EXHIBIT 10.2

                            WOODHEAD INDUSTRIES, INC.
                            -------------------------

                            MANAGEMENT INCENTIVE PLAN
                            -------------------------

                                Fiscal Year 2006
                                ----------------


1.       Purpose

The purpose of the Woodhead Industries, Inc. Management Incentive Plan ("The
Plan") is to provide incentive rewards to officers and key employees of the
Company and its subsidiaries who are in a position to make a substantial
contribution to the profitable growth of the Company.


2.       Definition of Terms

For the purpose of this Plan, the following terms shall have meanings as
follows:

         a)       Award means any cash payout made under the Plan.

         b)       Base Salary means the base salary at the end of the fiscal
                  year.

         c)       Business Region means a business region (North America, Europe
                  or Asia) within the Company for which separate financial
                  statements have been established to measure financial
                  performance.

         d)       Business Unit means a business unit for which separate
                  financial statements have been established to measure
                  financial performance.

         e)       Company means Woodhead Industries, Inc. and any of its
                  subsidiaries or affiliates whether now or hereafter
                  established.

         f)       Corporate Management Committee means a committee that shall be
                  composed of the Chief Executive Officer, the Chief Operating
                  Officer, the Chief Financial Officer, and the Vice President,
                  Human Resources, or other officers as designated by the Human
                  Resources Committee for the purpose of administering this
                  Plan.

         g)       Controllable Income from Operations means the total of the
                  Business Unit's or Business Region's net sales reduced by
                  total variable and fixed costs, operating expenses, and other
                  income and expenses, as set forth in the Company's internal
                  financial statements for the fiscal year. (For this purpose,
                  excluded from the determination of "Income from Operations"
                  are: Global management expense allocations, miscellaneous
                  income, expense and interest; Corporate G & A and interest
                  allocations; profit sharing; bonus; and income taxes).

         h)       Net Income means net income as certified by the Company's
                  independent accountants, Ernst and Young, LLP, and set forth
                  in the Woodhead Industries' public release of the final
                  audited results for the fiscal year.


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         i)       Participant means any employee of the Company designated by
                  the Corporate Management Committee to participate in the Plan
                  and approved by the Human Resources Committee.

         j)       Payment Date means the date incentive awards are paid. In no
                  event will such date be later than 30 days following public
                  release of the final audited results for the fiscal year.

         k)       Plan means the Management Incentive Plan as described in this
                  document.


3.       Administration

         a)       The Plan shall be administered by the Corporate Management
                  Committee under the general direction of the Human Resources
                  Committee of the Board of Directors. The Corporate Management
                  Committee shall have the responsibility to recommend
                  eligibility, incentive opportunity, performance measures, unit
                  weightings, plan amendments, and any other factors necessary
                  for the administration of the Plan subject to the review and
                  approval of the Human Resources Committee and the Board of
                  Directors. Further, any and all incentive Awards determined
                  under this Plan shall be reviewed and approved by the Human
                  Resources Committee.

         b)       No member of the Corporate Management Committee, the Human
                  Resources Committee, or the Board of Directors shall be
                  personally liable by reason of any contract or other
                  instrument executed by such member, or on such member's
                  behalf, in such member's capacity as a member of the Corporate
                  Management Committee, the Human Resources Committee, or the
                  Board of Directors nor for any mistake of judgment made in
                  good faith, and the Company shall indemnify and hold harmless
                  each member of the Corporate Management Committee, the Human
                  Resources Committee, the Board of Directors and each other
                  officer and employee to whom any duty or power relating to the
                  administration or interpretation of the Plan has been
                  delegated, against any cost or expense (including counsel
                  fees) or liability (including any sum paid in settlement of a
                  claim) arising out of any act or omission in connection with
                  the Plan unless arising out of such person's own fraud or bad
                  faith.


4.       Eligibility to Participate

         a)       Participation in the Plan shall be limited to officers and
                  other key employees of the Company and subsidiaries who have
                  been recommended by the Corporate Management Committee and
                  approved by the Human Resources Committee. Participants are
                  those employees in positions which enable them to make
                  significant contributions to the performance and growth of the
                  Company. Participants are those key employees designated by
                  title on Schedule A, Woodhead Industries, Management Incentive
                  Plan Participants.

         b)       If an employee is hired or promoted into a position during the
                  fiscal year which would qualify the employee for
                  participation, then the employee

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                  shall be eligible to receive such portion of an award or no
                  award for the fiscal year as the Human Resources Committee
                  shall determine.

         c)       Any participant additions and deletions to Schedule A must be
                  approved by the Human Resources Committee.


5.       Incentive Compensation Opportunity

         a)       The Corporate Management Committee shall establish for each
                  participant in the Plan a range of incentive compensation
                  expressed as a percentage of Base Salary and defined by the
                  position to which the participant is assigned, subject to the
                  review and approval of the Human Resources Committee.

         b)       The range of incentive opportunity shall have an established
                  threshold, target, operating plan, and maximum award for each
                  level of participation. Incentive opportunity for the Plan
                  participants is shown on Schedule B.

         c)       If an employee is promoted to a position that would generally
                  be eligible for a higher incentive Award, then the employee
                  shall be eligible to receive such portion of the higher Award
                  for the fiscal year as the Human Resources Committee shall
                  determine.


6.       Performance Measures and Performance Weights

         a)       Performance measures and weights have been established for all
                  participants in the Management Incentive Plan.

         b)       Four categories of performance measures have been established
                  for incentive plan purposes. These categories are:

                  1)       Corporate Performance - as measured by achievement in
                           Net Income at levels specified in Schedule D.

                  2)       Regional Business Performance - as measured by
                           achievement in Regional controllable Income from
                           Operations at levels specified in Schedule D.

                  3)       Business Unit Performance - as measured by
                           achievement in Business Unit Controllable Income from
                           Operations at levels specified in Schedule D.

                  4)       Individual Performance - as evaluated by the
                           Corporate Management Committee.

         c)       The standard performance weights for each category are listed
                  on Schedule C.


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7.       Performance Standards

         a)       Performance standards will be adopted by the Corporate
                  Management Committee annually for each of the performance
                  measures, subject to review and approval by the Human
                  Resources Committee of the Board.

         b)       The weight assigned to these standards will vary between the
                  Company and each Business Region and Business Unit. These
                  weights will be:


Organizational Unit           Standard                                   Weight
-------------------           --------                                   ------
Corporate              Corporate Net Income                               75%
                       Individual Goals                                   25%

Business Regions       Corporate Net Income                               25%
                       Regional Controllable Income from Operations       50%
                       Individual Goals                                   25%

Business Units         Corporate Net Income                               25%
                       Controllable Income from Operations                50%
                       Individual Goals                                   25%


8.       Calculation of Awards

For purposes of determining incentive awards, the minimum performance threshold
for Corporate net income must be achieved before any award may be paid to an
employee. Once this criterion is met, awards will be calculated as the weighted
average of the Award earned on each measure and will vary with performance
versus the levels set forth in Schedule D.

The final determination of Awards is subject to the review and approval of the
Human Resources Committee.


9.       Special Awards

The Chief Executive Officer may, at his discretion, approve special incentive
awards, not to exceed $25,000 in aggregate, to employees who are not
participants in the Plan, but whose outstanding achievement during the year
contributed significantly to Company results. Special incentive awards may only
be paid under the following conditions:

         a)       Nominations must be submitted in writing to the Corporate
                  Management Committee outlining the rationale for management's
                  recommendation.

         b)       No special incentive award payment shall exceed 10% of the
                  employee's base salary.

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10.      Extraordinary Events

The Human Resources Committee shall have the authority to make appropriate
adjustments in performance appraisals to reduce or eliminate the impact of
extraordinary items on such performance. For purposes of the Plan, extraordinary
items shall be defined as (1) any profit or loss attributable to acquisitions or
dispositions of stock or assets, (2) any changes in accounting standards or
treatments that may be required or permitted by the Financial Accounting
Standards Board or adopted by the Company or its subsidiaries after the goal is
established, (3) gains, losses or expenses for the year related to restructuring
charges for the Company or its subsidiaries, (4) gains, losses or expenses for
the year determined to be extraordinary or unusual in nature or infrequent in
occurrence or related to the disposal of a segment of a business, (5) all items
of gain, loss or expense for the year related to discontinued operations that do
not qualify as a segment of a business as defined in APB Opinion No. 30 (or
successor literature), and (6) such other items as may be prescribed by Section
162(m) of the Code and the treasury regulations thereunder as may be in effect
from time to time, and any amendments, revisions or successor provisions and any
changes thereto.


11.      Termination of Employment

         a)       If a participant voluntarily terminates or is terminated prior
                  to the Payment Date under the Plan, then the participant shall
                  not be entitled to receive any incentive Award under this
                  Plan.

         b)       In the event a participant shall die, become disabled or
                  retire before the payment date under the Plan, then the Human
                  Resources Committee may authorize payment of an Award to the
                  participant, participant's estate or beneficiary in such
                  amount as said Committee deems appropriate.


12.      Pro Rata Incentive Award

Notwithstanding any other provisions in this Plan (including section 15), in the
event of (i) a merger or consolidation of the Company in which the shareholders
of the Company immediately prior to such transaction do not own 50% or more of
the surviving company or (ii) a sale of all or substantially all of the assets
of the Company, during the fiscal year, a pro rata portion of a participant's
annual incentive award shall be awarded for the fiscal year in which said
merger, consolidation or sale of assets occurs. For purposes of this section,
Payment Date shall be deemed to occur upon the date said merger, consolidation
or sale of assets occurs and payment of the pro rata incentive award required
hereunder shall be paid as promptly as practicable following such date.

The pro rata incentive award shall be based on the Company's performance in the
year to date period at the time of the closing for said merger, consolidation or
sale of assets. In determining such pro rata award, the calculation of
performance shall be the year to date achievement of corporate net income as of
the last completed quarter.



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13.      Tax Withholding

The Company shall have the right to withhold from Base Salary or otherwise or to
cause the Participant (or the executor or administrator of his or her estate or
his or her distributee) to make payment of any federal, state, local, or foreign
taxes required to be withheld with respect to the distribution of any Awards.


14.      Miscellaneous Provisions

         a)       Binding Upon Successors - The obligations of the Company under
                  the Plan shall be binding upon any successor Company or
                  organization which shall succeed to substantially all of the
                  assets and business of the Company, and the term "Company"
                  whenever used in the Plan, shall mean and include any such
                  Company or organization after such succession.

         b)       No Employment Rights - No participant shall have any right to
                  be retained in the employ of the Company or its subsidiaries
                  by virtue of participation in the Plan.

         c)       Governing Law - The Plan shall be governed by and construed in
                  accordance with the laws of the State of Illinois.

15.      Amendment and Termination

         a)       The Board of Directors may amend the Plan at any time and from
                  time to time, without the consent of participants. Subject to
                  c) below, no such amendment shall divest any participant of
                  amounts which accrued under the Plan prior to the fiscal year
                  in which the amendment is made.

         b)       The Board of Directors may terminate the Plan at any time. No
                  termination shall affect any amounts that accrued in fiscal
                  years prior to the date of termination.

         c)       Notwithstanding anything in this section or Plan to the
                  contrary, the Board of Directors shall have the final
                  authority to grant, rescind or modify awards otherwise called
                  for by this Plan, when it deems such grant, rescission or
                  modification to be, in light of all relevant circumstances, in
                  the best interest of the shareholders.


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                            Woodhead Industries, Inc.
                            -------------------------

                                   Schedule A
                                   ----------


                                PARTICIPANT LIST
                                ----------------


                                Fiscal Year 2006
                                ----------------


46 Key management positions as approved by the Board of Directors on December 2,
2005, including the CEO and the four other most highly paid executive officer
positions.






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                            Woodhead Industries, Inc.
                            -------------------------

                                   Schedule B
                                   ----------



                       INCENTIVE COMPENSATION OPPORTUNITY
                       ----------------------------------



                                Percent of Salary
                                -----------------


                                                  OPERATING         MAXIMUM
                                                    PLAN           ("ALPHA")
 LEVEL     THRESHOLD AWARD    TARGET AWARD          AWARD            AWARD
 -----     ---------------    ------------        ---------        ---------
   6            25.0%            50.0%              75.0%           125.0%
   5            20.0%            40.0%              60.0%           100.0%
   4            15.0%            30.0%              45.0%            75.0%
   3            12.5%            25.0%              37.5%            62.5%
   2            10.0%            20.0%              30.0%            50.0%




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                            Woodhead Industries, Inc.
                            -------------------------

                                   Schedule C
                                   ----------



                          STANDARD PERFORMANCE WEIGHTS
                          ----------------------------



                                Percent of Award
                                ----------------

<TABLE>
<CAPTION>

                                                                         BUSINESS           BUSINESS
            UNIT                                      CORPORATE           REGION              UNIT             INDIVIDUAL
            ----                                      ---------           ------              ----             ----------

<S>                                                      <C>                <C>                <C>                <C>
Corporate                                                75%                                                      25%

North America (Excludes Software & Electronics)          25%                50%                                   25%

Europe                                                   25%                50%                                   25%
(Excludes Software & Electronics)

Asia                                                     25%                50%                                   25%

Software & Electronics                                   25%                                   50%                25%

Global Marketing (Physical Media)                        25%                25%                25%                25%
</TABLE>



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                                             Woodhead Industries, Inc.
                                             -------------------------

                                                    Schedule D
                                                    ----------

                                        PERFORMANCE THRESHOLDS AND MEASURES
                                        -----------------------------------


As approved by the Board of Directors on December 2, 2005.