Exhibit 10.1






Exhibit 10.1


INDEMNIFICATION AGREEMENT





               
This Indemnification Agreement (this "Agreement") is made as of the _____ day of
___________, 200__, by and between Moog Inc.,
a New York corporation (the "Corporation") and ______________ ("Indemnitee"), a
director, officer or key employee of the Corporation.


WITNESSETH:





               
WHEREAS, it is essential to the Corporation to retain and attract directors,
officers and key employees who are the most capable persons available; 

               
WHEREAS, the Indemnitee is serving or has agreed to serve as a director, officer
or key employee of the Corporation and in such capacity will render valuable
services to the Corporation;

               
WHEREAS, the substantial increase in corporate litigation subjects directors,
officers and key employees to expensive litigation risks at the same time that
the availability of directors' and officers' liability insurance and fiduciary
insurance has been severely limited; 

               
WHEREAS, it is now, and has always been, the express policy of the Corporation
to indemnify its directors, officers and key employees so as to provide them
with the maximum possible protection permitted by law; 

               
WHEREAS, the Corporation approved an Indemnity Agreement in 1987 (the "1987
Agreement") and thereafter extended the benefits of the 1987 Indemnity Agreement
to a number of officers and directors of the Corporation; and 

               
WHEREAS, Indemnitee may not be willing to continue to serve as a director,
officer or key employee without adequate protection, and the Corporation desires
Indemnitee to continue to serve in such capacity.

               
NOW, THEREFORE, in consideration of the Indemnitee's continued service as a
director, officer or key employee of the Corporation, the Corporation and
Indemnitee do hereby agree as follows:


        1.     
Agreement to Serve. Indemnitee agrees to continue to serve
as a director, officer or key employee of the Corporation for so long as he or
she is duly elected or appointed or until such time as he or she tenders his or
her resignation in writing. This provision is not a guarantee of employment.


        2.     
Definitions. As used in this Agreement:


               
(a)     The term "Proceeding" shall include any
threatened, pending, or completed action, suit, or proceeding, whether brought
by or in the right of the Corporation or one of its subsidiaries or otherwise,
and whether of a civil, criminal, administrative, or investigative nature, in
which Indemnitee is or was a party or is threatened to be made a party by reason
of the fact that Indemnitee is or was a director, officer or employee of the
Corporation (or any subsidiary of the Corporation), or is or was serving at the
request of the Corporation as a director, officer, employee, member, manager,
trustee, agent, or fiduciary of another corporation, limited liability company,
partnership, joint venture, trust, or other enterprise.


               
(b)     The term "Expenses" shall include, without
limitation, expenses of investigation, judicial or administrative proceedings or
appeals, amounts paid in settlement by or on behalf of Indemnitee, attorneys'
fees and disbursements, experts' fees and disbursements and any expenses of
establishing a right to indemnification under Paragraph 7 of this Agreement.


               
(c)     References to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on Indemnitee with respect to any employee benefit plan;
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee,
agent, or fiduciary with respect to an employee benefit plan, its participants,
or beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interest of the Corporation" as referred to in this
Agreement.


        3.     
Indemnity in Third-Party Proceedings. The Corporation shall
indemnify Indemnitee in accordance with the provisions of this Paragraph 3,
against all Expenses, judgments, fines, and penalties actually and reasonably
incurred by Indemnitee in connection with the defense or settlement of any
Proceeding (other than a Proceeding by or in the right of the Corporation to
procure a judgment in its favor) if Indemnitee acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, in the case of a criminal proceeding, had no
reasonable cause to believe that his or her conduct was unlawful. The
termination of any such Proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that Indemnitee did not act in good faith in a manner which
he or she reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal proceeding, that Indemnitee
did not have reasonable cause to believe that his or her conduct was unlawful.


        4.     
Indemnity in Proceedings By or In the Right of the Corporation. 
The Corporation shall indemnify Indemnitee, in accordance with the
provisions of this Paragraph 4, against all Expenses actually and reasonably
incurred by Indemnitee in connection with the defense or settlement of any
Proceeding by or in the right of the Corporation to procure a judgment in its
favor, including the amount of the judgment or settlement, if Indemnitee acted
in good faith and in a manner which he or she reasonably believed to be in or
not opposed to the best interests of the Corporation; provided, however, that no
indemnification for Expenses shall be made under this Paragraph 4 in respect of
any claim, issue, or matter as to which Indemnitee shall have been adjudged to
be liable to the Corporation unless and only to the extent that the court in
which such Proceeding was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for the Expenses and
the amount of the judgment or settlement which the court shall deem proper.


        5.     
Indemnification of Expenses of Successful Party. 
Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits or otherwise, in defense of any
Proceeding, or in defense of any claim, issue, or matter therein, Indemnitee
shall be indemnified against all Expenses actually and reasonably incurred by
Indemnitee in connection therewith to the fullest extent permitted by New York
Law.


        6.     
Advances of Expenses. At the written request of Indemnitee,
the Expenses actually and reasonably incurred by Indemnitee in any Proceeding
shall be paid by the Corporation in advance of the final disposition of such
Proceeding and within 30 days after request therefor. Indemnitee will repay any
such Expenses that are advanced under this Paragraph 6 if it is ultimately
determined, in a final, non-appealable judgment rendered by the court of last
resort (or by a lower court if not timely appealed), that Indemnitee is not
entitled to be indemnified against such Expenses. This undertaking by Indemnitee
is an unlimited general undertaking but no security for such undertaking will be
required. If the Corporation makes an advance of expenses pursuant to this
Paragraph 6, the Corporation shall be subrogated to every right of recovery
Indemnitee may have against any insurance carrier from whom the Corporation has
purchased insurance for such purpose.


        7.     
Right of Indemnitee to Indemnification Upon Application; Procedure Upon
Application.


               
(a)     Subject to Paragraph 8 of this Agreement,
Indemnitee will be presumed to be entitled to indemnification under this
Agreement. The burden of proving that indemnification or advances of Expenses
are not appropriate shall be on the Corporation.


               
(b)     Any indemnification under Paragraphs 3 and 4
(other than the advancement of Expenses) shall be paid by the Corporation no
later than 30 days after receipt of the written request of Indemnitee, unless a
determination is made within said 30-day period by (i) the Board of Directors by
a majority vote of directors who are not and were not parties to the Proceeding
in respect of which indemnification is being sought ("Disinterested Directors"),
(ii) a committee of the Board of Directors comprised of Disinterested Directors
or (iii) independent legal counsel in a written opinion (which counsel shall be
appointed by a vote of the Disinterested Directors), that Indemnitee has not met
the relevant standards for indemnification set forth in Paragraphs 3 and 4. If
requested by the Indemnitee in writing, any such determination shall be made by
independent legal counsel not previously employed by the Corporation or any
Affiliate thereof ("Affiliate" having the meaning defined in Rule 144
promulgated by the Securities and Exchange Commission under the Securities Act
of 1933, as amended).


               
(c)     Indemnitee will be entitled to a hearing
before the Board of Directors of Corporation or the Disinterested Directors
and/or any other person or persons making a determination and evaluation under
Paragraph 7(b). Indemnitee will be entitled to be represented by counsel at
such hearing. The cost of any determination and evaluation under Paragraph
7(b) (including attorneys' fees and other expenses incurred by Indemnitee in
preparing for and attending the hearing contemplated by Paragraph 7 and
otherwise in connection with the determination and evaluation under Paragraph 7)
will be borne by the Corporation.


               
(d)     The right to indemnification or advancement
of Expenses as provided by this Agreement shall be enforceable by Indemnitee in
any court of competent jurisdiction. Neither the failure of the Corporation
(including its Board of Directors or independent legal counsel) to have made a
determination prior to the commencement of such action that Indemnitee has met
the applicable standard of conduct nor an actual determination by the
Corporation (including its Board of Directors or independent legal counsel) that
Indemnitee has not met such standard shall be a defense to the action or create
a presumption that Indemnitee has not met the applicable standard of conduct.
Indemnitee's Expenses actually and reasonably incurred in connection with
successfully establishing his or her right to indemnification or advances, in
whole or in part, shall also be indemnified by the Corporation.


               
(e)     With respect to any Proceeding for which
indemnification is requested, the Corporation will be entitled to participate
therein at its own expense and, except as otherwise provided below, the
Corporation may assume the defense thereof, with counsel satisfactory to
Indemnitee. After notice from the Corporation to Indemnitee of its election to
assume the defense of a Proceeding, the Corporation will not be liable to
Indemnitee under this Agreement for any Expenses subsequently incurred by
Indemnitee in connection with the defense thereof, other than as provided below.
The Corporation shall not settle any Proceeding in any manner which would impose
any penalty or limitation on Indemnitee without Indemnitee's written consent.
Indemnitee shall have the right to employ counsel in any Proceeding but the fees
and expenses of such counsel incurred after notice from the Corporation of its
assumption of the defense of the Proceeding shall be at the expense of
Indemnitee, unless (i) the employment of counsel by Indemnitee has been
authorized by the Corporation, (ii) Indemnitee shall have reasonably concluded
that there may be a conflict of interest between the Corporation and Indemnitee
in the conduct of the defense of a Proceeding, or (iii) the Corporation shall
not in fact have employed counsel to assume the defense of a Proceeding, in each
of which cases the fees and expenses of Indemnitee 's counsel shall be advanced
by the Corporation. Notwithstanding the foregoing, the Corporation shall not be
entitled to assume the defense of any Proceeding brought by or in the right of
the Corporation.


               
(f)     The Corporation shall pay to Indemnitee, at
the time payments are made to Indemnitee for Expenses, judgments, fines or
penalties pursuant to this Agreement, an additional payment (the "Gross Up
Amount") such that after payment of all taxes, if any, on payments so made,
including the amount of the Gross Up Amount, Indemnitee retains an amount equal
to the amount to be received.


        8.     
Limitation on Indemnification. No payment pursuant to this
Agreement shall be made by the Corporation:


               
(a)     to indemnify or advance funds to Indemnitee
for Expenses with respect to Proceedings initiated or brought or joined in
voluntarily by Indemnitee and not by way of defense, except with respect to
Proceedings brought to establish or enforce a right to indemnification or
advancement of Expenses under this Agreement or as otherwise required by New
York law, but such indemnification or advancement of Expenses may be provided by
the Corporation in specific cases if the Board of Directors finds it to be
appropriate;


               
(b)     to indemnify Indemnitee for any Expenses,
judgments, fines or penalties sustained in any Proceeding for which payment is
actually made to Indemnitee under a valid and collectible insurance policy,
except in respect of any excess beyond the amount of payment under such
insurance;


               
(c)     to indemnify Indemnitee for any Expenses,
judgments, fines or penalties sustained in any Proceeding for an accounting of
profits made from the purchase or sale by Indemnitee of securities of the
Corporation pursuant to the provisions of § 16(b) of the Securities Exchange Act
of 1934, the rules and regulations promulgated thereunder and amendments thereto
or similar provisions of any federal, state, or local statutory law; or


               
(d)     if a court of competent jurisdiction finally
determines that such payment hereunder is unlawful.


        9.     
Indemnification Hereunder Not Exclusive. The
indemnification and advancement of Expenses provided by this Agreement shall not
be deemed exclusive of any other rights to which indemnitee may be entitled
under the Certificate of Incorporation or the By-Laws of the Corporation, any
agreement, any vote of stockholders or disinterested Directors, the Business
Corporation Law of the State of New York, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. To the extent the provisions of this Agreement conflict with the
provisions regarding indemnification and advancement of Expenses in the By-Laws
of the Corporation, this Agreement will control. The indemnification
provided by this Agreement shall continue as to Indemnitee even though he or she
may have ceased to be a director, officer or key employee and shall inure to the
benefit of the heirs and personal representatives of Indemnitee.


        10.     
Partial Indemnification. If Indemnitee is entitled under
any provision of this Agreement to indemnification by the Corporation for a
portion of the Expenses, judgments, fines or penalties actually and reasonably
incurred by him or her in any Proceeding but not, however, for the total amount
thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion
of such Expenses, judgments, fines or penalties to which Indemnitee is entitled.


        11.     
Indemnification of Indemnitee's Estate. Notwithstanding any other
provision of this Agreement, and regardless whether indemnification of the
Indemnitee would be permitted and/or required under this Agreement, if the
Indemnitee is deceased, the Corporation shall indemnify and hold harmless the
Indemnitee's estate, spouse, heirs, administrators, personal representatives and
executors (collectively the "Indemnitee's Estate") against, and the Corporation
shall assume, any and all claims, damages, Expenses, penalties, judgments and
fines actually incurred by the Indemnitee or the Indemnitee's Estate in
connection with the investigation, defense, settlement or appeal of any
Proceeding. Indemnification of the Indemnitee's Estate pursuant to this Section
11 shall be mandatory and not require any determination or finding that the
Indemnitee's conduct satisfied a particular standard of conduct.


        12.     
Spousal Indemnification. The indemnifications, benefits and
obligations of this Agreement shall extend to the spouse of an Indemnitee in the
event that the spouse is made a party to a Proceeding or collection, execution
or enforcement efforts arising from a Proceeding. 


        13.     
Limitation of Actions and Release of Claims. No proceeding shall
be brought and no cause of action shall be asserted by or on behalf of the
Corporation or any subsidiary against the Indemnitee, his or her spouse, heirs,
estate, executors or administrators after the expiration of one year from the
act or omission of the Indemnitee upon which such proceeding is based; however,
in a case where the Indemnitee fraudulently conceals the facts underlying such
cause of action, no proceeding shall be brought and no cause of action shall be
asserted after the expiration of one year from the earlier of (i) the date the
Corporation or any subsidiary of the Corporation discovers such facts, or (ii)
the date the Corporation or any subsidiary of the Corporation could have
discovered such facts by the exercise of reasonable diligence. Any claim or
cause of action of the Corporation or any subsidiary of the Corporation,
including claims predicated upon the act or omission of the Indemnitee, shall be
extinguished and deemed released unless asserted by filing of a legal action
within such period. This section shall not apply to any cause of action which
has accrued on the date hereof and of which the indemnitee is aware on the date
hereof, but as to which the Corporation has no actual knowledge apart from the
Indemnitee's knowledge.


        14.     
Maintenance of Liability Insurance.


               
(a)     The Corporation hereby covenants and agrees
that, as long as Indemnitee continues to serve as a director, officer or key
employee of the Corporation and thereafter as long as Indemnitee may be subject
to any Proceeding, the Corporation, subject to subsection (c) below, shall
maintain in full force and effect directors' and officers' liability insurance
("D&O Insurance") in reasonable amounts from established and reputable insurers.


               
(b)     In all D&O Insurance policies, Indemnitee
shall be named as an insured in such a manner as to provide the Indemnitee the
same rights and benefits as are accorded to the most favorably insured of the
Corporation's directors and officers.


               
(c)     Notwithstanding the foregoing, the
Corporation shall have no obligation to obtain or maintain D&O Insurance if the
Corporation determines in good faith that such insurance is not reasonably
available, the premium costs for such insurance are disproportionate to the
amount of coverage provided, the coverage provided by such insurance is so
limited by exclusions that it provides an insufficient benefit, or Indemnitee is
covered by similar insurance maintained by a subsidiary of the Corporation.


        15.     
Savings Clause. If this Agreement or any portion hereof is
invalidated on any ground by any court of competent jurisdiction, the
Corporation shall nevertheless indemnify Indemnitee to the extent permitted by
any applicable portion of this Agreement that has not been invalidated or by any
other applicable law.


        16.     
Notice. Indemnitee shall, as a condition precedent to his
or her right to be indemnified under this Agreement, give to the Corporation
notice in writing as soon as practicable of any Proceeding for which indemnity
will or could be sought under this Agreement. Notice to the Corporation shall be
directed to Moog Inc., Jamison Road, East Aurora, New York 14052, Attention:
Corporate Secretary (or such other address as the Corporation shall designate in
writing to Indemnitee). Notice shall be deemed received three days after the
date postmarked if sent by prepaid mail, properly addressed. In addition,
Indemnitee shall give the Corporation such information and cooperation as it may
reasonably require and as shall be within Indemnitee's power.


        17.     
Counterparts. This Agreement may be executed in any number
of counterparts, all of which shall be deemed to constitute one and the same
instrument.


        18.     
Applicable Law. This Agreement shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York


        19.     
Successors and Assigns. This Agreement shall be binding
upon the Corporation and its successors and assigns.


        20.     
Amendments. No amendment, waiver, modification,
termination, or cancellation of this Agreement shall be effective unless in
writing signed by both parties hereto. The indemnification rights afforded to
Indemnitee hereby are contract rights and may not be diminished, eliminated, or
otherwise affected by amendments to the Certificate of Incorporation or Bylaws
of the Corporation or by other agreements.


        21.     
Cessation of Employment. The benefits of this Agreement shall
extend to and include officers, directors and key employees of the Corporation
who retire or cease their employment with the Corporation.


        22.     
Prior Agreements. This Agreement replaces and supersedes all prior
agreements including, without limitation, the 1987 Indemnity Agreement for such
of the Indemnitees who were parties to that Agreement.


        23.     
Cooperation and Interest. The Corporation shall cooperate in good
faith with the Indemnitee and use its best efforts to ensure that the Indemnitee
is indemnified and/or reimbursed for liabilities described in this Agreement to
the fullest extent permitted by law.


        24.     
Effective Date. The provisions of this Agreement shall cover
claims, actions, suits and proceedings, whether now pending or hereafter
commenced, and shall be retroactive to cover acts or omissions or alleged acts
or omissions which heretofore have taken place.

               
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and signed as of the day and year first above written.

	Attest: 	 	Moog Inc.
	
    

 
	 	By:	 
	Secretary 	 	 	 	Name:

    Title:
		 	 
	

 	 	 
	 	 	Indemnitee





Schedule of Indemnitees


Robert Brady

Richard Aubrecht

Robert Maskrey

Robert Banta

Joe Green

Philip Hubbell

Stephen Huckvale

Martin Berardi

Warren Johnson

Jay Hennig

Lawrence Ball

Donald Fishback

Timothy Balkin

Maureen Athoe

Eric Burghardt

Gary Parks

Jeffrey Flippin

Raymond Boushie

James Gray

John Hendrick

Kraig Kayser

Brian Lipke

Albert Myers