Exhibit 10.18


CURTISS-WRIGHT CORPORATION

RETIREMENT PLAN

As Amended and Restated effective January
1, 2001


SIXTEENTH 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 amend the
 definition of Normal Retirement Age, to clarify that self-inflicted injuries
 are excluded from the definition of Total and Permanent Disability only to
 the extent that they are intentional, to update Schedule G4 for negotiated
 benefits for union employees at Target Rock Corporation, and to reflect
 recent acquisitions.

 
	
  

 	
  

 
	
 4.

 	
 Subsequent to the
 most recent amendment of the Plan, it has become necessary to further amend
 the EMD component of the Plan (merged into the Plan as of January 1, 2007) to
 clarify that the accelerated vesting schedule does not apply to the EMD
 component of the Plan, unless required under Section 411 of the Code.

 
	
  

 	
  

 
	
 5.

 	
 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 in the following respects:


	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 Section 1.30(b) is
 amended to accelerate eligibility for a Normal Retirement Benefit from the
 fifth anniversary of participation to the third anniversary of participation
 as follows:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “(b)

 	
 the fifth (5th)
 anniversary (the third (3rd) anniversary effective January 1, 2008) of the
 date as of which the Participant commenced employment.”

 
	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 Section 5.01(a) is
 amended in its entirety, effective January 1, 2008, to read as follows:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “(a)

 	
 Normal Retirement
 Benefit determined under Section 6.01.

 


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 Upon termination
 of Service prior to Normal Retirement Date, the interest of a Participant in
 that portion of his Normal Retirement Benefit that is determined in
 accordance with Section 6.01 shall be vested in accordance with the following
 schedule, based on the number of Vesting Years of Service of the Participant
 on the date of his termination of employment:

 






	
  

 	
  

 	
  

 
	
 IF VESTING YEARS OF

 SERVICE AS OF THE DATE OF

 TERMINATION EQUAL:

 	
  

 	
 THE PARTICIPANT’S

 NONFORFEITABLE

 PERCENTAGE IS:

 
	

 


 	
  

 	

 


 
	
 4 or less

 	
  

 	
 0%

 
	
 5 or more

 	
  

 	
 100%

 






	
  

 	
  

 
	
  

 	
 Effective January
 1, 2008, upon termination of Service prior to Normal Retirement Date, the
 interest of a Participant in that portion of his Normal Retirement Benefit
 that is determined in accordance with Section 6.01 shall be vested in
 accordance with the following schedule, based on the number of Vesting Years
 of Service of the Participant on the date of his termination of employment:

 






	
  

 	
  

 	
  

 
	
 IF VESTING YEARS OF

 SERVICE AS OF THE DATE OF

 TERMINATION EQUAL:

 	
  

 	
 THE PARTICIPANT’S

 NONFORFEITABLE

 PERCENTAGE IS:

 
	

 


 	
  

 	

 


 
	
 Less than 3

 	
  

 	
 0%

 
	
 3 or more

 	
  

 	
 100%”

 






	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 Section 5.01(b) is
 amended in its entirety, effective January 1, 2008, to read as follows:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “(b)

 	
 Normal Retirement
 Benefit derived from Cash Balance Account as determined under Article 4. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i) Participant
 employed prior to June 1, 1997:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Upon termination
 of Service prior to attaining his Normal Retirement Age, the interest of a
 Participant who commenced employment with an Employer or an Affiliated
 Employer prior to June 1, 1997 in the portion of his Normal Retirement
 Benefit that is derived from his Cash Balance Account, as determined in
 accordance with Article 4 shall be vested in accordance with the following
 schedule based on the number of Vesting Years of Service of the Participant
 on the date of his termination of Service:

 






	
  

 	
  

 	
  

 
	
 IF VESTING YEARS OF

 SERVICE AS OF THE DATE OF

 TERMINATION EQUAL:

 	
  

 	
 THE PARTICIPANT’S

 NONFORFEITABLE

 PERCENTAGE IS:

 
	

 


 	
  

 	

 


 
	
 1

 	
  

 	
 20%

 
	
 2

 	
  

 	
 40%

 
	
 3

 	
  

 	
 60%

 
	
 4

 	
  

 	
 80%

 
	
 5

 	
  

 	
 100%

 


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  (ii) Participant
 not employed prior to June 1, 1997:

 
	
  

 	
  

 
	
  

 	
 Upon termination
 of Service prior to attaining his Normal Retirement Age, the interest of a
 Participant who commenced employment with an Employer or an Affiliated
 Employer on or after June 1, 1997 in the portion of his Normal Retirement
 Benefit that is derived from his Cash Balance Account, as determined in
 accordance with Article 4 shall be vested in accordance with the following
 schedule based on the number of Vesting Years of Service of the Participant
 on the date of his termination of Service:

 






	
  

 	
  

 	
  

 
	
 IF VESTING YEARS OF

 SERVICE AS OF THE DATE OF

 TERMINATION EQUAL:

 	
  

 	
 THE PARTICIPANT’S

 NONFORFEITABLE

 PERCENTAGE IS:

 
	

 


 	
  

 	

 


 
	
 4 or less

 	
  

 	
 0%

 
	
 5 or more

 	
  

 	
 100%

 






	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 New Vesting
 Schedule Effective January 1, 2008:

 
	
  

 	
  

 	
  

 
	
  

 	
 Notwithstanding
 the above, upon termination of Service prior to attaining his Normal
 Retirement Age, the interest of a Participant in the portion of his Normal
 Retirement Benefit that is derived from his Cash Balance Account, as
 determined in accordance with Article 4 shall be vested in accordance with the
 following schedule based on the number of Vesting Years of Service of the
 Participant on the date of his termination of Service:

 






	
  

 	
  

 	
  

 
	
 IF VESTING YEARS OF

 SERVICE AS OF THE DATE OF

 TERMINATION EQUAL:

 	
  

 	
 THE PARTICIPANT’S

 NONFORFEITABLE

 PERCENTAGE IS:

 
	

 


 	
  

 	

 


 
	
 Less than 3

 	
  

 	
 0%

 
	
 3 or more

 	
  

 	
 100%”

 






	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 Section
 9.02(c)(ii) is amended in its entirety, effective January 1, 2009, to read as
 follows:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “(ii)

 	
 A Participant
 shall be deemed to be totally and permanently disabled, for purposes of this
 subsection when on the basis of medical evidence satisfactory to the Company
 he is found to be wholly and permanently prevented from engaging in any
 occupation or employment for wage or profit as a result of bodily injury or
 disease, either occupational or non-occupational in cause, provided, however,
 that no Employee shall be deemed to be totally and permanently disabled for
 the purposes of the Plan if his disability resulted from an intentional
 self-inflicted injury, or a hostile act of a foreign power, or resulted from
 service in the Armed Forces of any country, unless his benefits could first
 commence on or 

 


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 after January 1,
 1989, and he has accumulated five (5) Years of Credited Service since such
 hostile act or since leaving service in such Armed Forces.”

 






	
  

 	
  

 	
  

 
	
 5.

 	
 Schedule G4 is
 amended effective January 1, 2008, by adding, at the end of Item 7, the
 following new paragraphs:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “$30.00 multiplied
 by his years of credited service on or after January 1, 2004.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 $32.00 multiplied
 by his years of credited service on or after January 1, 2005.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 $34.00 multiplied
 by his years of credited service on or after January 1, 2006.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 $36.00 multiplied
 by his years of credited service on or after January 1, 2007.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 $38.00 multiplied
 by his years of credited service on or after January 1, 2008.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 $41.00 multiplied
 by his years of credited service on or after January 1, 2009.”

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Schedule J is
 amended to be updated for certain acquisitions of the Curtiss-Wright
 Corporation whose Employees are eligible to participate in this Plan:

 
	
  

 	
  

 
	
  

 	
 a.

 	
 Paragraph 34 is
 added effective January 16, 2009 to read as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “34.

 	
 Nu-Torque

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 Notwithstanding
 any provision in this Plan to the contrary, the following rules shall apply
 to an Employee hired on January 16, 2009 whose immediate prior service was
 with Nu-Torque and who was employed by such entity at such date:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (A)

 	
 Such an Employee
 shall be eligible to participate in the Plan as of his or her date of hire,
 and shall remain eligible so long as he or she continues to satisfy the
 eligibility requirements in Article 2.01(b)(i) and (ii), provided, however,
 that such an Employee shall not accrue any benefits under the Plan, except
 for benefits determined in accordance with Article 4.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (B)

 	
 For purposes of
 determining Vesting Years of Service, vesting service shall commence with his
 or her most recent date of hire with Nu-Torque immediately prior to its
 acquisition by Curtiss-Wright Corporation.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 Notwithstanding
 any provision in this Plan to the contrary, an Employee at the operations and
 facilities acquired by the Employer in its acquisition of Nu-Torque, who is
 not an Employee described in paragraph (a), shall be eligible to become a
 Participant in accordance with Article 2.01(b), but shall not accrue any
 benefits under the Plan, except for benefits determined in accordance with
 Article 4.”

 


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 b.

 	
 Paragraph 35 is
 added effective March 6, 2009 to read as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “35.

 	
 EST Group

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 Notwithstanding
 any provision in this Plan to the contrary, the following rules shall apply
 to an Employee hired on March 6, 2009 whose immediate prior service was with
 EST Group and who was employed by such entity at such date:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

 	
 Such an Employee
 shall be eligible to participate in the Plan as of July 1, 2009, and shall
 remain eligible so long as he or she continues to satisfy the eligibility
 requirements in Article 2.01(b)(i) and (ii), provided, however, that such an
 Employee shall not accrue any benefits under the Plan, except for benefits
 determined in accordance with Article 4.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

 	
 For purposes of
 determining Vesting Years of Service, vesting service shall commence with his
 or her most recent date of hire with EST Group immediately prior to its
 acquisition by Curtiss-Wright Corporation.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 Notwithstanding
 any provision in this Plan to the contrary, an Employee at the operations and
 facilities acquired by the Employer in its acquisition of EST Group, who is not
 an Employee described in paragraph (a), shall be eligible to become a
 Participant in accordance with Article 2.01(b), but shall not accrue any
 benefits under the Plan, except for benefits determined in accordance with
 Article 4.”

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Paragraph 36 is
 added effective May 15, 2009 to read as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “36.

 	
 Northeast
 Technology Corporation (NETCO)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 Notwithstanding
 any provision in this Plan to the contrary, the following rules shall apply
 to an Employee hired on May 15, 2009 whose immediate prior service was with
 Northeast Technology Corporation (NETCO) and who was employed by such entity
 at such date:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

 	
 Such an Employee
 shall be eligible to participate in the Plan as of his or her date of hire,
 and shall remain eligible so long as he or she continues to satisfy the
 eligibility requirements in Article 2.01(b)(i) and (ii), provided, however,
 that such an Employee shall not accrue any benefits under the Plan, except
 for benefits determined in accordance with Article 4.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

 	
 For purposes of
 determining Vesting Years of Service, vesting service shall commence with his
 or her most recent date of hire with Northeast Technology Corporation (NETCO)
 immediately prior to its acquisition by Curtiss-Wright Corporation.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 Notwithstanding
 any provision in this Plan to the contrary, an Employee at the operations and
 facilities acquired by the Employer in its acquisition of 

 


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 Northeast
 Technology Corporation (NETCO), who is not an Employee described in paragraph
 (a), shall be eligible to become a Participant in accordance with Article
 2.01(b), but shall not accrue any benefits under the Plan, except for
 benefits determined in accordance with Article 4.”

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Paragraph 37 is
 added effective June 19, 2009 to read as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “37.

 	
 Modumend, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (a)

 	
 Notwithstanding
 any provision in this Plan to the contrary, the following rules shall apply
 to an Employee hired on June 19, 2009 whose immediate prior service was with
 Modumend, Inc. and who was employed by such entity at such date:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (i)

 	
 Such an Employee
 shall be eligible to participate in the Plan as of his or her date of hire,
 and shall remain eligible so long as he or she continues to satisfy the
 eligibility requirements in Article 2.01(b)(i) and (ii), provided, however,
 that such an Employee shall not accrue any benefits under the Plan, except
 for benefits determined in accordance with Article 4.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (ii)

 	
 For purposes of
 determining Vesting Years of Service, vesting service shall commence with his
 or her most recent date of hire with Modumend, Inc. immediately prior to its
 acquisition by Curtiss-Wright Corporation.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (b)

 	
 Notwithstanding
 any provision in this Plan to the contrary, an Employee at the operations and
 facilities acquired by the Employer in its acquisition of Modumend, Inc., who
 is not an Employee described in paragraph (a), shall be eligible to become a
 Participant in accordance with Article 2.01(b), but shall not accrue any
 benefits under the Plan, except for benefits determined in accordance with
 Article 4.”

 



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


	
  

 	
  

 
	
 1.

 	
 Paragraph 29 of
 section 1 is amended in its entirety to read as follows:

 
	
  

 	
  

 
	
  

 	
 “‘Non-Vested
 Employee’ means an Employee who has less than 5 years of
 Eligibility Service. If the Employee is eligible for a Cash Balance benefit
 under Article 4 of the Curtiss-Wright Corporation Retirement Plan,
 ‘Non-Vested Employee’ means an Employee who has less than 3 years of
 Eligibility Service.”

 
	
  

 	
  

 
	
 2.

 	
 Paragraph 40 of
 Section 1 is amended in its entirety to read as follows:

 
	
  

 	
  

 
	
  

 	
 “‘Vested
 Employee’ means an Employee who has completed 5 years or more of
 Eligibility Service, or a former Employee who satisfied the vesting
 requirements of the Plan or the Predecessor Plan which were in effect at the
 time he ceased to accrue Eligibility Service, provided this sentence shall be
 effective September 1, 1988. If the Employee is eligible for a Cash Balance
 benefit under Article 4 of the Curtiss-Wright 

 


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 Corporation
 Retirement Plan, ‘Vested Employee’ means an Employee who has completed 3
 years or more of Eligibility Service.”

 



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 _____ day
of ____________________, 2009. 


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Curtiss-Wright
 Corporation

 
	
  

 	
  

 	
 Administrative
 Committee

 
	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Date:

 	

 


 


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