Exhibit 10.23 


CURTISS-WRIGHT CORPORATION 

SAVINGS & INVESTMENT PLAN


As Amended and Restated effective January 1, 2001


THIRTEENTH INSTRUMENT OF AMENDMENT


Recitals:



	
  

 	
  

 
	
 1.

 	
 Curtiss-Wright Corporation
 (“the Company”) has heretofore adopted the Curtiss-Wright Corporation Savings
 & Investment Plan (“the Plan”). 

 
	
  

 	
  

 
	
 2.

 	
 The Company caused the
 Plan to be amended and restated in its entirety, effective as of January 1,
 2001, in order to maintain the Plan’s compliance with the requirements of the
 Internal Revenue Code (“the Code”) and applicable regulations thereunder, and
 caused the Plan, as so amended and restated, to be submitted to the Internal
 Revenue Service (“IRS”), pursuant to Rev. Proc. 2001-6, for a determination
 that the Plan is a qualified plan, within the meaning of Sec. 401 of the
 Code. 

 
	
  

 	
  

 
	
 3.

 	
 Subsequent to the most
 recent amendment and restatement of the Plan, it has become necessary to
 further amend the Plan to implement an Eligible Automatic Contribution
 Arrangement effective January 1, 2009; and to add Roth 401(k) provisions
 effective January 1, 2010. 

 
	
  

 	
  

 
	
 4.

 	
 Section 12.01(a) of the
 Plan permits the Company to amend the Plan, by written instrument, at any
 time and from time to time, by action of the Board. 

 



Amendments
to the Plan: 


For the reasons set forth in
the Recitals to this Instrument of Amendment, the Plan is hereby amended in the
following respects, to be effective as specified herein: 


1. Article 1 is amended, effective January 1,
2009, by inserting, immediately after Section 1.15, the following new Section
1.15A to read as follows: 


	
  

 	
  

 
	
  

 	
 “1.15A ‘Automatic Deferred Cash Contribution’
 means amounts contributed pursuant to Section 3.01B.” 

 



2. Article 1 is amended,
effective January 1, 2009, by inserting, immediately after Section 1.31, the
following new Section 1.31A to read as follows:  


	
  

 	
  

 
	
  

 	
 “1.31A ‘Covered Member’ means any eligible
 Employee who is covered by the Automatic Contribution Arrangement under
 Section 3.01B.” 

 


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3. Article 2 is amended, effective January 1,
2009, by adding a new Section 2.06 to read as follows: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “2.06

 	
 Automatic
 Membership. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Notwithstanding any
 provision of the Plan to the contrary, any eligible Employee (as provided
 under Section 2.01(d)), and unless otherwise excluded under paragraph
 2.06(c), whose date of hire, rehire or acquisition is on or after January 1,
 2009 and who has not made an affirmative election to become a Member (or
 affirmatively declined to become a Member) pursuant to Section 2.02 shall
 become a Covered Member on the first Enrollment Date which is on or about 45
 days after his or her date of hire, rehire or acquisition, or the date he or
 she actually completes 1,000 hours (if applicable, pursuant to Section
 2.01(d). 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Notwithstanding any
 provision of the Plan to the contrary, any eligible Employee whose date of
 hire, rehire or acquisition is on or before December 31, 2008 and who has not
 affirmatively elected to become a Member (or affirmatively declined to become
 a Member) pursuant to Section 2.02 shall become a Covered Member on the first
 Enrollment Date which is on or about 45 days after January 1, 2010. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 (i)

 	
 Notwithstanding any
 provision of the Plan to contrary, any employee of Curtiss-Wright Controls is
 not eligible to become a Covered Member under (b) above. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Notwithstanding any
 provision of the Plan to the contrary, any eligible Employee who is employed
 by Metal Improvement Company whose date of hire, rehire or acquisition is on
 or after January 1, 2010 and who has not made an affirmative election to
 become a Member (or affirmatively declined to become a Member) pursuant to
 Section 2.02 shall become a Covered Member on the first Enrollment Date which
 is on or about 45 days after his or her date of hire, rehire or acquisition,
 or the date he or she actually completes 1,000 hours (if applicable, pursuant
 to Section 2.01(d). Any eligible Employee who is employed by Metal
 Improvement Company whose date of hire, rehire or acquisition is before
 January 1, 2010 shall not be eligible to become a Covered Member.” 

 



4. Article 3 is amended, effective January 1,
2009, by inserting, immediately after Section 3.01A, the following new Section
3.01B to read as follows: 


          “3.01B Automatic Contribution Arrangement. 


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Automatic Deferred Cash
 Contributions will be made on behalf of Covered Members who do not have an
 affirmative election in effect regarding Deferred Cash Contributions. The
 amount of Automatic Deferred Cash Contributions made for a Covered Member
 each pay period is equal to 3% multiplied by the Covered Member’s
 Compensation for that pay period. 

 


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 (b)

 	
 A Covered Member will have
 a reasonable opportunity after receipt of the notice required described in
 (d) below to make an affirmative election regarding Deferred Cash
 Contributions (either to have no Deferred Cash Contributions made or to have
 a different amount of Deferred Cash Contributions made) before Automatic
 Deferred Cash Contributions are made on the Covered Member’s behalf.
 Automatic Deferred Cash Contributions being made on behalf of a Covered
 Member will cease as soon as administratively feasible after the Covered
 Member makes an affirmative election. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Automatic Deferred Cash
 Contributions will be reduced or stopped to meet the limitations under
 Sections 401(a)(17), 402(g) and 415 of the Code and to satisfy any suspension
 period required after a hardship distribution. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 At least 30 days, but not
 more than 90 days, before the beginning of the Plan Year, the Employer will
 provide each Covered Member a comprehensive notice of the Member’s rights and
 obligations under this Automatic Contribution Arrangement, written in a
 manner calculated to be understood by the average Covered Member. If an
 eligible Employee becomes a Covered Member after the 90th day
 before the beginning of the Plan Year and does not receive the notice for
 that reason, the notice will be provided within a reasonable period of time
 and in accordance with Section 1.414(w)-1 of the Income Tax Regulations. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The notice must accurately
 describe:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 The amount of Automatic
 Deferred Cash Contributions that will be made on the Covered Member’s behalf
 in the absence of an affirmative election; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 The Covered Member’s right
 to elect to have no Deferred Cash Contributions made on his or her behalf or
 to have a different amount of Deferred Cash Contributions made; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 How Automatic Deferred
 Cash Contributions will be invested in the absence of the investment
 instructions; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv) 

 	
 The Covered Member’s right
 to make a withdrawal of Automatic Deferred Cash Contributions and the
 procedures for making such a withdrawal.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 No later than 75 days
 after the recordkeeper first receives a Covered Member’s Automatic Deferred
 Cash Contribution, the Covered Member may request a distribution of his or
 her Automatic Deferred Cash Contributions. In no event may a Covered Member
 request a distribution of his or her Automatic Deferred Cash Contributions
 later than 90 days after Automatic 

 


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 Deferred Cash
 Contributions are first withheld from a Covered Member’s pay. No spousal
 consent is required for such a withdrawal. The amount to be distributed from
 the Plan upon the Covered Member’s request is equal to the amount of
 Automatic Deferred Cash Contributions made through the earlier of (i) the pay
 date for the second payroll period that begins after the Covered Member’s
 withdrawal request and (ii) the first pay date that occurs after 30 days
 after the Covered Member’s request, adjusted to reflect any investment gains
 or losses attributable to those contributions through the date of
 distribution. Any fee charged to the Covered Member for the withdrawal may
 not be greater than any other fee charged for a cash distribution. Unless the
 Covered Member affirmatively elects otherwise, any withdrawal request will be
 treated as an affirmative election to stop having Automatic Deferred Cash
 Contributions made on the Covered Member’s behalf as of the date specified
 above. 

 
	
  

 	
  

 
	
  

 	
 Automatic Deferred Cash
 Contributions distributed pursuant to this paragraph (e) are not counted
 towards the dollar limitation on Deferred Cash Contributions contained in
 Section 402(g) of the Code, nor for the Actual Deferral Percentage test.” 

 



5. Article 9 is amended, effective January 1,
2009, to add the following new Section 9.10 to read as follows:


	
  

 	
  

 
	
  

 	
 “9.10 Worker, Retiree, and Employer Recovery Act of
 2008 

 
	
  

 	
  

 
	
  

 	
 Notwithstanding any
 provision of the Plan to the contrary. a Member who has terminated employment
 and who would, but for the enactment of the Worker, Retiree, and Employer
 Recovery Act of 2008, be required to take a distribution of his Vested
 Account pursuant to Sections 9.04 and 9.07 during the Plan Year beginning on
 January 1, 2009, may elect to receive a single lump sum payment of all or a
 portion of his entire Vested Account. Such distribution shall not be
 considered a minimum distribution payment under Section 401(a)(9) of the Code
 if made on or before December 31, 2009.”

 



6. Article 1, Section 1.01 is amended,
effective as of January 1, 2010, by inserting, immediately after the phrase
“the Catch-Up Account” the new phrase “the Roth Deferred Cash Contribution
Account”. 


7. Article 1 is amended, effective January 1,
2010, by inserting, immediately after Section 1.36, the following new Sections
1.36A and 1.36B: 


	
  

 	
  

 
	
  

 	
 “1.36A‘Roth Deferred Cash Contribution Account’
 means the account credited with the Roth Deferred Cash Contributions made on
 a Member’s behalf and earnings on those contributions.” 

 
	
  

 	
  

 
	
  

 	
 1.36B
‘Roth Deferred Cash Contribution’ means amounts contributed pursuant to
Section 3.01C that are (a) designated irrevocably by the Participant at the
time the election is made as a Roth Deferred Cash Contribution that is being
made in lieu of all or a portion of the Deferred  

 


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 Cash Contributions the
 Participant is otherwise eligible to make under the Plan; and (b) treated by
 the Employer as includible in the Participant’s income at the time the
 Participant would have received that amount in cash if the Participant had
 not made an election.” 

 



8. Article 2, Section 2.02(a) is amended,
effective January 1, 2010, to read as follows: 


	
  

 	
  

 
	
  

 	
 “(a) designates the
 percentage of Compensation he wishes to contribute under the Plan under
 Section 3.02 or makes the election described in Section 3.01, 3.01A or 3.01C,
 or any combination thereof.” 

 



9. Article 3 is amended, effective January 1,
2010, by adding by inserting, immediately after Section 3.01B, a new Section
3.01C to read as follows: 


	
  

 	
  

 	
  

 
	
  

 	
 “3.01C Roth Deferred Cash Contributions 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Effective January 1, 2010,
 a Participant may elect on his application filed under Section 2.02 to
 irrevocably designate Deferred Cash Contributions (under Section 3.01) as
 Roth Deferred Cash Contributions. Any Roth Deferred Cash Contributions shall
 be invested in one or more Investment Funds, as authorized by the Chairman of
 the Board of Directors or its designees, subject to (b) below. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The Plan will maintain a
 separate record of the amount of Roth Deferred Cash Contributions in each
 Participant’s account. Contributions and withdrawals of Roth Deferred Cash
 Contributions will be credited and debited to the Roth Deferred Cash
 Contribution Account maintained for each Participant. Gains, losses, and
 other credits or charges must be separately allocated on a reasonable and consistent
 basis to each Participant’s Roth Deferred Cash Contribution account and the
 Participant’s other accounts under the Plan. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 No contributions other
 than Roth Deferred Cash Contributions and properly attributable earnings will
 be credited to each Participant’s Roth Deferred Cash Contributions Account. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Unless specifically stated
 otherwise, Roth Deferred Cash Contributions will be treated as Deferred Cash
 Contributions for all purposes under the Plan, including hardship
 distributions under Section 7.03 and loans under Article 8. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 In the case of a
 distribution of excess contributions under Section 3.07, a Highly Compensated
 Employee may designate the extent to which the excess contribution is
 composed of Deferred Cash Contributions and Roth Deferred Cash Contributions
 but only to the extent such types of contributions were made for the year. If
 the Highly Compensated Employee does not designate which type of
 contributions are to be distributed, the Plan will distribute Deferred Cash
 Contributions first.” 

 


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10. Article 3 is amended, effective January 1,
2010, by adding the following new paragraph to the end of Section 3.04, to read
as follows: 


	
  

 	
  

 
	
  

 	
 “Effective January 1,
 2010, the Plan will also accept a rollover contribution to a Roth Deferred
 Cash Contribution Account only if it is a direct rollover from another Roth
 Deferred Cash Contribution Account under an applicable retirement plan
 described in Section 402A(e)(1) of the Code and only to the extent the
 rollover is permitted under the rules of Section 402(c) of the Code.” 

 



11. Article 7, Section 7.03(a) is amended,
effective January 1, 2010, to read as follows: 


	
  

 	
  

 
	
  

 	
 “(a) A Member who has
 withdrawn the total amount available for withdrawal under the preceding
 Sections of this Article may, subject to Section 7.04, elect to withdraw not
 more than once in a Plan Year all or part of the Deferred Cash Contributions
 (including Catch-Up Contributions and Roth Deferred Cash Contributions) made
 on his behalf to his Deferred Account (his Catch-Up Account and his Roth
 Deferred Cash Contribution Account) upon furnishing proof of Hardship
 satisfactory to the Committee.” 

 



12. Article 9 is amended, effective January 1,
2010, to add the following new flush paragraph to the end of Section 9.08 to
read as follows: 


	
  

 	
  

 
	
  

 	
 “Notwithstanding the
 above, a direct rollover of a distribution from a Roth Deferred Cash
 Contribution Account will only be made to another Roth Deferred Cash
 Contribution Account under an applicable retirement plan described in Section
 402A(e)(1) of the Code or to a Roth IRA described in Section 408A of the
 Code, and only to the extent the rollover is permitted under the rules of
 Section 402(c) of the Code.” 

 



IN WITNESS WHEREOF, this
amendment has been executed on this _____ day of _______, 2009. 


CURTISS-WRIGHT CORPORATION 

SAVINGS & INVESTMENT PLAN 

ADMINISTRATIVE COMMITTEE 


	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 


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