Exhibit 10.17


CURTISS-WRIGHT CORPORATION

RETIREMENT PLAN

As Amended and Restated effective January 1, 2001


SEVENTEENTH INSTRUMENT OF AMENDMENT


Recitals: 


	
  

 	
  

 
	
 1.

 	
 Curtiss-Wright Corporation
 (“the Company”) has heretofore adopted the Curtiss-Wright Corporation
 Retirement Plan (“the Plan”). 

 
	
  

 	
  

 
	
 2.

 	
 The Company caused the
 Plan to be amended and restated in its entirety, effective as of January 1,
 2001, and has since caused the Plan to be further amended. 

 
	
  

 	
  

 
	
 3.

 	
 Subsequent to the most
 recent amendment of the Plan, it has become necessary to further amend the
 Plan to update the factors used in the calculation of certain lump sum
 payments and certain annuities under the CWC Component and the EMD Component
 of the Plan. 

 
	
  

 	
  

 
	
 4.

 	
 Articles 12.01 and 12.02
 of the Plan permit the Company to amend the Plan, by written instrument, at
 any time and from time to time. 

 



Amendment: 


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


The CWC component of the Plan
is amended, effective January 1, 2008, in the following respects: 


	
  

 	
  

 
	
 1.

 	
 Section 1.01 is amended by
 adding the following new language to the end thereof, to read as follows: 

 
	
  

 	
  

 
	
  

 	
 “Notwithstanding the
 foregoing, in calculating the amount of a lump sum payment with an Annuity
 Starting Date on or after January 1, 2008, in no event shall the lump sum
 payment be less than the lump sum amount determined on the basis of the IRS
 Interest Rate and the IRS Mortality Table in accordance with the terms of the
 Plan as in effect on December 31, 2007.”

 
	
  

 	
  

 
	
 2.

 	
 Section 1.22 is amended by
 adding at the end thereof, the following new sentence: 

 
	
  

 	
  

 
	
  

 	
 “Effective as of January
1, 2008, “IRS Interest Rate” means the annual rate of interest prescribed
under Section 417(e)(3)(C) of the Code (as in effect on and after the first
day of the 2008 Plan Year), as determined for the first full calendar month
preceding the applicable Stability Period.” 

 
	
  

 	
  

 
	
 3.

 	
 Section 1.23 is amended by
 adding at the end thereof, the following new sentence: 

 













	
  

 	
  

 
	
  

 	
 “Effective as of January
1, 2008, “IRS Mortality Table” means the mortality table prescribed in
Section 417(e)(3)(B) of the Code (as in effect on and after the first day of
the 2008 Plan Year), for the first day of the applicable Stability Period.” 

 
	
  

 	
  

 
	
 4.

 	
 Section 7.01 is amended by
 adding at the end thereof the following new sentence: 

 
	
  

 	
  

 
	
  

 	
 “Notwithstanding any
 provision hereof to the contrary, if a Participant is permitted, in
 accordance with Section 7.02, to elect to receive a benefit in the form of a
 lump sum payment, then in no event shall a Participant’s benefit, as payable
 in the normal form determined in accordance with this Section 7.01, be less
 than the Actuarial Equivalent of the lump sum amount payable to the
 Participant in accordance with Section 7.02(b).”

 



The EMD component of the
Plan is amended, effective January 1, 2008, in the following respects: 


	
  

 	
  

 	
  

 
	
 1.

 	
 Section 10 is amended by
 inserting, immediately following Subsection 10.B thereof, the following new
 Subsection 10.B1:

 
	
  

 	
  

 
	
  

 	
 “B.1.

 	
 Notwithstanding any
 provision hereof to the contrary, if a Participant is permitted, in
 accordance with Section 10C, to elect to receive a benefit in the form of a
 lump sum payment, then in no event shall the Participant’s benefit, as
 payable in the normal form determined in accordance with Subsection 10A or
 10B above, be less than the actuarial equivalent, determined on the basis of
 the IRS Interest Rate and the IRS Mortality Table (as those terms are defined
 in Subsection 10.J), of the lump sum amount payable to the Participant in
 accordance with Section 10C.” 

 



Except to the extent amended
by this Instrument of Amendment, the Plan shall remain in full force and
effect. 


IN WITNESS WHEREOF, this
amendment has been executed on this 31st day of December 2009. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Curtiss-Wright Corporation

 Administrative Committee

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Date: