Exhibit 10.18


CURTISS-WRIGHT CORPORATION

SAVINGS AND INVESTMENT PLAN

As Amended and Restated effective January 1, 2001


FOURTH 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. The
 Plan has been amended from time to time since that date.


	
 

	
 


	
3.

	
Subsequent to the most recent
 amendment of the Plan, it has become necessary to further amend the Plan to
 take account of changes to permit rollovers of outstanding loan notes from
 401(k) Plans that exist at companies that are subsequently acquired by the
 Company. 


	
 

	
 


	
4.

	
Section 12.01 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 Administrative Committee. 





Amendment 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 of April 17, 2006:


	
 

	
 


	
1.

	
Section 3.04 of the Plan is
 amended by adding the following paragraph at the end thereof: 


	
 

	
 


	
 

	
Notwithstanding any provision of
 this section 3.04 to the contrary and subject to the terms of Article 8, in
 the event an individual who becomes an Employee of an Employer (as defined in
 Section 1.19 of the Plan) on or after April 17, 2006 and who immediately
 prior to that date was employed by a business entity acquired by the Company
 or one of its affiliates (an “Acquired Employee”), and has no more than two
 loans outstanding under the former 401(k) Plan, the Plan shall accept a
 direct loan rollover of such outstanding loan notes, provided the loans are
 not in default as of the date of transfer. Further, in accordance with the
 rules set forth by the Committee, such individual may not receive a new loan
 or increase the outstanding loan(s) under the terms of the Plan until such
 individual’s rolled over loans have been repaid in full or otherwise
 distributed to the individual. Under the terms of the Plan, Members may have
 a maximum of 





1






	
 

	
 


	
 

	
one outstanding loan, unless
 and only if a Member is an Acquired Employee involved in a trust to trust
 transfer or a direct loan rollover as mentioned above in which case the
 Acquired Employee may have a maximum of two outstanding loans until such
 rolled over loans are repaid in full or distributed to the individual.


	
 

	
 


	
 

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







2






CURTISS-WRIGHT CORPORATION

SAVINGS & INVESTMENT PLAN

As Amended and Restated effective January 1, 2001


FIFTH 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.

	
The Plan has been further amended from time to time. 


	
 

	
 


	
4.

	
It has become necessary to further amend the Plan to
 reflect certain provisions of the Economic Growth and Tax Relief
 Reconciliation Act of 2001 (“EGTRRA”).


	
 

	
 


	
5.

	
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 Administrative Committee. 





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.

	
Section 1.06 is amended, effective as of January 1, 2002,
 to read as follows:


	
 

	
 


	
 

	
1.06 “Annual Dollar
 Limit” means $200,000, as adjusted from time to time for cost of
 living in accordance with Section 401(a)(17)(B) of the Code.


	
 

	
 


	
2.

	
Section 1.14 is amended, effective as of January 1, 2002,
 by adding the following sentence at the end thereof:


	
 

	
 


	
 

	
Before-tax amounts rolled over from an eligible deferred
 compensation plan under Section 457(b) of the Code which is maintained by a
 state, political subdivision of a state, or any agency or instrumentality of
 a state or political subdivision of a state shall be accounted for separately
 within the Deferred Account.


	
 

	
 


	
3.

	
Section 3.04 is amended, effective as of January 1, 2002,
 to read as follows:





1






	
 

	
 

	
 


	
 

	
3.04

	
Rollover Contributions. 


	
 

	
 

	
 


	
 

	
Without regard to any limitations on contributions set
 forth in this Article 3, the Plan may accept from or on behalf of a Member
 who is then an Employee, a Rollover Contribution in cash, consisting of any
 amount, excluding after-tax amounts and amounts received as a spousal
 beneficiary, previously received (or deemed to be received) by him from an
 “eligible retirement plan.” Such Rollover Contributions shall be subject to
 the following:








	
 

	
 

	
 

	
 


	
 

	
(a)

	
For purposes of this Section, “eligible retirement plan”
 means, effective after December 31, 2001:


	
 

	
 

	
 


	
 

	
 

	
(i)

	
a qualified plan described in Section 401(a) of the Code;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
an annuity plan described in Section 403(a) of the Code;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
an individual retirement account or individual retirement
 annuity of the Member described in Section 408(a) or 408(b) of the Code which
 contains only amounts that were originally distributed from a qualified plan
 described in Section 401(a) or 403(a) of the Code (i.e., a “conduit IRA”);


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
an annuity contract described in Section 403(b) of the
 Code; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
an eligible plan under Section 457(b) of the Code which is
 maintained by a state, a political subdivision of a state, or an agency or
 instrumentality of a state or political subdivision of a state.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
Such Rollover Contribution may be received in either of
 the following ways:


	
 

	
 

	
 


	
 

	
 

	
(i)

	
The Plan may accept such amount as a direct rollover of an
 eligible rollover distribution from an eligible retirement plan; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
The Plan may accept such amount directly from the Member
 provided such amount:








	
 

	
 

	
 

	
 


	
 

	
 

	
(A)

	
was distributed to the Member by an eligible retirement
 plan;


	
 

	
 

	
 

	
 


	
 

	
 

	
(B)

	
is received by the Plan on or before the 60th
 day after the day it was received by the Member; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(C)

	
would otherwise be includible in gross income.


	
 

	
 

	
 

	
 


	
 

	
 

	
Notwithstanding subparagraph (B) above, the Committee may
 accept a Rollover Contribution more than 60 days after the amount was
 received by the Member provided the Member has received from the Secretary of
 the Treasury a waiver of the 60-day requirement, pursuant to Section
 402(c)(3)(B) of the Code.





2






	
 

	
 

	
 

	
 


	
 

	
(c)

	
Notwithstanding paragraphs (a) and (b) above, the Plan may
 accept on behalf of a Member who is then an Employee before-tax amounts that
 are either:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
contributed by the Member on or before the 60th
 day after the day such amounts were received by the Member from an individual
 retirement account or individual retirement annuity of the Member described
 in Section 408(a) or 408(b), respectively, of the Code, or


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
are directly rolled over from such individual retirement
 account or individual retirement annuity of the Member.


	
 

	
 

	
 

	
 


	
 

	
Notwithstanding the foregoing, the Plan shall not accept
 any amount unless such amount is eligible to be rolled over to a qualified
 trust in accordance with applicable law and the Member provides evidence
 satisfactory to the Committee that such amount qualified for rollover
 treatment.








	
 

	
 

	
 

	
 

	
 


	
4.

	
Section 9.04 is amended, effective as of January 1, 2002,
 by deleting paragraph (b) and by inserting new paragraphs (b) and (c) to read
 as follows:


	
 

	
 


	
 

	
(b)

	
In the event a Member in active service is required to
 begin receiving payments while in service under the provisions of
 paragraph (a) above, the Member may elect to receive payments while in
 service in accordance with option (i) or (ii), as follows:


	
 

	
 

	
 


	
 

	
 

	
(i)

	
A Member may receive one lump sum payment on or before the
 Member’s required beginning date equal to his entire Account balance and annual
 lump sum payments thereafter of amounts accrued during each calendar year; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
A Member may receive annual payments of the minimum amount
 necessary to satisfy the minimum distribution requirements of
 Section 401(a)(9) of the Code. With respect to distribution calendar
 years commencing on and after January 1, 2002, such minimum amount shall be
 the lesser of:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
the quotient obtained by dividing the Member’s Accounts by
 the distribution period in the Uniform Lifetime Table set forth in Section
 1.401(a)(9)-9 of the Treasury regulations, using the Member’s age as of the
 Member’s birthday in the distribution calendar year; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
if the Member’s sole designated beneficiary for the
 distribution calendar year is the Member’s spouse, the quotient obtained by
 dividing the Member’s Accounts by the number in the Joint and Last Survivor
 Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using
 the Member’s and spouse’s attained ages as of the Member’s and the spouse’s
 birthdays in the distribution calendar year.





3






	
 

	
 

	
 


	
 

	
 

	
An election under this Section shall be made by a Member
 by giving written notice to the Committee within the 90-day period prior to his
 required beginning date. The amount of the withdrawal shall be allocated
 between the Investment Funds in proportion to the value of the Member’s
 Accounts as of the date of each withdrawal from which amounts are withdrawn.
 The commencement of payments under this Section shall not constitute an
 Annuity Starting Date for purposes of Sections 72, 401(a)(11), and 417
 of the Code. Upon the Member’s subsequent termination of employment, payment
 of the Member’s Accounts shall be made in accordance with the provisions of
 Section 9.02. In the event a Member fails to make an election under this
 Section, payment shall be made in accordance with clause (ii) above.








	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
For purposes of paragraph (b) above, the following
 definitions apply:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
“Designated beneficiary” means the individual who is
 designated as the Beneficiary and is the designated beneficiary under Section
 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4 of the Treasury
 regulations.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
“Distribution calendar year” means a calendar year for
 which a minimum distribution is required. The first distribution calendar
 year is the calendar year in which the applicable Member in active service
 attains age 701⁄2. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
“Life expectancy” means life expectancy as computed by use
 of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury
 regulations.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
“Member’s Accounts” means the balance of the Member’s
 Accounts as of the last Valuation Date in the calendar year immediately
 preceding the distribution calendar year (“valuation calendar year”)
 increased by the amount of contributions made and allocated or forfeitures
 allocated to the Member’s Accounts as of dates in the valuation calendar year
 after such last Valuation Date and decreased by distributions made in the
 valuation calendar year after such last Valuation Date. The Member’s Accounts
 for the valuation calendar year includes any amounts rolled over or
 transferred to the Plan either in the valuation calendar year or in the
 distribution calendar year if distributed or transferred in the valuation
 calendar year.


	
 

	
 


	
 

	
Required minimum distributions will be determined under
 paragraph (b) above beginning with the first distribution calendar year and
 up to and including the distribution calendar year that includes the Member’s
 date of death.







	
 

	
 


	
5.

	
Section 9.07 is amended, effective as of January 1, 2002,
 by deleting the last sentence thereof and inserting in its place the
 following sentence:


	
 

	
 


	
 

	
With respect to distributions made for distribution
 calendar years beginning on and after January 1, 2002, the Plan will apply
 the minimum distribution requirements of Section 401(a)(9) of the Code in
 accordance with the regulations 





4






	
 

	
 


	
 

	
under Section 401(a)(9) that were issued April 17, 2002,
 as prescribed in Section 9.04.


	
 

	
 


	
6.

	
Section 9.08 is amended, effective as of January 1, 2002,
 in its entirety to read as follows:









	
 

	
 

	
 


	
 

	
9.08

	
Direct Rollover of Certain
 Distributions


	
 

	
 

	
 


	
 

	
Notwithstanding any provision of the Plan to the contrary
 that would otherwise limit a distributee’s election under this Section, a
 distributee may elect, at the time and in the manner prescribed by the
 Committee, to have any portion of an eligible rollover distribution paid
 directly to an eligible retirement plan specified by the distributee in a
 direct rollover. The following definitions apply to the terms used in this
 Section:








	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
“Eligible rollover distribution” means any distribution of
 all or any portion of the balance to the credit of the distributee, except
 that an eligible rollover distribution does not include:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
any distribution that is one of a series of substantially
 equal periodic payments (not less frequently than annually) made for the life
 (or life expectancy) of the distributee or the joint lives (or joint life
 expectancies) of the distributee and the distributee’s designated
 beneficiary, or for a specified period of ten years or more;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
any distribution to the extent such distribution is required
 under Section 401(a)(9) of the Code;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
after-tax amounts (determined without regard to the
 exclusion for net unrealized appreciation with respect to employer
 securities) unless such amount is rolled over or transferred to an individual
 retirement account or individual retirement annuity described in Section
 408(a) or 408(b) of the Code, respectively, or transferred to a defined
 contribution plan qualified under Section 401(a) of the Code that agrees to
 separately account for such amount; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
effective January 1, 2002, any in-service withdrawal that
 is made on account of hardship.


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
“Eligible retirement plan” means any of the following
 types of plans that accept the distributee’s eligible rollover distribution:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
a qualified plan described in Section 401(a) of the
 Code;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
an annuity plan described in Section 403(a) of the Code;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
an individual retirement account or individual retirement
 annuity described in Section 408(a) or 408(b) of the Code, respectively;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
effective January 1, 2002, an annuity contract described
 in Section 403(b) of the Code; and





5






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
effective January 1, 2002, an eligible plan under Section
 457(b) of the Code which is maintained by a state, political subdivision of a
 state, or any agency or instrumentality of a state or political subdivision
 of a state and which agrees to separately account for amounts transferred
 into such plan from this Plan. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
“Distributee” means an employee or former employee. In
 addition, the employee’s or former employee’s surviving spouse and the
 employee’s or former employee’s spouse or former spouse who is the alternate
 payee under a qualified domestic relations order as defined in
 Section 414(p) of the Code are distributees with regard to the interest
 of the spouse or former spouse; and


	
 

	
 

	
 

	
 

	
 


	
 

	
(d)

	
“Direct rollover” means a payment by the Plan to the
 eligible retirement plan specified by the distributee.”


	
 

	
 

	
 

	
 

	
 


	
7.

	
Section 13.05(a)(iii) is amended, effective as of January
 1, 2002, to read as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
(iii)

	
“key employee” means any employee or former employee
 (including any deceased employee) who at any time during the Plan Year that
 includes the applicable determination date was an officer of an Employer or
 an Affiliated Employer having Statutory Compensation greater than $130,000
 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning
 after December 31, 2002), a 5-percent owner (as defined in Section
 416(i)(1)(B)(i) of the Code) of an Employer or an Affiliated Employer, or a
 1-percent owner (as defined in Section 416(i)(1)(B)(ii) of the Code) of an
 Employer or an Affiliated Employer having Statutory Compensation greater than
 $150,000. The determination of who is a key employee shall be made in
 accordance with Section 416(i) of the Code and the applicable regulations and
 other guidance of general applicability issued thereunder.


	
 

	
 

	
 

	
 

	
 


	
8.

	
Section 13.05(a)(vi) is amended, effective as of January
 1, 2002, by adding the words “(including plans that terminated within the
 five-year period ending on the applicable determination date)” after the
 words “Affiliated Employer.”


	
 

	
 


	
9.

	
Section 13.05(b) is amended, effective as of January 1,
 2002, to read as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
For purposes of this Section, the Plan shall be
 “top-heavy” with respect to any Plan Year if as of the applicable
 determination date the top-heavy ratio exceeds 60 percent. The top-heavy
 ratio shall be determined as of the applicable Valuation Date in accordance
 with Sections 416(g)(3) and 416(g)(4)(B) of the Code and Article 5
 of this Plan and shall take into account any contributions made after the
 applicable Valuation Date but before the last day of the Plan Year in which
 the applicable Valuation Date occurs. The determination of whether the Plan
 is top-heavy is subject to the following:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
the Accounts under the Plan will be combined with the
 account balances or the present value of accrued benefits under each other
 plan in the required aggregation group and, in the Employer’s discretion, may
 be combined with the account





6






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
balances or the present value of accrued benefits
 under any other qualified plan in the permissive aggregation group;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
the Accounts for an employee as of the applicable
 determination date shall be increased by the distributions made with respect
 to the employee under the Plan and any plan aggregated with the Plan under
 Section 416(g)(2) of the Code during the one-year period (five-year period in
 the case of a distribution made for a reason other than severance from
 employment, death, or disability) ending on the applicable determination
 date;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
distributions under any plan that terminated within the
 five-year period ending on the applicable determination date shall be taken
 into account if such plan contained key employees and, therefore, would have
 been part of the required aggregation group; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
if an individual has not performed services for the
 Employer or an Affiliated Employer at any time during the one-year period
 ending on the applicable determination date, such individual’s accounts and
 the present value of his accrued benefits shall not be taken into account.


	
 

	
 

	
 

	
 


	
10.

	
Section 13.05(c) is amended, effective as of January 1,
 2002, by deleting from the first sentence thereof the words “the Plan Year
 (and not needed to meet the contribution percentage test set forth in Section
 3.08)”, and by inserting in their place the words “and Appendix A, if
 applicable, for the Plan Year”, and by deleting the words “Sections 3.01 and
 3.03” in the second sentence thereof and inserting in their place the words
 “Sections 3.01, 3.03 and Appendix A, if applicable,”


	
 

	
 


	
11.

	
Paragraph 3(b) of Appendix A is amended, effective as of
 January 1, 2002, by revising the vesting schedule to read as follows:








	
 

	
 

	
 

	
 


	
Years of service

 for Vesting

	
 

	
Vested Percentage


	
0

	
 

	
0

	
%


	
2

	
 

	
20

	
%


	
3

	
 

	
40

	
%


	
4

	
 

	
60

	
%


	
5

	
 

	
80

	
%


	
6

	
 

	
100

	
%





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


7






CURTISS-WRIGHT CORPORATION

SAVINGS & INVESTMENT PLAN

As Amended and Restated effective January 1, 2001


SIXTH 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.

	
The Plan was further amended by the Fifth Instrument of
 Amendment.


	
 

	
 


	
4.

	
It has become necessary to further amend the Plan to
 conform to the Katrina Emergency Tax Relief Act of 2005 (“KETRA”), final
 Internal Revenue Code 401(k) and (m) regulations, and other regulations. 


	
 

	
 


	
5.

	
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.          Section
 7.03(c)(i) is
 amended, effective as of January 1, 2006, by deleting the subparagraphs (A),
 (B), (C), (D), and (E) under (i) and inserting in lieu thereof the following
 new subparagraphs (A), (B), (C), (D), (E), (F), and (G):








	
 

	
 

	
 


	
 

	
“(A)

	
expenses for (or necessary to obtain) medical care that
 would be deductible under Section 213(d) of the Code (determined without
 regard to whether the expenses exceed 7.5 percent of adjusted gross income);


	
 

	
 

	
 


	
 

	
(B)

	
costs directly related to the purchase of a principal
 residence of the Member (excluding mortgage payments);


	
 

	
 

	
 


	
 

	
(C)

	
payment of tuition and related educational fees, and room
 and board expenses, for the next 12 months of post-secondary 





1






	
 

	
 

	
 


	
 

	
 

	
education of the Member, his spouse, children or
 dependents (as defined in Section 152 of the Code and determined without
 regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code);


	
 

	
 

	
 


	
 

	
(D)

	
payment of amounts necessary to prevent eviction of the
 Member from his principal residence or to avoid foreclosure on the
 mortgage of his principal residence;


	
 

	
 

	
 


	
 

	
(E)

	
payments for burial or funeral expenses for the Member’s
 deceased parent, spouse, children or dependents (as defined in Section 152 of
 the Code and without regard to Section 152(d)(1)(B) of the Code);


	
 

	
 

	
 


	
 

	
(F)

	
expenses for the repair of damages to the Member’s
 principal residence that would qualify for the casualty deduction under
 Section 165 of the Code (determined without regard to whether the loss
 exceeds 10 percent of the Member’s adjusted gross income); or


	
 

	
 

	
 


	
 

	
(G)

	
Any other circumstance or circumstances that may be
 prescribed or allowed by the Code, or Treasury Regulations thereunder.”








	
 

	
 


	
2.          Section
 7.03(d)(i)(C) is amended, effective as of January 1, 2006, by deleting subparagraph
 (C) and inserting in lieu thereof the following new subparagraph (C):








	
 

	
 

	
 


	
 

	
“(C)

	
by cessation of Deferred Cash Contributions, Catch-Up
 Contributions, and After-Tax Contributions; or”








	
 

	
 


	
3.

	
Effective
 as of August 1, 2005, the Plan shall be amended by adding at the end
 thereof the following new Article 14, to read in its
 entirety as follows:





“ARTICLE 14

Hurricane Katrina Relief


	
 

	
 


	
 

	
This Article 14 establishes the
 provisions applicable to individuals affected by Hurricane Katrina. It is
 intended that such provisions shall be
 applied and interpreted in accordance with the provisions of the
 Katrina Emergency Tax Relief Act of 2005 (‘KETRA’) or any subsequent guidance
 from the Internal Revenue Service or Department of Labor interpreting KETRA.


	
 

	
 


	
 

	
          14.01
 Qualified Individual. (a) A ‘Qualified
 Individual’ is a Member whose principal residence on August 28, 2005 was
 located in one of the Hurricane Katrina designated disaster areas as so
 designated for purposes of KETRA (the ‘Affected Areas’) and who sustained an
 economic loss as a result of Hurricane Katrina.





2






	
 

	
 


	
 

	
                    (b) Other
 Katrina Members. A Member whose place of employment on August 29, 2005
 was in the Affected Areas, but not his principal residence.


	
 

	
 


	
 

	
                    (c) Family
 Members. Lineal ascendants, lineal descendants, dependents and spouses of
 Qualified Individuals or of Other Katrina Members.


	
 

	
 


	
 

	
          14.02
 Hurricane Katrina Distribution. (a) A qualified Hurricane Katrina
 distribution is a distribution made on or after August 25, 2005 and before
 January 1, 2007, to a Qualified Individual. The amounts available for qualified
 Hurricane Katrina distributions under the Plan
 include amounts attributable to Elective Deferrals, Qualified Nonelective
 Contributions, or Qualified Matching Contributions, notwithstanding the fact
 that a distribution may occur
 before an otherwise permitted distributable event.


	
 

	
 


	
 

	
                    (b)
 Amount of Distribution. The aggregate amount of qualified Hurricane
 Katrina distributions, taken by a Qualified Individual under this Section
 14.02(b), shall not exceed $100,000, in the aggregate, from all plans
 maintained by the Employer (and any member of any controlled group of the
 Employer which includes the Employer), including the aggregate amount of
 distributions recharacterized as qualified Hurricane Katrina distributions
 received by the individual for all prior taxable years.


	
 

	
 


	
 

	
                    (c)
 Other Distributions. Hardship distributions described in Section
 7.03(c) may be made to Plan Members on behalf of Other Katrina Members and
 Family Members on or after August 29, 2005 and no later than March 31,
 2006. Subsections 7.03(d)(ii)(B) and 14.02(b) hereof shall not apply to such
 distributions. Subsection 14.06 hereof shall apply to such distributions.


	
 

	
 


	
 

	
          14.03
 No Rollover Treatment. Qualified Hurricane
 Katrina distributions shall not be treated as eligible rollover distributions
 for purposes of Sections 401(a)(31), 402(f) and 3405 of the Code in regards
 to the requirements for direct transfer of eligible rollover distributions,
 tax notice and tax withholding requirements. 


	
 

	
 


	
 

	
          14.04
 Recontributions. (a) Distributions taken from the Plan, received by a
 Qualified Individual after February 28, 2005 and before August 29, 2005,
 intended for use to purchase or construct a principal residence in the
 Affected Areas may be recontributed to this Plan during the period beginning
 August 25, 2005 and ending on February 28, 2006, provided the residence is
 not purchased or constructed as a result of the damage caused by





3






	
 

	
 


	
 

	
Hurricane Katrina. Recontributed
 amounts shall be treated as Rollover Contributions pursuant to Section 3.04
 of the Plan. 


	
 

	
 


	
 

	
                    (b)
 If a Member receives a qualified Hurricane Katrina
 distribution, the Member may, pursuant to 101(c)(1) of KETRA, at any time
 during the three-year period beginning on the day after the date on which
 such distribution was received, make one or more contributions to the Plan in
 an aggregate amount not to exceed the amount of such distribution.
 Recontributed amounts shall be treated as Rollover Contributions pursuant to
 Section 3.04 of the Plan. 


	
 

	
 


	
 

	
          14.05
 Loan Amount. (a) Notwithstanding the otherwise applicable
 provisions set forth in Section 8.01(a) of the Plan, Plan loans to Members
 who are Qualified Individuals that are
 made after September 23, 2005 and before January 1, 2007, shall not exceed
 one hundred percent (100%) of the total vested accrued benefits of the Member
 under the Plan as of the date of the loan. Any such amount may be secured by
 up to 100% of the Member’s vested Account balance in the Trust Fund. In no event shall the amount of any loan to
 any such Member exceed $100,000 (reduced by the highest outstanding loan
 balance during the one-year period ending on the day before the loan was made
 over the outstanding balance of loans from the Plan on the day the loan was
 made). The maximum number of loans outstanding that any Member is permitted
 to have in accordance with the Member Loan Procedures shall not be
 increased as a result of the provisions of this subsection.


	
 

	
 


	
 

	
                    (b)
 Repayment of Loans. A Member who is a Qualified Individual who has
 outstanding loans on or after August 25, 2005 with respect to which any
 repayment due date falls during the period beginning August 25, 2005 through
 December 31, 2006, may have such due date (or dates) delayed for one year.
 The suspension period shall be disregarded in determining the original five
 (5) year repayment date (or fifteen (15) year repayment date for principal
 residence loans). Loan payments must resume as soon as practicable after the
 end of the suspension period, and the term of the loan shall be extended by
 the duration of such suspension period. Repayments shall be appropriately
 adjusted with accrued interest to reflect the delay in the due date(s). 


	
 

	
 


	
 

	
          14.06
 Documentation requirements. The Plan will not be treated as failing to
 follow procedural requirements for Plan distributions or loans otherwise
 imposed by the terms of the Plan, when such requirements are disregarded for
 Katrina related purposes, provided, however, that the Plan Administrator makes a good-faith effort to comply with
such
 requirements. Notwithstanding the foregoing, the Plan Administrator
 shall make 





4






	
 

	
 


	
 

	
a reasonable attempt to assemble supporting documentation
 as soon as practical.”





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 _______, 2006. 






5






CURTISS-WRIGHT CORPORATION

SAVINGS & INVESTMENT PLAN

As Amended and Restated effective January 1, 2001


SEVENTH 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.

	
The Plan was
 further amended by the Sixth Instrument of Amendment. 


	
 

	
 


	
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. Section 1.17 is
 amended, effective January 1, 2007, by deleting the existing paragraph and
 replacing it with the following: 


	
 

	
 


	
 

	
“Earnings”
 means the amount of income to be returned with any excess deferrals, excess
 contributions, or excess aggregate contributions under Section 3.01,
 3.07, or 3.08 or 3.09. Income on excess deferrals and excess contributions
 shall be determined (a) by multiplying allocable gain or loss on the Deferred
 Account (excluding Catch-Up Contributions and income attributable to Catch-Up
 Contributions) for the Plan Year by a fraction, the numerator of which is the
 excess deferrals or excess contributions, as the case may be, for the Plan
 Year and the denominator of which is the Deferred Account balance at the end
 of the Plan Year, disregarding any income or loss occurring during the Plan Year,
 and (b) by adding to the amount determined under clause (a) 10 percent of the
 amount determined under clause (a) multiplied by the number of whole calendar
 months between the end of the Plan Year and the date of the distribution,
 counting the month of distribution if the distribution occurs after the 15th
 day of the month. Income on excess aggregate contributions shall be
 determined in a similar manner by substituting the sum of the allocable gain
 or loss on the 





1






	
 

	
 

	
 


	
 

	
Employer Account
 and Member Account for the Pre-Tax Account and Roth Account, and the excess
 aggregate contributions for the excess deferrals and excess contributions in
 the preceding sentence.”


	
 

	
 


	
2. Section 3.10(b) is amended, effective as of
 January 1, 2007, by deleting the first sentence and inserting in lieu thereof
 the following new sentence:


	
 


	
 

	
“If any Highly
 Compensated Employee is a member of another qualified plan of the Employer or
 an Affiliated Employer, including an employee stock ownership plan described
 in Section 4975(e)(7) of the Code but excluding any other qualified plan
 which must be mandatorily disaggregated under Section 410(b) of the
 Code, under which deferred cash contributions or matching contributions are
 made on behalf of the Highly Compensated Employee or under which the Highly
 Compensated Employee makes after-tax contributions, the Committee shall
 implement rules, which shall be uniformly applicable to all employees
 similarly situated, to take into account all such contributions for the
 Highly Compensated Employee made for the applicable Plan Year under all such
 plans in applying the limitations of Sections 3.07, 3.08 and 3.09.”


	
 

	
 


	
3. Section 3.10(d) is amended, effective as of
 January 1, 2007, by deleting the paragraph and inserting in lieu thereof the
 following new paragraph:


	
 

	
 

	
 


	
 

	
“(d)

	
The Employer may
 elect to use Deferred Cash Contributions to satisfy the tests described in
 Section 3.08 and 3.09, provided that the test described in
 Section 3.07 is met prior to such election and continues to be met
 following the Employer’s election to shift the application of those Deferred
 Cash Contributions from Section 3.07 to Section 3.08 and provided
 further that the tests described in Sections 3.08 and 3.09 are both performed
 on either a prior year testing method or a current year testing method.”


	
 

	
 

	
 


	
4. Section 3.10(e) is amended, effective as of
 January 1, 2007, by deleting the first sentence and inserting in lieu thereof
 the following new sentence:


	
 

	
 


	
 

	
“The Employer may
 authorize that special “qualified nonelective contributions” shall be made
 for a Plan Year, which shall be allocated in such amounts and to such
 Members, who are NonHighly Compensated Employees, as the Committee shall
 determine, provided such allocation procedure complies with the applicable
 provisions of Treasury Regulation Section 1.401(k)-2(a)(6).”


	
 

	
 


	
5. Section 3.13(a) is amended, effective as of
 January 1, 2007, by deleting the paragraph and inserting in lieu thereof the
 following new paragraph:


	
 

	
 

	
 


	
 

	
“(a)

	
Notwithstanding
 any provision of this Plan to the contrary, contributions, benefits, and
 service credit with respect to qualified uniformed service duty will be
 provided in accordance with Section 414(u) of the Code. Without regard to any
 limitations on contributions set forth in this Article 3, a Member who
 is reemployed on or after October 14, 1994 and is credited with Vesting
 Service under the provisions of Section 1.44(b) 





2






	
 

	
 

	
 


	
 

	
 

	
because of a
 period of service in the uniformed services of the United States may elect to
 contribute to the Plan the Deferred Cash Contributions (including Catch-Up
 Contributions) and/or After-Tax Contributions that could have been
 contributed to the Plan in accordance with the provisions of the Plan had he
 remained continuously employed by the Employer throughout such period of
 absence (“make-up contributions”). For purposes of determining the amount of
 make-up contributions a Member may make, his Compensation for the period of
 absence shall be deemed to be the rate of
 Compensation he would have received had he remained employed as an Employee for
 that period or, if such rate is not reasonably certain, on the basis of the
 Member’s rate of compensation during the 12-month period immediately
 preceding such period of absence (or if shorter, the period of employment
 immediately preceding such period). Any Deferred Cash Contributions,
 Catch-Up Contributions, and/or After-Tax Contributions so determined shall be
 limited as provided in Sections 3.01, 3.02, 3.08, and 3.09 with respect
 to the Plan Year or Years to which such contributions relate rather than the
 Plan Year in which payment is made. The make-up contributions may be made
 over a period not to exceed three times the period of military leave or five
 years, if less, but in no event later than the Member’s termination of
 employment (unless he is subsequently rehired). The make-up period shall
 start on the later of: (i) the Member’s date of reemployment, or (ii) the
 date the Employer notifies the Employee of his rights under this
 Section. Earnings (or losses) on make-up contributions shall be credited
 commencing with the date the make-up contribution is made in accordance with
 the provisions of Article 4.


	
 


	
6. Section 6.03 is amended, effective as of January
 1, 2007 by deleting the last sentence of paragraph (a) and replacing it with
 the following sentence:


	
 


	
 

	
“(a)

	
If the amount of
 the Vested Portion of a Member’s Employer Account at the time of his
 termination of employment is zero and the Member had not at any time made
 Deferred Cash Contributions to the Plan, the Member shall be deemed to have
 received a distribution of such zero vested benefit.” 


	
 

	
 

	
 


	
7. Section 8.02(a) is amended, effective as of
 January 1, 2007, by deleting the subparagraphs (i), (ii), (iii), (iv), (v)
 and (vi) under (a) and inserting in lieu thereof the following new
 subparagraphs (i), (ii), (iii), (iv), (v) (vi), (vii) and (viii)








	
 

	
 

	
 


	
 

	
“(i)

	
An application for
 a loan by a Member shall be made in writing to the Committee, whose action in
 approving or disapproving the application shall be final. The Member shall
 certify in such application as to the existence and amount of any outstanding
 loans (including any loans deemed distributed) from any qualified plans
 maintained by the Employer and all Affiliated Employers.


	
 

	
 

	
 


	
 

	
(ii)

	
Each loan shall be
 evidenced by a promissory note payable to the Plan. 





3






	
 

	
 

	
 


	
 

	
(iii)

	
The period of
 repayment for any loan shall be arrived at by mutual agreement between the
 Committee and the Member, but that period shall not exceed five years unless
 the loan is to be used in conjunction with the purchase of the principal
 residence of the Member, in which case that period shall not exceed 15 years,
 or unless the provisions of subparagraph (iv) provide otherwise.


	
 

	
 

	
 


	
 

	
(iv)

	
If a Member with
 an outstanding loan takes an authorized leave of absence without pay or
 reduced pay that is less than the required loan payments, for reasons other
 than to enter the uniformed services of the United States, loan payments may
 be suspended at the request of the Member, for a period of up to 12 months or
 until the end of the term of the loan, if earlier. Upon a Member’s
 reemployment from the leave of absence, the Member shall resume payments
 either in the same amount as before the leave with the full balance due upon
 the expiration of the repayment period or by reamortizing the loan in
 substantially level installments over the remaining term of the loan.


	
 

	
 

	
 


	
 

	
(v)

	
If a Member takes
 a leave of absence to enter the uniformed services of the United States, loan
 repayments shall be suspended during the period of leave, upon approval by
 the Committee or its designee. Upon the Member’s reemployment from the
 uniformed services, the period of repayment shall be extended by the number
 of months of the period of service in the uniformed services or, if greater,
 the number of months that would remain if the original loan term were five
 years plus the number of months in the period of absence; provided, however,
 if the Member incurs a termination of employment and requests a distribution
 pursuant to Article 9, the loan shall be canceled, and the outstanding loan
 balance shall be distributed pursuant to Article 9. If a Member enters the
 uniformed services of the United States, the interest rate applicable to the
 unpaid loan balance during the period of leave shall be reduced to 6%, in
 accordance with the Soldiers’ and Sailors’ Civil Relief Act of 1940. Upon a
 Member’s reemployment from the leave of absence, the Member shall resume
 payments either in the same amount as before the leave with the full balance
 due upon the expiration of the repayment period or by reamortizing the loan
 in substantially level installments over the remaining term of the loan.


	
 

	
 

	
 


	
 

	
(vi)

	
Payments of
 principal and interest will be made by payroll deductions or in a manner
 agreed to by the Member and the Committee in substantially level amounts, but
 no less frequently than quarterly, in an amount sufficient to amortize the
 loan over the repayment period. 


	
 

	
 

	
 


	
 

	
(vii)

	
A loan may be
 prepaid in full as of any date without penalty.





4






	
 

	
 

	
 


	
 

	
(viii)

	
Only one loan may
 be outstanding at any given time (unless an acquired employee rolls over
 outstanding loan balance(s) from his prior Plan, in which case two
 outstanding loans are permitted).”








	
 

	
 

	
 


	
8. Section
 9.03(c) is amended to read as follows:


	
 

	
 


	
 

	
“(c)

	
Notwithstanding
 the provisions of subsections (a) and (b), if the value of the Vested Portion
 of the Member’s Accounts is equal to or less than the applicable cash out
 amount, a lump sum payment shall automatically be made as soon as
 administratively practicable following the Member’s termination of
 employment. For purposes of this subsection, effective as of March 28, 2005,
 the applicable cash out amount shall be $1,000, including Rollover Contributions
 and earnings on those contributions. “


	
 

	
 

	
 


	
9. Section 12.01(b) is amended, effective as of
 January 1, 2007, by deleting the paragraph and inserting in lieu thereof the
 following new paragraph:


	
 

	
 


	
 

	
“(b)

	
Effective as of December
 31, 1997, amendments to the Plan that are required because of statute or
 rulings of a judicial body or are necessitated for administrative purposes,
 unless such administrative amendments have a material effect on the cost or
 benefit level of the Plan, shall be made by the Committee. Effective as of
 January 1, 2007, amendments to the Plan that reflect acquisitions shall be
 adopted by the Committee. All such amendments shall be submitted to the Board
 of Directors at their meeting following the adoption of such amendments.” 


	
 

	
 

	
 


	
10. Section 12.04(b) is amended, effective as of
 January 1, 2007, by deleting the paragraph and inserting in lieu thereof the
 following new paragraph:


	
 

	
 


	
 

	
“(b)

	
Upon termination
 of the Plan, Deferred Cash Contributions, with earnings thereon, shall only
 be distributed to Members if (i) neither the Employer nor an Affiliated
 Employer establishes or maintains a successor defined contribution plan and
 (ii) payment is made to the Members in the form of a lump sum distribution
 (as defined in Section 402(e)(4)(D) of the Code, without regard to
 subclauses (I) through (IV) of clause (i) thereof). For purposes of this
 paragraph, a “successor defined contribution plan” is a defined contribution
 plan (other than an employee stock ownership plan as defined in
 Section 4975(e)(7) or 409(a) of the Code (“ESOP”), a simplified employee
 pension as defined in Section 408(k) of the Code (“SEP”), a SIMPLE IRA
 plan as defined in Section 408(p) of the Code, a plan or contract that
 satisfies the requirements of Section 403(b) of the Code, or a plan that is
 described in Section 457(b) or (f)) which exists at the time the Plan is
 terminated or within the 12-month period beginning on the date all assets are
 distributed that accepts salary deferrals. However, in no event shall a
 defined contribution plan be deemed a successor plan if fewer than
 2 percent of the employees who are eligible to participate in the Plan
 at the time of its termination are or were eligible to participate under
 another defined contribution plan of the Employer or an Affiliated Employer
 (other than a plan excluded under the prior sentence) at any time during the
 period beginning 12 months before and ending 12 months after the date of the
 Plan’s termination.”





5






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 _______, 2007. 


 


6






CURTISS-WRIGHT CORPORATION

SAVINGS & INVESTMENT PLAN 

As Amended and Restated effective January 1, 2001


EIGHTH 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 take account of changes in applicable laws and regulations,
 and it is appropriate for the Board of Directors (“the Board”) to ratify and
 codify amendments heretofore adopted.


	
 

	
 


	
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, Section 1.26(b) is amended, effective as of January 1, 2007, by inserting, immediately
after the phrase “414(q)” a (5) so the phrase reads “414(q)(5)”.  


2. Article
9 is amended, effective as of April 1, 2007, by replacing 9.08(c) with the
following:  


	
 

	
 


	
 

	
“‘Designated Beneficiary’ means
 an Employee or former Employee. In addition, solely for purposes of paragraph
 (a) above, the Employee’s or former Employee’s surviving spouse, the
 Employee’s or former Employee’s spouse or former spouse who is the alternate
 payee under a qualified domestic relations order as defined in Section 414(p)
 of the Code are distributees with regard to the interest of the spouse or
 former spouse, or a non-spouse Beneficiary; and” 





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


1






IN WITNESS
WHEREOF, this amendment has been executed on this _____ day of _______,
2007. 


 


2






CURTISS-WRIGHT CORPORATION

SAVINGS & INVESTMENT PLAN 

As Amended and Restated effective January 1, 2001


NINTH 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 eliminate as of January 1, 2008 the discretionary matching
 contribution heretofore provided to Employees of Nova Machine Products
 Corporation.


	
 

	
 


	
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.

	
Appendix A, 17 is amended to add
 paragraph (i) effective January 1, 2008, as follows:


	
 

	
 

	
 


	
 

	
 

	
“Effective for plan years after
 December 31, 2007, the special contributions provided for in sub-paragraph
 (b) and described in sub-paragraph (c) of this parapgraph17 will no longer be
 provided. Sub-paragraphs (d) through (h) will remain in effect.





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


1






IN WITNESS
WHEREOF, this amendment has been executed on this _____ day of _______,
2007.  


 


2







CURTISS-WRIGHT CORPORATION

SAVINGS & INVESTMENT PLAN 

As Amended and Restated effective January 1, 2001


TENTH 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 for the merger of the IMC Magnetics 401(k) Plan into
 this Plan (the “Plan”).


	
 

	
 


	
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.

	
The IMC Magnetics 401(k)
 Plan shall be, and hereby is, merged into the Plan, effective July 1, 2008,
 with the surviving plan being the Plan.


	
 

	
 

	
 


	
 

	
2.

	
Section 9.08(b) is amended
 to permit rollover of an eligible rollover distribution as described in
 Section 9.08(a) to a Roth IRA under Section 408A of the Code, to an annuity
 contract described in Section 403(b) of the Code and a plan described in
 457(b) 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,” in the first sentence. 


	
 

	
 

	
 


	
 

	
3.

	
Appendix A is amended,
 effective as of January 1, 2008, by adding at the end thereof the following
 new Item 19:





1






	
 

	
 

	
 


	
 

	
19.

	
IMC
 Magnetics Corporation


	
 

	
 

	
Each former employee of
 IMC Magnetics Corporation who became an Employee as of August 31, 2007, shall
 be eligible to become a Member as of January 1, 2008, and shall remain
 eligible so long as he or she continues to satisfy the eligibility
 requirements.





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 _______, 2008. 


 


2






CURTISS-WRIGHT CORPORATION

SAVINGS & INVESTMENT PLAN


As Amended and Restated effective January 1, 2001


ELEVENTH 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 update the
 definition of Committee to reflect administrative practices and to comply
 with the final 415 regulations.


	
 

	
 


	
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 June 9, 2008:


	
 

	
 


	
1. Section 10.01
 is amended by deleting the term “Administration Committee” in the heading and
 in the first sentence and inserting the term “Administrative Committee”.


	
 

	
 


	
2. Section 10.02
 of the Plan is deleted in its entirety and replaced with the following:


	
 

	
 


	
 

	
The Administrative Committee (or its delegate) may act on
 the Company’s behalf as the sponsor and “named fiduciary” of the Plan with
 respect to Plan administrative matters. Acting on behalf of the Company, and
 subject to the terms of the Plan, the Trust Agreement and applicable
 resolutions of the Board, the Administrative Committee (or its delegate) has
 full and absolute discretion and authority to control and manage the
 operation and administration of the Plan, and to interpret and apply the
 terms of the Plan and the Trust Agreement. This full and absolute discretion
 and authority includes, but is not limited to, the power to:





1







	
 

	
 

	
 


	
 

	
a.

	
interpret, construe, and apply the provisions of the Plan
 and Trust Agreement, and any construction adopted by the Administrative
 Committee in good faith shall be final and binding;


	
 

	
 

	
 


	
 

	
b.

	
adopt Plan amendments that (1) are required by ERISA or
 other applicable law or regulation governing qualification of employee
 benefit plans, or are necessary for Plan administration, and which do not
 materially increase costs to the Plan or the Company or materially change
 Participants’ benefits under the Plan, (2) implement special rules in Section
 12.03 for acquisitions, sales, and other dispositions, or (3) clarify
 ambiguous or unclear Plan provisions; provided that such amendments will be
 made in writing and will be made according to procedures established by the
 Administrative Committee;


	
 

	
 

	
 


	
 

	
c.

	
review appeals from the denial of benefits;


	
 

	
 

	
 


	
 

	
d.

	
change or terminate the existing Investment Fund options
 offered under the Plan or establish additional Investment Fund options;


	
 

	
 

	
 


	
 

	
e.

	
appoint and dismiss Investment Managers (as described by
 section 3(38) of ERISA) and the Trustee;


	
 

	
 

	
 


	
 

	
f.

	
provide guidelines and directions to, and monitor the
 performance of, Investment Managers and the Trustee; and


	
 

	
 

	
 


	
 

	
g.

	
manage the cost and financial aspects of the Plan.


	
 

	
 

	
 


	
 

	
The Administrative Committee may employ, appoint, and
 dismiss advisors and advisory committees as the Administrative Committee
 deems necessary to carry out the provisions of the Plan and the Trust
 Agreement, including attorneys, accountants, actuaries, clerks, or other
 agents, and may delegate any of its authority and duties to such persons.


	
 

	
 


	
3. Section 10.12 of the
 Plan is deleted in its entirety and Section 10.13 (Claims Review Procedure)
 and Section 10.14 (Named Fiduciary) are renumbered as Section 10.12 and 10.13
 accordingly.


	
 


	
4. Section 3.11(c) is
 amended by adding the following sentences to the end thereof to read as
 follows, effective January 1, 2008:


	
 

	
 


	
 

	
“Effective January 1, 2008, remuneration shall also
 include amounts required to be recognized under the provisions of Section
 1.415(c)-2(e) of the Treasury regulations. Remuneration shall not exceed the
 Annual Dollar Limit.”


	
 

	
 


	
5. Section 3.11(e) is
 amended by adding the following to the end thereof to read as follows,
 effective January 1, 2008:


	
 

	
 


	
 

	
“Notwithstanding the foregoing, effective for Plan Years
 beginning on and after January 1, 2008, to the extent that the annual
 additions to a Member’s Accounts exceed the limitation set forth in paragraph
 (a), corrections shall be made in a 





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manner consistent with the provisions of the Employee
 Plans Compliance Resolution System as set forth in Revenue Procedure 2008-50
 or any subsequent guidance.”


	
 

	
 


	
6. Section 1.12 is
 amended by adding the following to the end of the second paragraph thereof to
 read as follows, effective January 1, 2009:


	
 

	
 


	
 

	
“Effective January 1, 2009, Compensation shall also
 include “differential wage payments” pursuant to the Heroes Earnings
 Assistance and Relief Tax Act of 2008.”


	
 

	
 


	
7. Section 6.02(b) is
 amended to delete the existing language and replace it as follows, effective
 January 1, 2009:


	
 

	
 


	
 

	
“(b) Notwithstanding the provisions of subsection (a), a
 Member shall be 100% vested in, and have a nonforfeitable right to, his
 Employer Account upon death (including death while performing qualified
 military service, pursuant to the Heroes Earnings Assistance and Relief Tax
 Act of 2008), Disability, or the attainment of his 65th birthday.”


	
 

	
 


	
8. A new Section 7.07
 is added to read as follows, effective January 1, 2009:


	
 

	
 


	
 

	
“7.07 Active Military Duty Withdrawals.


	
 

	
 


	
 

	
(a) A Member who is on active military duty for more than
 30 days may request a distribution of all or a portion of his or her Deferred
 Account.


	
 

	
 


	
 

	
(b) A Member who takes such a distribution shall be
 prohibited from making Deferred Cash Contributions and After-Tax
 Contributions to the Plan and all other plans of the Employer and Affiliated
 Employers under the terms of such plans or by means of an otherwise legally
 enforceable agreement for at least 6 months after receipt of the
 distribution.


	
 

	
 


	
 

	
(c) Any distribution made under this Section shall be
 subject to the additional tax on early distributions under Section 72(t) of
 the Code, unless the distribution is a “qualified reservist distribution” as
 that term is defined under the Heroes Earnings Assistance and Relief Tax Act
 of 2008.”





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 _______, 2008. 


 


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