Exhibit 10.29 


CURTISS-WRIGHT ELECTRO-MECHANICAL
DIVISION

SAVINGS PLAN


FOURTH Instrument of Amendment


Recitals:


	
 

	
 


	
1.

	
Curtiss-Wright
 Corporation (“Curtiss-Wright” or “the Company”) has established the
 Curtiss-Wright Electro-Mechanical Division Savings Plan (“the Plan”), a
 qualified retirement plan that meets the requirements of Section 401(a) of
 the Internal Revenue Code (“the Code”) and that includes a cash or deferred
 arrangement within the meaning of Section 401(k) of the Code, which Plan was
 effective as of January 1, 2004.


	
 

	
 


	
2.

	
The Company has
 caused the Plan to be submitted to the Internal Revenue Service, pursuant to
 Rev. Proc. 2003-6, and has requested the Internal Revenue Service to
 determine that the Plan is a qualified plan, within the meaning of Sec. 401
 of the Code.


	
 

	
 


	
3.

	
The Plan was
 further amended by the Third Amendment.


	
 

	
 


	
4.

	
It has become
 necessary to further amend the Plan to conform to the final Internal Revenue
 Service 401(k) and (m) regulations.


	
 

	
 


	
5.

	
Sections XII.1 and
 XIV.2(b) of the Plan permit the Company to amend the Plan, by written
 instrument, at any time and from time to time, by action of the
 Administrative Committee.





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 VIII. 2. is amended, effective as of January
1, 2006, by deleting the subparagraphs (a), (b), (c), (d), (e), (f) and (g) 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 Participant
 (excluding mortgage payments);


	
 

	
 

	
 


	
 

	
(c)

	
payment of tuition
 and related educational fees, and room and board expenses, for the next 12
 months of post-secondary education of the Participant, 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 Participant from his principal residence or
 to avoid foreclosure on the mortgage of his principal residence;


	
 

	
 

	
 


	
 

	
(e)

	
payments for
 burial or funeral expenses for the Participant’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 Participant’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 Participant’s adjusted
 gross income); or


	
 

	
 

	
 


	
 

	
(g)

	
the inability of
 the Participant to meet such other expenses, debts, or other obligations
 recognized by the Internal Revenue Service as giving rise to immediate and
 heavy financial need for purposes of Section 401(k) of the Code.”





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. 


 









CURTISS-WRIGHT ELECTRO-MECHANICAL
DIVISION

SAVINGS PLAN


FIFTH Instrument of Amendment


Recitals:


	
 

	
 


	
1.

	
Curtiss-Wright
 Corporation (“Curtiss-Wright” or “the Company”) has established the
 Curtiss-Wright Electro-Mechanical Division Savings Plan (“the Plan”), a
 qualified retirement plan that meets the requirements of Section 401(a) of
 the Internal Revenue Code (“the Code”) and that includes a cash or deferred
 arrangement within the meaning of Section 401(k) of the Code, which Plan was
 effective as of January 1, 2004.


	
 

	
 


	
2.

	
The Company has
 caused the Plan to be submitted to the Internal Revenue Service, pursuant to
 Rev. Proc. 2003-6, and has requested the Internal Revenue Service to
 determine that the Plan is a qualified plan, within the meaning of Sec. 401
 of the Code.


	
 

	
 


	
3.

	
The Plan was
 further amended by the Fourth Amendment.


	
 

	
 


	
4.

	
It has become
 necessary to further amend the Plan to conform to the final Internal Revenue
 Service 401(k) and (m) regulations.


	
 

	
 


	
5.

	
Sections XII.1 and
 XIV.2(b) of the Plan permit the Company to amend the Plan, by written
 instrument, at any time and from time to time, by action of the
 Administrative Committee.





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 I.4 is
amended, effective as of January 1, 2007, by deleting the existing paragraph
and replacing it with the following: 


	
 

	
 


	
 

	
“shall mean a
 qualified matching contribution as defined in section 1.401(k)-1(g)(13)(i)
 and/or a qualified non-elective contribution as defined in section
 1.401(k)-1(g)(13)(ii) of the Treasury regulations which imposes the immediate
 forfeiture requirement and distribution restrictions that are applicable to
 amounts allocable to a Participant’s Pre-Tax Account.





2. Section III.1.a. is amended by replacing the
reference to “1%” where it appears therein to read “.5%”. 


3. Section III.10 is
amended, effective as of January 1, 2007, by deleting the second paragraph
thereof and replacing it with the following: 


1






	
 

	
 


	
 

	
“Additional
 Contributions and/or Employer Match Contributions may be treated as Pre-Tax
 Contributions only if the conditions described in section 1.401(k)-2(a)(6) of
 the Treasury regulations are satisfied.”





4. Section III.18 is amended, effective as of January
1, 2007, by adding subparagraph d. to read as follows:


	
 

	
 

	
 


	
 

	
“d.

	
If any Highly
 Compensated Employee is a Participant of another qualified plan of the
 Employer or any other company in the Controlled group, 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
 ADR and ACR. If any other such qualified plan has a plan year other than the
 Plan Year, the contributions to be taken into account in applying the
 limitations of the ADR and ACR will be those made within the Plan Year.”





5. Section III.22 is added, effective as of January 1,
2007 to read as follows:


For the purposes of Treatment of Distribution
of Excess Contributions in Paragraph 9 and Distribution of Excess Aggregate
Contribution is Paragraph 15, income and loss will be determined as follows:


Income on excess contributions and excess aggregate contributions shall
be determined (a) by multiplying allocable gain or loss on the Pre-tax Account
and/or the Employer Match Contribution Account, as the case may be, (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,
excess contributions or excess aggregate contributions, as the case may be, for
the Plan Year and the denominator of which is the Pre-tax Account and/or the
Employer Match Contribution 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
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.”


6. Section IV.4 is amended, effective as of January
1, 2007, by adding the following paragraph at the end thereof:


	
 

	
 


	
 

	
Notwithstanding any provision of
 this section IV to the contrary and subject to the terms of Article IX, in
 the event an individual who becomes an Employee of an 





2






	
 

	
 


	
 

	
Employer (as defined in Article
 I.25 of the Plan) on or after January 1, 2007 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, Participants may have a maximum of
 two outstanding loans. Subject to the provisions of Article IX, an acquired
 participant who rolls over one loan to the Plan, may receive a second loan
 from the Plan. An acquired participant who rolls over two loans to the Plan
 will not be able to receive another loan from the Plan until at least one of
 the outstanding rolled over loans is repaid in full. Except to the extent
 amended by this Instrument of Amendment, the Plan shall remain in full force
 and effect.





7. Section VI.4.a is amended effective as of January
1, 2007 by adding the following sentence as the last sentence of the paragraph:


	
 

	
 


	
 

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





8. Section IX.1.g(3) is amended, effective as of January
1, 2007, by deleting the subparagraph (3) and inserting in lieu thereof the
following new subparagraph (3):


	
 

	
 

	
 


	
 

	
“(3)

	
Notwithstanding
 Subsections IX. 1. g. (1) and (2) above, if a Participant 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 the Participant’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 Participant incurs a termination of
 employment and requests a distribution pursuant to Article VII, the loan
 shall be canceled, and the outstanding loan balance shall be distributed
 pursuant to Article VII. If a Participant 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 Participant’s
 reemployment from the leave of absence, the Participant 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.”





3






9. Section XII.2 is amended, effective as of January
1, 2007, by adding a new paragraph after the first paragraph to read as
follows:


	
 

	
 


	
 

	
“Upon termination of the Plan, Pre-Tax Contributions, with earnings
 thereon, shall only be distributed to Participants if (i) neither the
 Employer nor any other company in the Controlled Group establishes or
 maintains a successor defined contribution plan and (ii) payment is made to
 the Participants 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 any other company in the Controlled Group (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.”





10. Section
XIV is
amended, effective as of January 1, 2007, by deleting Paragraph 15 and
inserting in lieu thereof the following new Paragraph 15:


	
 

	
 

	
 


	
 

	
“(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 Article III, a Participant who
 is reemployed and is credited with Vesting Service because of a period of
 service in the uniformed services of the United States may elect to
 contribute to the Plan the Pre-Tax 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 Participant 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 Participant’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
 Pre-Tax Contributions, Catch-Up Contributions, and/or After-Tax Contributions
 so determined shall be limited as provided in Article III 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 





4






	
 

	
 

	
 


	
 

	
 

	
period of military
 leave or five years, if less, but in no event later than the Participant’s
 termination of employment (unless he is subsequently rehired). The make-up
 period shall start on the later of: (i) the Participant’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.


	
 

	
 

	
 


	
 

	
(b)

	
With respect to a
 Participant who makes the election described in paragraph (a) above, the
 Employer shall make Matching Contributions, on the make-up contributions in
 the amount described in the provisions of Sections III.2, as in effect
 for the Plan Year to which such make-up contributions relate. Employer
 Matching Contributions under this paragraph shall be made to the Plan at the
 same time as Matching Contributions are required to be made for Pre-Tax made
 during the same period as the make-up contributions are actually made.
 Earnings (or losses) on Matching Contributions shall be credited commencing
 with the date the contributions are made in accordance with the provisions of
 Article IV. Any limitations on Matching Contributions described in
 Section III shall be applied with respect to the Plan Year or Years to
 which such contributions relate rather than the Plan Year or Years in which
 payment is made.


	
 

	
 

	
 


	
 

	
(c)

	
All contributions
 under this Section other than make-up Catch-Up Contributions made pursuant to
 this Section and Section III.2 are considered “annual additions,” as defined
 in Section 415(c)(2) of the Code, and shall be limited with respect to
 the Plan Year or Years to which such contributions relate rather than the
 Plan Year in which payment is made.





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. 


5






CURTISS-WRIGHT ELECTRO-MECHANICAL
DIVISION

SAVINGS PLAN


Sixth Instrument of Amendment


Recitals:


	
 

	
 


	
1.

	
Curtiss-Wright
 Corporation (“Curtiss-Wright” or “the Company”) has established the
 Curtiss-Wright Electro-Mechanical Division Savings Plan (“the Plan”), a
 qualified retirement plan that meets the requirements of Section 401(a) of
 the Internal Revenue Code (“the Code”) and that includes a cash or deferred
 arrangement within the meaning of Section 401(k) of the Code, which Plan was
 effective as of January 1, 2004.


	
 

	
 


	
2.

	
The Company has
 caused the Plan to be submitted to the Internal Revenue Service, pursuant to
 Rev. Proc. 2003-6, and has requested the Internal Revenue Service to
 determine that the Plan is a qualified plan, within the meaning of Sec. 401
 of the Code.


	
 

	
 


	
3.

	
Subsequent to the
 most recent amendment of the Plan, it has become necessary to further amend
 the Plan for the Pension Protection Act of 2006 (“PPA”) changes, and update
 the name of the Plan. 


	
 

	
 


	
4.

	
In accordance with
 Article XIV Section 2 of the Plan, the Administrative Committee is authorized
 to make such amendments to the Plan as may be necessary to maintain its
 status as a qualified plan.





Amendment:


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


	
 

	
 

	
 


	
 

	
1.

	
Effective January
 1, 2008, the name of the Plan will be changed from the Curtiss-Wright
 Electro-Mechanical Division Savings Plan to Curtiss-Wright Electro-Mechanical
 Corporation Savings Plan. All internal references to the Plan name shall be
 changed accordingly.


	
 

	
 

	
 


	
 

	
2.

	
Article VII
 Section 10 is amended effective April 1, 2007, defining “Distributee” to
 permit non-spouse beneficiaries the ability to rollover distributions from
 the Plan:


	
 

	
 

	
 


	
 

	
 

	
“Distributee means
 an employee or former employee. In
 addition, solely for purposes of Section 11 below, 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.”













	
 

	
 

	
 


	
 

	
3.

	
Article XIV
 Section 2(b)is amended by
 adding the following new paragraph at the end thereof:


	
 

	
 

	
 


	
 

	
 

	
“Effective as of
 January 3, 2008, amendments to the Plan that reflect acquisitions due to
 mergers 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.”





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.