<Page>

     As filed with the Securities and Exchange Commission on August 1, 2001
                                                  Commission File No. 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          -----------------------------
                            WOODWARD GOVERNOR COMPANY
               (Exact name of issuer as specified in its charter)

                Delaware                                     36-1984010
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                            5001 North Second Street
                            Rockford, Illinois 61111
                    (Address of principal executive offices)

                WOODWARD GOVERNOR COMPANY EXECUTIVE BENEFIT PLAN
                            (Full title of the plan)

             John A. Halbrook                      COPIES OF COMMUNICATIONS TO:
   Chairman and Chief Executive Officer                   Steven L. Clark
         5001 North Second Street                       Chapman and Cutler
         Rockford, Illinois 61111                     111 West Monroe Street
              (815) 877-7441                          Chicago, Illinois 60603
       (Name, address and telephone                       (312) 845-3000
       number of agent for service)
                          -----------------------------
                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
===============================================================================================
           TITLE OF SECURITIES           AMOUNT      PROPOSED      PROPOSED      AMOUNT OF
            TO BE REGISTERED             TO BE        MAXIMUM      MAXIMUM      REGISTRATION
                                       REGISTERED    OFFERING     AGGREGATE         FEE
                                                     PRICE PER     OFFERING
                                                       UNIT(1)      PRICE
-----------------------------------------------------------------------------------------------
<S>                                    <C>              <C>       <C>             <C>
Deferred Compensation Obligations(2)   $20,000,000      100%      $20,000,000     $5000.00
===============================================================================================
</Table>

----------------------------
(1)      Estimated pursuant to Rule 457 of the General Rules and Regulations
         under the Securities Act of 1933 solely for the purpose of computing
         the registration fee.

(2)      The Deferred Compensation Obligations are unsecured obligations of the
         Registrant to pay deferred compensation in the future in accordance
         with the terms of the Woodward Governor Company Executive Benefit Plan.

<Page>

PART II     --     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Certain Documents by Reference

         The following documents which have been filed with the Commission by
Woodward Governor Company, a Delaware corporation (the "COMPANY"), are
incorporated herein by reference:

                  (a) The Company's Annual Report on Form 10-K for the fiscal
         year ended September 30, 2000;

                  (b) The Company's Quarterly Report on Form 10-Q for the period
         ended December 31, 2000; and

                  (c) The Company's Quarterly Report on Form 10-Q for the period
         ended March 31, 2001.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing such documents.

         The Company undertakes to provide without charge to each person to whom
a copy of the Prospectus relating to this Registration Statement has been
delivered, upon the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated in
such Prospectus by reference, other than exhibits to such documents. Requests
for such copies should be directed to Woodward Governor Company, 5001 North
Second Street, Rockford, Illinois 61111, Attention: Carol J. Manning (815)
877-7441.

Item 4.      Description of Securities

         The securities being offered hereby are Deferred Compensation
Obligations (the "OBLIGATIONS"). Pursuant to the Woodward Governor Company
Executive Benefit Plan, effective as of January 1, 2001 (the "PLAN"), the
Company will provide individuals selected by the administrator of the Plan
("PARTICIPANTS") the opportunity to defer payment of a specified portion of
their cash compensation. The amount of compensation to be deferred will be
determined by the elections of Participants in accordance with the Plan.
Participants will be able to choose from a variety of hypothetical investment
options including the Company's common stock. However, notwithstanding the
participant's elections, the Company reserves the right to allocate the value of
participant accounts among the various hypothetical investments as deemed
appropriate in its sole discretion. The Company will keep a bookkeeping account
of the value of Participants' deferred compensation and the account will be
indexed to the investment options chosen by each Participant. While the
Obligations will not actually be invested, the accounts will reflect investment
earnings, gains and losses of the selected investment options.


                                      II-1

<Page>

         The Obligations are payable in cash in accordance with a payment
schedule to be selected by individual Participants in accordance with the Plan.
The Obligations will be unsecured obligations of the Company ranking equally
with other unsecured, unsubordinated indebtedness of the Company.

         The Company reserves the right to amend or terminate the Plan at any
time, provided that amendment or termination will not result in a reduction of
the account balances of Participants. If the Plan is terminated while a
Participant or Participant's beneficiary is receiving benefits under the Plan,
the balance of Participant's account will be paid out in a lump sum. The Plan
does not provide loans and Participant's rights to the Obligations may not be
used as collateral or assigned.

Item 5.      Interest of Named Experts and Counsel

             Not Applicable.

Item 6.      Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law (the "DGCL"), sets
forth the conditions and limitations governing the indemnification of officers,
directors, and other persons.

         The Certificate of Incorporation and Bylaws of the Company provide for
indemnification by the Company of certain persons (including officers and
directors) in connection with any action, suit or proceeding brought or
threatened against such person by reason of his position with the Company or
service at the request of the Company. The Bylaws further provide that
indemnification shall not be exclusive of any rights to which those indemnified
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

         Section 145(g) of the DGCL and Article VII, Section(h) of the Bylaws
also authorize the Company to purchase and maintain insurance on behalf of any
director, officer, employee or agent of the Company against any liability
asserted against or incurred by them in such capacity or arising out of their
status as such whether or not the Company would have the power to indemnify such
director, officer, employee or agent against such liability under the applicable
provisions of the DGCL or the Bylaws. The Company currently maintains a
directors' and officers' liability policy to insure its liability under the
above-described provisions and to insure its individual directors and officers
against certain obligations not covered by such provisions.

Item 8.      Exhibits

         See List of Exhibits on page II-6 hereof.

Item 9.      Undertakings

         (a)      The Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement;


                                      II-2

<Page>

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933, as amended (the
                  "SECURITIES ACT");

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                          (iii) To include any material information with respect
                  to the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-3

<Page>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockford, State of Illinois, on July 25, 2001.

                                         WOODWARD GOVERNOR COMPANY



                                       By         /s/ John A. Halbrook
                                            ------------------------------------
                                                      John A. Halbrook
                                            Chairman and Chief Executive Officer
                                                (Principal executive officer)


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, John A. Halbrook
and Stephen P. Carter and each of them, as his true and lawful attorney-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying, and conforming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
             SIGNATURES                               TITLE                                    DATE

<S>                                     <C>                                               <C>
       /s/ Stephen P. Carter            Vice President, Chief Financial Officer and       July 25, 2001
       ---------------------            Treasurer
         Stephen P. Carter

        /s/ J. Grant Beadle                           Director                            July 25, 2001
       ---------------------
          J. Grant Beadle

        /s/ Vern H. Cassens                           Director                            July 25, 2001
       ---------------------
          Vern H. Cassens


                                      II-4

<Page>

<Caption>
             SIGNATURES                               TITLE                                    DATE

<S>                                     <C>                                               <C>
          /s/ Paul Donovan                            Director                            July 25, 2001
       ---------------------
            Paul Donovan

       /s/ Lawrence E. Gloyd                          Director                            July 25, 2001
       ---------------------
         Lawrence E. Gloyd

        /s/ John A. Halbrook                          Director                            July 25, 2001
       ---------------------
          John A. Halbrook

        /s/ Thomas W. Heenan                          Director                            July 25, 2001
       ---------------------
          Thomas W. Heenan

         /s/ Rodney O'Neal                            Director                            July 25, 2001
       ---------------------
           Rodney O'Neal

       /s/ J. Peter Jeffrey                           Director                            July 25, 2001
       ---------------------
          J. Peter Jeffrey

        /s/ Michael H. Joyce                          Director                            July 25, 2001
       ---------------------
          Michael H. Joyce

                                                      Director                            _______, 2001
       ---------------------
             Lou L. Pai

       /s/ Michael T. Yonker                          Director                            July 25, 2001
       ---------------------
         Michael T. Yonker
</Table>


                                      II-5

<Page>

<Table>
<Caption>
     EXHIBIT                                 DESCRIPTION                                     PAGE NUMBER IN
     NUMBER                                                                                    SEQUENTIAL
                                                                                            NUMBERING SYSTEM
<S>                  <C>                                                                    <C>
       4.1           Woodward Governor Company Executive Benefit Plan..........

       4.2           First Amendment to the Woodward Governor Company
                     Executive Benefit Plan dated April 26, 2001...............

       4.3           Specimen Certificate (incorporated by reference from the
                     Company's Form A-2 (File No. 2-4446) filed with the
                     Commission on June 28, 1940)..............................

       5.1           Opinion of Chapman and Cutler regarding legality of the
                     Deferred Compensation Obligations.........................

      23.1           Consent of Chapman and Cutler (included in Exhibit 5.1)...

      23.2           Consent of PricewaterhouseCoopers LLP.....................

      25.1           Power of Attorney (set forth on page II-4 of this
                     Registration Statement)...................................
</Table>


                                      II-6

<Page>

                                                                     EXHIBIT 4.1











                            WOODWARD GOVERNOR COMPANY
                             EXECUTIVE BENEFIT PLAN

                            EFFECTIVE JANUARY 1, 2001





<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                PAGE
<S> <C>                                                                                         <C>

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


                                      -i-
<Page>

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                                                PAGE

     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
     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


                                      -ii-
<Page>


                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                                                PAGE


     11.13.   Applicable Law.....................................................................19
Exhibit A........................................................................................20
              INVESTMENT FUNDS UNDER THE WOODWARD GOVERNOR COMPANY EXECUTIVE BENEFIT PLAN........20
</Table>




                                     -iii-
<Page>

                            WOODWARD GOVERNOR COMPANY
                             EXECUTIVE BENEFIT PLAN



I.       PURPOSE AND EFFECTIVE DATE.

         1.1.     PURPOSE. The Woodward Governor Company Executive Benefit 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 PLAN. 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:

         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:

<Page>

                  (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 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 and/or the Woodward
                  Governor Company Long-Term Incentive Compensation Plan.

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


                                       2
<Page>

                  (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

                           (iii)    if the Board determines in good faith that a
                                    person who have 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


                                       3
<Page>

                           was previously so approved, cease for any reason to
                           constitute at least a majority of the Board (such
                           individuals and any such new directors being referred
                           to as the "Incumbent Board"); or

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

                  (d)      consummation of:

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

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

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


                                       4
<Page>

         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.

         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:


                                       5
<Page>

                  (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

                           (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.


                                       6
<Page>

III.     PARTICIPATION.

         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

                  (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.


                                       7
<Page>

         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

                           (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


                                       8
<Page>

                  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.

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

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

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

                                    (A)     Code Section 415,

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

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


                                       9
<Page>

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

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

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

                                    (A)     Code Section 415,

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

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

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

                                    (E)     Code Section 402(g), OVER

                           (ii)     the actual benefit which the Participant is
                                    entitled to have credited to a separate
                                    account for his benefit for such given year
                                    under the MISOP.

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

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

VI.      ACCOUNTS AND INVESTMENTS.

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

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

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

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

                  Such Account shall be credited with a Participant's Deferral
                  Contribution Amounts and Supplemental Benefit Amounts as set
                  forth in Sections 4.3 and 5.3,


                                       10
<Page>

                  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 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,


                                       11
<Page>

                  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.

         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


                                       12
<Page>

                  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
                  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.

         7.5.     UNFORESEEABLE EMERGENCY. Prior to the date otherwise scheduled
                  for payment under the Plan, upon showing an unforeseeable
                  emergency, a Participant may


                                       13
<Page>

                  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.


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 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.


                                       14
<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 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


                                       15
<Page>

                  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.

         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.


                                       16
<Page>

         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 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


                                       17
<Page>

                  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 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.


                                       18
<Page>

         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 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.

                                    * * *


                                       19
<Page>

                                                                       EXHIBIT A


                                INVESTMENT FUNDS
                                      UNDER
              THE WOODWARD GOVERNOR COMPANY EXECUTIVE BENEFIT PLAN


                  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 6 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 anything to the contrary in this Exhibit A or
                  the Plan, 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.
                  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.





                                       20

<Page>

                                                                     EXHIBIT 4.2

                                 FIRST AMENDMENT
                                       TO
                            WOODWARD GOVERNOR COMPANY
                             EXECUTIVE BENEFIT PLAN

         WHEREAS, Woodward Governor Company (the "Company") maintains the
Woodward Governor Company Executive Benefit Plan (the "Plan"); and

         WHEREAS, amendment of the Plan is now deemed desirable;

         NOW, THEREFORE, by virtue and in exercise of the amending authority
reserved to the Company in Article X of the Plan, the Plan is hereby amended by
deleting Section 2.7 of the Plan and inserting the following new Section 2.7 as
a part thereof:

         "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."

         IN WITNESS WHEREOF, the undersigned officer has caused this amendment
to be executed in the name of and on behalf of the Company this 26th day of
April, 2001.

                                          WOODWARD GOVERNOR COMPANY




                                          By /s/ Carol J. Manning, Secretary
                                            ------------------------------------

<Page>

                                                                     EXHIBIT 5.1



                                 August 1, 2001



Woodward Governor Company
5001 North Second Street
Rockford, Illinois  61111


         Re:                Woodward Governor Company
                         Form S-8 Registration Statement
                        ---------------------------------

Gentlemen:

         We have acted as counsel for Woodward Governor Company (the "COMPANY"),
in connection with the registration statement on Form S-8 (the "REGISTRATION
STATEMENT") of the Company which is being filed with the Securities and Exchange
Commission today for the purpose of registering under the Securities Act of
1933, as amended, an aggregate of $20,000,000 Deferred Compensation Obligations
(the "OBLIGATIONS") offered to certain employees of the Company pursuant to the
Woodward Governor Company Executive Benefit Plan (the "PLAN").

         As such counsel, we have examined such corporate records and other
documents and matters of law as we have deemed necessary in order to enable us
to express the opinion hereinafter set forth.

         Based on the foregoing, we are of the opinion that upon completion of
the actions being taken or contemplated to be taken in administering the Plan,
the Obligations will be valid and binding obligations of the Company,
enforceable in accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, garnishment or other creditors' rights.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                        Respectfully submitted,




                                        CHAPMAN AND CUTLER

<Page>

                                                                    EXHIBIT 23.2


                      CONSENT OF PRICEWATERHOUSECOOPERS LLP

The Board of Directors
Woodward Governor Company

         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November 8, 2000 relating
to the financial statements, which appears in the 2000 Annual Report to
Shareholders, which is incorporated by reference in Woodward Governor Company's
Annual Report on Form 10-K for the year ended September 30, 2000. We also
consent to the incorporation by reference of our report dated November 8, 2000
relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K.




                                        PricewaterhouseCoopers LLP



Chicago, Illinois
August 1, 2001
[{"type": "S-8", "sequence": "1", "filename": "forms-8_08.txt", "description": "FORMS-8_AUG01", "secsgml_size_bytes": 101033}]
{"company-data": {"conformed-name": "WOODWARD GOVERNOR CO", "cik": "0000108312", "assigned-sic": "3620", "irs-number": "361984010", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66422", "film-number": "1694744"}, "business-address": {"street1": "5001 N SECOND ST", "street2": "P O BOX 7001", "city": "ROCKFORD", "state": "IL", "zip": "61125-7001", "phone": "8158777441"}, "mail-address": {"street1": "5001 N SECOND ST", "street2": "PO BOX 7001", "city": "ROCKFORD", "state": "IL", "zip": "61125-7001"}}
As filed with the Securities and Exchange Commission on August 1, 2001
                                                  Commission File No. 333-______

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          -----------------------------
                            WOODWARD GOVERNOR COMPANY
               (Exact name of issuer as specified in its charter)

                Delaware                                     36-1984010
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                            5001 North Second Street
                            Rockford, Illinois 61111
                    (Address of principal executive offices)

                WOODWARD GOVERNOR COMPANY EXECUTIVE BENEFIT PLAN
                            (Full title of the plan)

             John A. Halbrook                      COPIES OF COMMUNICATIONS TO:
   Chairman and Chief Executive Officer                   Steven L. Clark
         5001 North Second Street                       Chapman and Cutler
         Rockford, Illinois 61111                     111 West Monroe Street
              (815) 877-7441                          Chicago, Illinois 60603
       (Name, address and telephone                       (312) 845-3000
       number of agent for service)
                          -----------------------------
                         CALCULATION OF REGISTRATION FEE
===============================================================================================
           TITLE OF SECURITIES           AMOUNT      PROPOSED      PROPOSED      AMOUNT OF
            TO BE REGISTERED             TO BE        MAXIMUM      MAXIMUM      REGISTRATION
                                       REGISTERED    OFFERING     AGGREGATE         FEE
                                                     PRICE PER     OFFERING
                                                       UNIT(1)      PRICE
-----------------------------------------------------------------------------------------------
Deferred Compensation Obligations(2)   $20,000,000      100%      $20,000,000     $5000.00
===============================================================================================
----------------------------
(1)      Estimated pursuant to Rule 457 of the General Rules and Regulations
         under the Securities Act of 1933 solely for the purpose of computing
         the registration fee.

(2)      The Deferred Compensation Obligations are unsecured obligations of the
         Registrant to pay deferred compensation in the future in accordance
         with the terms of the Woodward Governor Company Executive Benefit Plan.
PART II     --     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Certain Documents by Reference

         The following documents which have been filed with the Commission by
Woodward Governor Company, a Delaware corporation (the "COMPANY"), are
incorporated herein by reference:

                  (a) The Company's Annual Report on Form 10-K for the fiscal
         year ended September 30, 2000;

                  (b) The Company's Quarterly Report on Form 10-Q for the period
         ended December 31, 2000; and

                  (c) The Company's Quarterly Report on Form 10-Q for the period
         ended March 31, 2001.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing such documents.

         The Company undertakes to provide without charge to each person to whom
a copy of the Prospectus relating to this Registration Statement has been
delivered, upon the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated in
such Prospectus by reference, other than exhibits to such documents. Requests
for such copies should be directed to Woodward Governor Company, 5001 North
Second Street, Rockford, Illinois 61111, Attention: Carol J. Manning (815)
877-7441.

Item 4.      Description of Securities

         The securities being offered hereby are Deferred Compensation
Obligations (the "OBLIGATIONS"). Pursuant to the Woodward Governor Company
Executive Benefit Plan, effective as of January 1, 2001 (the "PLAN"), the
Company will provide individuals selected by the administrator of the Plan
("PARTICIPANTS") the opportunity to defer payment of a specified portion of
their cash compensation. The amount of compensation to be deferred will be
determined by the elections of Participants in accordance with the Plan.
Participants will be able to choose from a variety of hypothetical investment
options including the Company's common stock. However, notwithstanding the
participant's elections, the Company reserves the right to allocate the value of
participant accounts among the various hypothetical investments as deemed
appropriate in its sole discretion. The Company will keep a bookkeeping account
of the value of Participants' deferred compensation and the account will be
indexed to the investment options chosen by each Participant. While the
Obligations will not actually be invested, the accounts will reflect investment
earnings, gains and losses of the selected investment options.

                                      II-1
The Obligations are payable in cash in accordance with a payment
schedule to be selected by individual Participants in accordance with the Plan.
The Obligations will be unsecured obligations of the Company ranking equally
with other unsecured, unsubordinated indebtedness of the Company.

         The Company reserves the right to amend or terminate the Plan at any
time, provided that amendment or termination will not result in a reduction of
the account balances of Participants. If the Plan is terminated while a
Participant or Participant's beneficiary is receiving benefits under the Plan,
the balance of Participant's account will be paid out in a lump sum. The Plan
does not provide loans and Participant's rights to the Obligations may not be
used as collateral or assigned.

Item 5.      Interest of Named Experts and Counsel

             Not Applicable.

Item 6.      Indemnification of Directors and Officers

         Section 145 of the Delaware General Corporation Law (the "DGCL"), sets
forth the conditions and limitations governing the indemnification of officers,
directors, and other persons.

         The Certificate of Incorporation and Bylaws of the Company provide for
indemnification by the Company of certain persons (including officers and
directors) in connection with any action, suit or proceeding brought or
threatened against such person by reason of his position with the Company or
service at the request of the Company. The Bylaws further provide that
indemnification shall not be exclusive of any rights to which those indemnified
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

         Section 145(g) of the DGCL and Article VII, Section(h) of the Bylaws
also authorize the Company to purchase and maintain insurance on behalf of any
director, officer, employee or agent of the Company against any liability
asserted against or incurred by them in such capacity or arising out of their
status as such whether or not the Company would have the power to indemnify such
director, officer, employee or agent against such liability under the applicable
provisions of the DGCL or the Bylaws. The Company currently maintains a
directors' and officers' liability policy to insure its liability under the
above-described provisions and to insure its individual directors and officers
against certain obligations not covered by such provisions.

Item 8.      Exhibits

         See List of Exhibits on page II-6 hereof.

Item 9.      Undertakings

         (a)      The Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement;

                                      II-2
(i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933, as amended (the
                  "SECURITIES ACT");

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                          (iii) To include any material information with respect
                  to the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

         PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockford, State of Illinois, on July 25, 2001.

                                         WOODWARD GOVERNOR COMPANY

                                       By         /s/ John A. Halbrook
                                            ------------------------------------
                                                      John A. Halbrook
                                            Chairman and Chief Executive Officer
                                                (Principal executive officer)

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, John A. Halbrook
and Stephen P. Carter and each of them, as his true and lawful attorney-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying, and conforming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES                               TITLE                                    DATE
/s/ Stephen P. Carter            Vice President, Chief Financial Officer and       July 25, 2001
       ---------------------            Treasurer
         Stephen P. Carter

        /s/ J. Grant Beadle                           Director                            July 25, 2001
       ---------------------
          J. Grant Beadle

        /s/ Vern H. Cassens                           Director                            July 25, 2001
       ---------------------
          Vern H. Cassens

                                      II-4
SIGNATURES                               TITLE                                    DATE
/s/ Paul Donovan                            Director                            July 25, 2001
       ---------------------
            Paul Donovan

       /s/ Lawrence E. Gloyd                          Director                            July 25, 2001
       ---------------------
         Lawrence E. Gloyd

        /s/ John A. Halbrook                          Director                            July 25, 2001
       ---------------------
          John A. Halbrook

        /s/ Thomas W. Heenan                          Director                            July 25, 2001
       ---------------------
          Thomas W. Heenan

         /s/ Rodney O'Neal                            Director                            July 25, 2001
       ---------------------
           Rodney O'Neal

       /s/ J. Peter Jeffrey                           Director                            July 25, 2001
       ---------------------
          J. Peter Jeffrey

        /s/ Michael H. Joyce                          Director                            July 25, 2001
       ---------------------
          Michael H. Joyce

                                                      Director                            _______, 2001
       ---------------------
             Lou L. Pai

       /s/ Michael T. Yonker                          Director                            July 25, 2001
       ---------------------
         Michael T. Yonker
II-5
EXHIBIT                                 DESCRIPTION                                     PAGE NUMBER IN
     NUMBER                                                                                    SEQUENTIAL
                                                                                            NUMBERING SYSTEM
4.1           Woodward Governor Company Executive Benefit Plan..........

       4.2           First Amendment to the Woodward Governor Company
                     Executive Benefit Plan dated April 26, 2001...............

       4.3           Specimen Certificate (incorporated by reference from the
                     Company's Form A-2 (File No. 2-4446) filed with the
                     Commission on June 28, 1940)..............................

       5.1           Opinion of Chapman and Cutler regarding legality of the
                     Deferred Compensation Obligations.........................

      23.1           Consent of Chapman and Cutler (included in Exhibit 5.1)...

      23.2           Consent of PricewaterhouseCoopers LLP.....................

      25.1           Power of Attorney (set forth on page II-4 of this
                     Registration Statement)...................................
II-6
EXHIBIT 4.1

                            WOODWARD GOVERNOR COMPANY
                             EXECUTIVE BENEFIT PLAN

                            EFFECTIVE JANUARY 1, 2001
TABLE OF CONTENTS
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

                                      -i-
TABLE OF CONTENTS
                                   (CONTINUED)
                                                                                                PAGE

     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
     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

                                      -ii-
TABLE OF CONTENTS
                                   (CONTINUED)
                                                                                                PAGE

     11.13.   Applicable Law.....................................................................19
Exhibit A........................................................................................20
              INVESTMENT FUNDS UNDER THE WOODWARD GOVERNOR COMPANY EXECUTIVE BENEFIT PLAN........20
-iii-
WOODWARD GOVERNOR COMPANY
                             EXECUTIVE BENEFIT PLAN

I.       PURPOSE AND EFFECTIVE DATE.

         1.1.     PURPOSE. The Woodward Governor Company Executive Benefit 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 PLAN. 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:

         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 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 and/or the Woodward
                  Governor Company Long-Term Incentive Compensation Plan.

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

                                       2
(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

                           (iii)    if the Board determines in good faith that a
                                    person who have 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

                                       3
was previously so approved, cease for any reason to
                           constitute at least a majority of the Board (such
                           individuals and any such new directors being referred
                           to as the "Incumbent Board"); or

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

                  (d)      consummation of:

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

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

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

                                       4
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.

         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:

                                       5
(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

                           (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.

                                       6
III.     PARTICIPATION.

         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

                  (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.

                                       7
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

                           (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

                                       8
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.

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

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

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

                                    (A)     Code Section 415,

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

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

                                       9
(ii)     the accrued benefit which the Participant is
                                    entitled to have credited to a separate
                                    account for his benefit for such given year
                                    under the RIP, PLUS

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

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

                                    (A)     Code Section 415,

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

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

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

                                    (E)     Code Section 402(g), OVER

                           (ii)     the actual benefit which the Participant is
                                    entitled to have credited to a separate
                                    account for his benefit for such given year
                                    under the MISOP.

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

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

VI.      ACCOUNTS AND INVESTMENTS.

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

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

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

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

                  Such Account shall be credited with a Participant's Deferral
                  Contribution Amounts and Supplemental Benefit Amounts as set
                  forth in Sections 4.3 and 5.3,

                                       10
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 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,

                                       11
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.

         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

                                       12
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
                  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.

         7.5.     UNFORESEEABLE EMERGENCY. Prior to the date otherwise scheduled
                  for payment under the Plan, upon showing an unforeseeable
                  emergency, a Participant may

                                       13
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.

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 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.

                                       14
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 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

                                       15
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.

         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.

                                       16
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 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

                                       17
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 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.

                                       18
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 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.

                                    * * *

                                       19
EXHIBIT A

                                INVESTMENT FUNDS
                                      UNDER
              THE WOODWARD GOVERNOR COMPANY EXECUTIVE BENEFIT PLAN

                  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 6 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 anything to the contrary in this Exhibit A or
                  the Plan, 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.
                  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.

                                       20
EXHIBIT 4.2

                                 FIRST AMENDMENT
                                       TO
                            WOODWARD GOVERNOR COMPANY
                             EXECUTIVE BENEFIT PLAN

         WHEREAS, Woodward Governor Company (the "Company") maintains the
Woodward Governor Company Executive Benefit Plan (the "Plan"); and

         WHEREAS, amendment of the Plan is now deemed desirable;

         NOW, THEREFORE, by virtue and in exercise of the amending authority
reserved to the Company in Article X of the Plan, the Plan is hereby amended by
deleting Section 2.7 of the Plan and inserting the following new Section 2.7 as
a part thereof:

         "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."

         IN WITNESS WHEREOF, the undersigned officer has caused this amendment
to be executed in the name of and on behalf of the Company this 26th day of
April, 2001.

                                          WOODWARD GOVERNOR COMPANY

                                          By /s/ Carol J. Manning, Secretary
                                            ------------------------------------
EXHIBIT 5.1

                                 August 1, 2001

Woodward Governor Company
5001 North Second Street
Rockford, Illinois  61111

         Re:                Woodward Governor Company
                         Form S-8 Registration Statement
                        ---------------------------------

Gentlemen:

         We have acted as counsel for Woodward Governor Company (the "COMPANY"),
in connection with the registration statement on Form S-8 (the "REGISTRATION
STATEMENT") of the Company which is being filed with the Securities and Exchange
Commission today for the purpose of registering under the Securities Act of
1933, as amended, an aggregate of $20,000,000 Deferred Compensation Obligations
(the "OBLIGATIONS") offered to certain employees of the Company pursuant to the
Woodward Governor Company Executive Benefit Plan (the "PLAN").

         As such counsel, we have examined such corporate records and other
documents and matters of law as we have deemed necessary in order to enable us
to express the opinion hereinafter set forth.

         Based on the foregoing, we are of the opinion that upon completion of
the actions being taken or contemplated to be taken in administering the Plan,
the Obligations will be valid and binding obligations of the Company,
enforceable in accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, garnishment or other creditors' rights.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                        Respectfully submitted,

                                        CHAPMAN AND CUTLER
EXHIBIT 23.2

                      CONSENT OF PRICEWATERHOUSECOOPERS LLP

The Board of Directors
Woodward Governor Company

         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated November 8, 2000 relating
to the financial statements, which appears in the 2000 Annual Report to
Shareholders, which is incorporated by reference in Woodward Governor Company's
Annual Report on Form 10-K for the year ended September 30, 2000. We also
consent to the incorporation by reference of our report dated November 8, 2000
relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K.

                                        PricewaterhouseCoopers LLP

Chicago, Illinois
August 1, 2001