Exhibit 10.15


CURTISS-WRIGHT CORPORATION

RETIREMENT PLAN

As Amended and Restated effective January 1, 2001


FOURTEENTH 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 for updates to Union benefit rates rollovers to Roth IRAs and to
 reflect new, accelerated vesting schedule for Union employees. 


	
 

	
 


	
4.

	
Sections 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 to the Plan:


For the reason set forth in the Recitals to this Instrument of
Amendment, the Plan is hereby amended in the following respects:


	
 

	
 

	
 

	
 

	
 


	
 

	
1.

	
Section 1.15 is
 amended to accelerate eligibility for an Early Retirement Benefit from five
 years of service to three years of service as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
The phrase “or
 three (3) Years of Credited Service, effective January 1, 2008” is inserted
 immediately following the phrase “at least five (5) Years of Credited
 Service”.


	
 

	
 

	
 

	
 

	
 


	
 

	
2.

	
The last sentence
 of Section 2.03(b) is amended to reflect the acceleration of eligibility for
 a disability pension from five vesting years of service to three vesting
 years of service as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
A Participant who is entitled to
 Disability Payments and who is credited with at least five Vesting Years of
 Service (three Vesting Years of Service effective January 1, 2008) may elect
 at any time by written advance application to the Committee to cease further
 accruals under the provisions of this paragraph (b) and in lieu thereof to
 commence receipt of payments under the applicable provisions of the Plan.


	
 

	
 

	
 

	
 

	
 


	
 

	
3.

	
Section 5.03 is
 amended by adding a new paragraph (vii) to the end thereof:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(vii)

	
For Participants who terminate
 employment after January 1, 2008, three Years of Vesting Service shall be
 substituted for five Years of Vesting Service in paragraphs (i), (iii), (iv)
 and (v) above. 





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4.

	
Section 7.08(b) is
 amended to permit rollover of an eligible rollover distribution as described
 in Section 7.08(a) to a Roth IRA under Section 408A of the Code as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
The phrase “a Roth
 individual retirement account described in Section 408A of the Code” is
 inserted immediately following the phrase “an annuity plan described in
 Section 403(a) of the Code,”.


	
 

	
 

	
 

	
 

	
 


	
 

	
5.

	
Section 9.01 is
 amended by adding a new paragraph (d) to the end thereof:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d) Effective
 January 1, 2008, each Employee to whom subsection (a) applies who, on or
 after September 15, 1952, shall have completed three (3) or more Years of
 Credited Service shall be a Participant, and after ceasing active Service,
 shall be entitled to receive a pension benefit under the Plan regardless of
 the number of years of participation before retirement age.


	
 

	
 

	
 

	
 

	
 


	
 

	
6.

	
Section 9.02(a) is
 amended to update benefits provided under certain Collective Bargaining
 Agreements as follows: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
a.

	
Paragraph
 9.02(a)(vi) is amended to update benefits provided to Metal Improvement
 Company, LLC-Columbus Division Section by adding the following sub-paragraph
 at the end thereof: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“(E)

	
With benefits
 commencing on or after January 1, 2009, $33.00 multiplied by his Years of
 Credited Service on or after January 1, 2009, or any pension payments due for
 months commencing after January 1, 2009.”


	
 

	
 

	
 

	
 


	
 

	
 

	
b.

	
Paragraph
 9.02(a)(ix) is amended to update benefits provided to Metal Improvement
 Company, LLC-Long Island Division Section by adding the following
 sub-paragraphs to the end thereof:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
“With benefits
 commencing on or after January 1, 2008, $12.00 multiplied by his years of
 credited service on or after January 1, 2008, for any pension payments due
 for months commencing on or after January 1, 2008.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
With benefits
 commencing on or after January 1, 2010, $15.00 multiplied by his years of
 credited service on or after January 1, 2010, for any pension payments due
 for months commencing on or after January 1, 2010.”


	
 

	
 

	
 

	
 

	
 


	
 

	
7.

	
Paragraph
 9.02(b)(i) is amended to accelerate eligibility for an Early Retirement
 Benefit from five years of service to three vesting years of service as
 follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
On or after January 1, 1989 any
 Participant described in Section 9.01 who has attained age fifty-five (55),
 but not age sixty-five (65), and who has five (5) or more Years of Credited
 Service (three (3) or more Years of Credited Service for purposes of vesting
 effective January 1, 2008) may retire at his option, and for 





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any such Participant who retires
 with benefits which first could commence on or after October 1, 1965, the
 monthly pension payable to him shall be either:


	
 

	
 

	
 

	
 

	
 


	
 

	
8.

	
Paragraph
 9.02(c)(i) is amended to accelerate eligibility for a Total and Permanent
 Disability Retirement benefit from five years of credited service to three
 vesting years of service:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
A Participant described in
 Section 9.01 with at least five (5) Years of Credited Service (three (3)
 Years of Credited Service for purposes of vesting effective January 1, 2008)
 who is actually at work for the Company or is on an Company-approved Leave of
 Absence on or after January 1, 1989, who subsequent to September 15, 1952
 becomes totally and permanently disabled prior to attaining age sixty-five
 (65), shall be eligible for a disability pension as hereinafter provided.


	
 

	
 

	
 

	
 

	
 


	
The following
 amendments are to the EMD component of the Plan (merged into the
 Curtiss-Wright Retirement Plan as of January 1, 2007). The numbering is that
 of the plan document covering the EMD component of the Plan.


	
 

	
 

	
 

	
 

	
 


	
 

	
9.

	
Section 10.K.3 is
 amended to permit rollover of an eligible rollover distribution as described
 in Section 10.K.2 to a Roth IRA under Section 408A of the Code as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“(i) an individual
 retirement account or individual retirement annuity described in
 section 408(a), 408(b) or 408A of the Code, respectively;”





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


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