventeen years, the Company has achieved year over year earnings per share increases of 10% or more. During the last ten years, compound annual growth in earnings per share has been approximately 12.2%. The Directors view this consistent performance as persuasive evidence that the leadership of the Company is not provided with incentives which would result in leadership taking unreasonable risks in order to achieve short term results at the expense of the long term health and increased share price.

Any changes in benefit plans which include and affect executive officers are presented to the Executive Compensation Committee for review and approval and presentation to the entire Board.

The Executive Compensation Committee of the Board of Directors has reviewed and discussed with Moog’s management the above Compensation Discussion and Analysis. Based on this review and these discussions with management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.