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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

(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

(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),

(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

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

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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.

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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.

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<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

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>

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<Page>

TABLE OF CONTENTS
(CONTINUED)

<Table>
<Caption>
PAGE

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>

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