Exhibit 10.9


CURTISS-WRIGHT ELECTRO-MECHANICAL CORPORATION

SAVINGS PLAN


Effective as of

January 1, 2010





i


TABLE OF CONTENTS


	
  

 	
  

 
	
 INTRODUCTION

 	
 1

 
	
 ARTICLE I - DEFINITIONS

 	
 3

 
	
 ARTICLE II - ELIGIBILITY AND PARTICIPATION

 	
 12

 
	
 ARTICLE III - CONTRIBUTIONS

 	
 14

 
	
 ARTICLE IV - INVESTMENT OPTIONS AND TRANSFERS TO AND FROM
 THE TRUST

 	
 27

 
	
 ARTICLE V - VALUATION OF INVESTMENTS AND CREDITS TO
 ACCOUNTS

 	
 30

 
	
 ARTICLE VI - VESTING OF ACCOUNTS

 	
 31

 
	
 ARTICLE VII - DISTRIBUTION OF ACCOUNTS UPON TERMINATION,
 RETIREMENT, OR DEATH

 	
 33

 
	
 ARTICLE VIII - IN-SERVICE WITHDRAWALS

 	
 38

 
	
 ARTICLE IX - LOANS

 	
 41

 
	
 ARTICLE X - DESIGNATION OF BENEFICIARY

 	
 44

 
	
 ARTICLE XI - VOTING OF STOCK

 	
 45

 
	
 ARTICLE XII - TERMINATION OR SUSPENSION OF THE PLAN

 	
 46

 
	
 ARTICLE XIII - TRUSTEE

 	
 48

 
	
 ARTICLE XIV - ADMINISTRATION

 	
 49

 
	
 ARTICLE XV- GENERAL PROVISIONS

 	
 56

 
	
 APPENDIX A - SECTION 415 LIMITATIONS

 	
 58

 
	
 APPENDIX B - TOP HEAVY PROVISIONS

 	
 60

 









1


INTRODUCTION


Curtiss-Wright
Corporation (the “Company”) established the Curtiss-Wright Electro-Mechanical
Corporation Savings Plan (the “Plan”) effective as of January 1, 2004 (“the
Effective Date”), to provide retirement benefits for eligible employees of
Curtiss-Wright Electro-Mechanical Systems (“EMS”), a wholly owned subsidiary of
Curtiss-Wright Flow Control Corporation. The operations at which the employees
initially eligible to participate in the Plan are employed are referred to
herein as the Electro-Mechanical Corporation (also referred to as “EMS”)
operations.


Curtiss-Wright
Electro-Mechanical Corporation acquired the operations that comprise the
Electro-Mechanical Division (“EMD”) from Westinghouse Government Services
Company LLC. (“WGSC”), a subsidiary of Washington Group International, Inc.
(“WGI”), in a transaction that was effective as of October 29, 2002 (“the
Acquisition Date”).


Prior to the
acquisition of EMD by Curtiss-Wright Electro-Mechanical Corporation, eligible
employees at EMD participated in the Westinghouse Government Services Group
Savings Plan (“the Predecessor Plan”), a plan that was maintained by WGSC, that
was qualified under section 401(a) of the Code and that included a qualified
cash or deferred arrangement, within the meaning of section 401(k) of the Code.
For the period between the Acquisition Date and December 31, 2003, eligible
employees at EMD continued to participate in the Predecessor Plan pursuant to a
Transition Services Agreement between Curtiss-Wright Electro-Mechanical
Corporation and WGI. In accordance with an agreement between Curtiss-Wright
Electro-Mechanical Corporation and WGSC, accounts maintained under the
Predecessor Plan, for individuals who were identified as “Employees” in Section
3.15(a) of the Asset Purchase Agreement dated October 25, 2002 between WGSC and
Curtiss-Wright Electro-Mechanical Corporation relating to the purchase of
certain assets related to WGSC’s Electro-Mechanical Division and who commenced
employment with the Employer or an Affiliated Entity in connection with such
agreement, and accounts maintained under the Predecessor Plan for individuals
who became employees of EMD during the period between the Acquisition Date and
the Effective Date, were transferred to the Plan in a transaction that complied
with section 414(l) of the Code, and that was effective as of the Effective
Date.


The provisions of
the Plan, as set forth herein, are intended to apply to participants who were
employed at EMD on or after the Acquisition Date and to such other groups of
employees as may be included in the Plan pursuant to Sec. XIV.2(b).


The Plan has since
been amended from time to time to maintain compliance with applicable law and
regulations and for other purposes. This Amendment and Restatement of the Plan
as of January 1, 2010 incorporates amendments heretofore made to the Plan.


Intent and
Construction:


The Plan is
intended to comply with the qualification requirements of sections 401(a) and
401(k) of the Code and applicable regulations and rulings thereunder, and shall
be construed in accordance with such intention.


The Plan is
conditioned upon and subject to obtaining such approval of the Commissioner of
Internal Revenue as may be necessary to establish the deductibility for income
tax purposes of any and all contributions hereunder, other than Employee
contributions.





2


ARTICLE I - DEFINITIONS


For purposes of the
Plan, masculine pronouns include both men and women unless the context
indicates otherwise. The following words and phrases shall have the meanings
set forth below:


	
  

 	
  

 
	
 1.

 	
  “Accounts” shall mean the After-Tax Account,
 Pre-Tax Account, Catch-Up Contribution Account Roth Contribution Account,
 Employer Match Contribution Account, Rollover Account, Pension Rollover
 Account, Additional Contribution Account, and Top-Heavy Contribution Account.

 
	
  

 	
  

 
	
 2.

 	
  “Actual Contribution
 Ratio (ACR)”
 shall mean, with respect to any Participant, a fraction, the numerator of
 which equals the Employer Match Contributions and After-Tax Contributions
 paid to the Trust for the Plan Year on behalf of such Participant, and the
 denominator of which equals the Participant’s Compensation for the Plan Year.
 Notwithstanding the preceding sentence, for all Plan Years after the first
 plan year (as that term is defined in IRS Notice 98-1), with respect to a
 Participant who is a Non-Highly Compensated Employee, “for the prior Plan
 Year” shall be substituted for “for the Plan Year” in the preceding sentence.

 
	
  

 	
  

 
	
 3.

 	
  “Actual Deferral Ratio
 (ADR)”
 shall mean, with respect to any Participant, a fraction, the numerator of
 which equals the Pre-Tax Contributions paid to the Trust for the Plan Year on
 behalf of such Participant, and the denominator of which equals the
 Participant’s Compensation for the Plan Year. Notwithstanding the preceding
 sentence, for all Plan Years after the first plan year (as that term is
 defined in IRS Notice 98-1), with respect to a Participant who is a
 Non-Highly Compensated Employee, “for the prior Plan Year” shall be
 substituted for “for the Plan Year” in the preceding sentence.

 
	
  

 	
  

 
	
 4.

 	
  “Additional Contribution” shall mean a qualified matching
 contribution as defined in and/or a qualified non-elective contribution as
 defined in section 1.401(k)-6 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.

 
	
  

 	
  

 
	
 5.

 	
  “Additional Contribution
 Account”
 shall mean an account established and maintained on behalf of an Employee to
 which his Additional Contributions are allocated.

 
	
  

 	
  

 
	
 6.

 	
  “Administrative
 Committee”
 shall mean the person(s) appointed by the Company to act on behalf of the
 Company as the sponsor and “named fiduciary” (within the meaning of section
 402(a)(2) of ERISA), as appropriate, with respect to Plan administrative
 matters. When performing any activity or exercising any authority under the
 provisions of the Plan, the Administrative Committee shall be deemed to act
 solely on behalf of the Company, and not in an individual capacity.

 
	
  

 	
  

 
	
 7.

 	
  “Affiliated Entity” shall mean a subsidiary which is
 at least 50% owned by the Company or a partnership or joint venture in which
 the Company is at least a 50% 

 









3


	
  

 	
  

 	
  

 
	
  

 	
 owner that has not been designated
 as an Employer. The term Affiliated Entity shall include all entities in the
 Controlled Group of each Employer.

 
	
  

 	
  

 	
  

 
	
 8.

 	
  “After-Tax Account” shall mean all After-Tax
 Contributions made to the Plan by the Participant, with earnings thereon, and
 shall also include any similar contributions (including earnings thereon)
 transferred to the Plan from another qualified retirement plan.

 
	
  

 	
  

 	
  

 
	
 9.

 	
  “After-Tax Contribution” shall mean a contribution to the
 Plan deducted from a Participant’s Compensation on an after-tax basis in
 accordance with the Participant’s election made under Article III.1.a.

 
	
  

 	
  

 	
  

 
	
 10.

 	
  “Alternate Payee” shall mean the recipient or
 recipients of payments made pursuant to a Qualified Domestic Relations Order.

 
	
  

 	
  

 	
  

 
	
 11.

 	
  “Annual Addition” shall mean the total for the
 Limitation Year of the items listed below allocated to the account of an
 Employee under all defined contribution plans sponsored by the Employer or
 the Employer’s Controlled Group (except that, for the purpose of this
 definition, “more than 50%” shall be substituted for “80%” each place it
 appears in section 1563(a)(1) of the Code):

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 employer contributions;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 forfeitures;

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 employee contributions (other than
 rollovers); and

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 amounts described in section
 415(l)(1) or 419A(d)(2) of the Code.

 
	
  

 	
  

 	
  

 
	
 12.

 	
  “Beneficiary” shall mean the person, or persons
 or entity named by a Participant by written designation to receive benefits
 in the event of the Participant’s death as described in Article X.

 
	
  

 	
  

 	
  

 
	
 13.

 	
  “Board” shall mean the Board of Directors
 of the Company.

 
	
  

 	
  

 	
  

 
	
 14.

 	
  “Calendar Month” shall mean, with respect to
 Employees paid on a weekly basis, the number of weekly payroll periods
 included by an Employer in a particular calendar month for accounting
 purposes and, with respect to Employees paid on a monthly basis, the
 particular calendar month.

 
	
  

 	
  

 	
  

 
	
 15.

 	
  “Casual Employee” shall mean a person who is hired
 either:

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 For a predetermined limited period
 of time usually not to exceed 3 months, or

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 For the purpose of completing a
 specific task that is anticipated not to exceed 5 months and for whom the
 Employer has no expectation of continued employment beyond the completion of
 that task.

 
	
  

 	
  

 	
  

 
	
  

 	
 The determination of who is a
 Casual Employee shall be made on a uniform and nondiscriminatory basis.

 









4


	
  

 	
  

 	
  

 
	
 16.

 	
  “Catch-Up Contribution” shall mean a contribution to the
 Plan deducted from a Participant’s Compensation on a pre-tax basis in
 accordance with the Participant’s election made under Article III.I.b.

 
	
  

 	
  

 	
  

 
	
 17.

 	
  “Catch-Up Contribution
 Account”
 shall mean all Catch-Up Contributions made to the Plan by the Participant,
 with earnings thereon.

 
	
  

 	
  

 	
  

 
	
 18.

 	
  “Code” or  “Internal Revenue Code” means the Internal Revenue Code
 of 1986, as amended.

 
	
  

 	
  

 	
  

 
	
 19.

 	
  “Company” shall mean Curtiss-Wright
 Corporation, as it relates to Employees of Curtiss-Wright Electro-Mechanical
 Corporation and all companies that adopt this Plan, a corporation organized
 under the laws of the State of Delaware.

 
	
  

 	
  

 	
  

 
	
 20.

 	
  ‘‘Compensation” shall mean wages within the
 meaning of Code section 3401(a) and all other payments of compensation to an
 Employee by the Employer (in the course of the Employer’s trade or business)
 for which the Employer is required to furnish the Employee a written
 statement on Form W-2 under sections 6041(d), 6051(a)(3) and 6052 of the
 Code, and amounts contributed by the Employer pursuant to a salary reduction
 agreement that are not includible in the gross income of the Employee under
 sections 125, 402(e)(3), 402(h) or 132(f) of the Code. Effective January 1,
 2009, Compensation shall also include “differential wage payments” pursuant
 to the Heroes Earnings Assistance and Relief Tax Act of 2008.

 
	
  

 	
  

 	
  

 
	
  

 	
 Notwithstanding the preceding
 sentence, the term Compensation shall not include: 

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 reimbursements or other expense
 allowances; 

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 fringe benefits (cash or noncash);
 

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 moving expenses; 

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 deferred compensation; 

 
	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 welfare benefits;

 
	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 any suggestion award or other non-performance-related
 awards (other than retention bonuses or other bonuses);

 
	
  

 	
  

 	
  

 
	
  

 	
 g.

 	
 any awards made under a corporate
 incentive program, such as gainsharing, goalshare, or all employee variable
 pay programs, etc., unless (i) the Administrative Committee determines that
 such awards shall constitute Compensation under the Plan, and (ii) the
 Employer communicates the inclusion of such awards in Compensation to all
 affected Participants prior to the effective date of such inclusion. If the
 Administrative Committee communicates the inclusion of gain-sharing awards in
 Compensation pursuant to (ii) in the preceding sentence, Compensation under
 the Plan shall be deemed to include such awards beginning on the effective
 date of such inclusion and for all succeeding periods, unless and until the
 Employer again communicates that Compensation shall not include such awards. 

 
	
  

 	
  

 	
  

 
	
  

 	
 In no event shall the term
 Compensation include any annual incentive award under a management incentive
 program, if paid to a Highly Compensated Employee.

 









5


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The annual Compensation of each
 Participant taken into account in determining allocations for any Plan Year
 shall not exceed $200,000, as adjusted for cost-of-living increases in
 accordance with section 401(a)(17)(B) of the Code. Annual Compensation means
 Compensation during the Plan Year or such other consecutive 12-month period
 over which Compensation is otherwise determined under the Plan (the
 determination period). The cost-of-living adjustment in effect for a calendar
 year applies to annual Compensation for the determination period that begins
 with or within such calendar year.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 In addition, the Compensation
 taken into account under this Plan, when added to compensation previously
 earned during a Plan Year from an Affiliated Entity or an Excluded Unit shall
 not exceed the limit described in the preceding paragraph in effect for such
 Plan Year.

 
	
  

 	
  

 	
  

 	
  

 
	
 21.

 	
  “Controlled Group” means with respect to an
 Employer:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 any corporation which is a member
 of a controlled group of corporations within the meaning of section 1563(a)
 of the Code, determined without regard to sections 1563(a)(4) and (e)(3)(C),
 including the Employer;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 any trade or business under common
 control with such Employer, within the meaning of section 414(c) of the Code;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 any employer which is included
 with such Employer in an affiliated service group, within the meaning of
 section 414(m) of the Code; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 any other entity required to be
 aggregated with the Employer pursuant to regulations under section 414(o) of
 the Code.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 For purposes of Appendix A, “more
 than 50%” shall be substituted for “80%” each place it appears in section
 1563(a)(1) of the Code or section 1.414(c)-2 of the Treasury regulations.

 
	
  

 	
  

 	
  

 	
  

 
	
 22.

 	
  “Covered Participant” means any eligible Employee who
 is covered by the Automatic Contribution Arrangement under Article III.1.c

 
	
  

 	
  

 	
  

 	
  

 
	
 23.

 	
  “Dollar Limit” shall mean the dollar limitation
 on Pre-Tax Contributions under section 402(g) of the Code in effect for a
 calendar year. The Dollar Limit on Pre-Tax Contributions made on a
 Participant’s behalf with respect to any calendar year beginning after
 December 31, 2009 shall be $16,500 (or such higher dollar limit as may be in
 effect with respect to such year in accordance with Section 402(g)(4) of the
 Code).

 
	
  

 	
  

 	
  

 	
  

 
	
 24.

 	
  “Eligibility Service” shall mean service taken into
 account to determine a Participant’s vested status and shall be determined as
 follows:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 For all Employees:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 Subject to the qualifications and
 limitations stated below in subsection a(2), Eligibility Service means all
 periods of service as an Employee with the Employer for which the Employee is
 directly or indirectly paid, or 

 









6


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 entitled to payment, by the
 Employer for the performance of duties, and time spent on any of the
 following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 furlough;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 disability up to a maximum
 continuous period of 2 years;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 leaves of absence (other than
 military leaves and leaves for personal reasons including educational leaves)
 up to a maximum of 2 years;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

 	
 military leaves of absence up to a
 maximum equal to that period of time during which reemployment is required
 under applicable Federal statutes; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (v)

 	
 layoffs up to a continuous period
 of one year.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 If while an Employee is on
 disability leave of absence under subsection a(1)(ii) above he is laid off,
 he shall begin to accrue service only under subsection a(1)(v) above from
 that time and shall continue to be credited with Eligibility Service under
 subsection a(1)(v) for up to 1 year, but in no event shall the combined
 service in such situation under subsections a.1(ii) and a.1(v) exceed 2
 years.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Eligibility Service shall be
 expressed in whole years and fractions thereof. Any fraction of a year shall
 be expressed as a decimal ratio of actual calendar days of service to the
 number of days in that year.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 If the Employee is absent from
 service for any reason which does not otherwise qualify him for Eligibility
 Service under the Plan, and such absence is not due to quit, discharge,
 release, retirement or death, he shall receive Eligibility Service of up to 1
 year for any continuous period of absence.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 If the Employee is separated from
 service by reason of a quit, discharge, release or retirement, and then is
 reemployed within 12 months of the date he was separated, the Employee’s
 Eligibility Service shall include the period between the date he was
 separated and the date he was reemployed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Notwithstanding the provisions of
 the previous two paragraphs, if the Employee is separated from service by
 reason of a quit, discharge, release or retirement during an absence from
 service of 12 months or less for any reason other than a quit, discharge,
 release or retirement and then is reemployed within 12 months of the date on
 which he was first absent from service, the Employee’s Eligibility Service
 shall include the period between his last day worked and the date he returns
 to work.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 For an individual who is
 identified as an “Employee” in Section 3.15(a) of the Asset Purchase
 Agreement dated October 25, 2002 between WGSC and 

 









7


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Curtiss-Wright Electro-Mechanical
 Corporation relating to the purchase of certain assets related to WGSC’s
 Electro-Mechanical Division and who commences employment with the Employer or
 an Affiliated Entity in connection with such agreement (“a WGSC Transferee”)
 (and individuals who would have been identified as such “Employees” except
 that they had previously retired or terminated from employment), Eligibility
 Service shall include any Eligibility Service credited under the Westinghouse
 Government Services Group Savings Plan for periods prior to transfer of
 employment pursuant to the agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 For an individual who is
 identified as an “Employee” in Section 4.1.20 of the Share Purchase Agreement
 dated July 31, 2007 between Benshaw, Inc. and Curtiss-Wright
 Electro-Mechanical Corporation relating to its purchase of Benshaw Inc. and
 who commences employment with the Employer or an Affiliated Entity in
 connection with such agreement (and individuals who would have been
 identified as such “Employees” except that they had previously retired or
 terminated from employment), Eligibility Service shall include any Eligibility
 Service credited under the Benshaw 401(k) Plan for periods prior to transfer
 of employment pursuant to the agreement. 

 
	
  

 	
  

 	
  

 
	
 25.

 	
  “Employee” shall mean a person who is either
 not represented or who is employed in a unit represented by a labor
 organization or other representative which is recognized by an Employer as
 the representative of such unit for the purpose of collective bargaining and
 has entered into a written agreement with an Employer providing for
 participation in the Plan by the Employees in such unit, provided:

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Such person is in the regular
 service of an Employer and is neither employed in an Excluded Unit, nor a
 leased employee (as defined in section 414(n)(2) of the Code); or

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Such person is a citizen of the
 United States or a resident alien (as defined in section 7701(b) of the Code)
 who is an Employee of either a domestic subsidiary (as defined in section 407
 of the Code) or of a foreign subsidiary as to which an Employer has entered
 into an agreement under section 3121(l) of the Code and with respect to whom
 contributions under a funded plan of deferred compensation (whether or not
 described in sections 401(a), 403(a) or 405(a) of the Code) are not provided
 by any person or company other than the Employer with respect to the remuneration
 paid to the citizen or resident alien by the domestic or foreign subsidiary.

 
	
  

 	
  

 	
  

 
	
  

 	
 For purposes of subsection (a),
 the term “leased employee” means any person (other than a common law employee
 of the Employer) who, pursuant to an agreement between the Employer and any
 other person (“leasing organization”), has performed services for the
 Employer or any related persons determined in accordance with Section
 414(n)(6) of the Code on a substantially full-time basis for a period of at
 least one year and such services are performed under the primary direction of
 or control by the Employer. In the case of any person who is a Leased
 Employee before or after a period of service as an Employee, the entire
 period during which he has performed services as a Leased Employee shall be
 counted as service as an Employee for all purposes of the Plan, except that
 he shall not, by reason of that status, become a Participant in the Plan.

 









8


	
  

 	
  

 	
  

 
	
 26.

 	
  “Employer” means (a) the Company or (b) an
 at least 50%-owned subsidiary of the Company

 
	
  

 	
  

 	
  

 
	
 27.

 	
  “Employer Match
 Contribution Account” shall mean all Employer Match Contributions made
 to the Plan by the Employer, with earnings thereon, and shall also include
 any similar contributions (including earnings thereon) transferred to the
 Plan from another qualified retirement plan.

 
	
  

 	
  

 	
  

 
	
 28.

 	
  “Employer Match
 Contribution” shall mean a contribution made by the Employer pursuant to Article
 III.2.

 
	
  

 	
  

 	
  

 
	
 29.

 	
  “ERISA” shall mean the Employee
 Retirement Income Security Act of 1974, as amended.

 
	
  

 	
  

 	
  

 
	
 30.

 	
  “Excluded Unit” means any group, or other
 organizational unit, of employees of the Company, other than (a) the
 operations denominated as the Electro-Mechanical Division operations of
 Curtiss-Wright Flow Control Corporation, a wholly owned subsidiary of the
 Company, which operations were acquired by Curtiss-Wright Electro-Mechanical
 Corporation, a wholly owned subsidiary of Curtiss-Wright Flow Control
 Corporation and (b) any group or unit that has been designated by the
 Administrative Committee as eligible to participate in this Plan. 

 
	
  

 	
  

 	
  

 
	
 31.

 	
  “Fixed Income Fund” shall mean an Investment Fund
 designed to preserve capital and to provide a relatively stable and
 predictable rate of interest.

 
	
  

 	
  

 	
  

 
	
 32.

 	
  “Highly Compensated
 Employee”
 means any Employee who:

 
	
  

 	
  

 	
  

 
	
  

 	
 (1)

 	
 was a 5% owner, as defined in
 section 416(b)(1)(B)(i) of the Code at any time during the year or the
 preceding year, or

 
	
  

 	
  

 	
  

 
	
  

 	
 (2)

 	
 for the preceding year had
 compensation from the Company or a Controlled Group member in excess of
 $80,000. The $80,000 amount is adjusted at the same time and in the same
 manner as under section 415(d) of the Code, except that the base period is
 the calendar quarter ending September 30, 1996.

 
	
  

 	
  

 	
  

 
	
  

 	
 For purposes of determining which
 Employees shall be deemed Highly Compensated Employees, the applicable year
 of the Plan for which a determination is being made is called a determination
 year and the preceding 12-month period is called a look-back year.

 
	
  

 	
  

 	
  

 
	
  

 	
 A Highly Compensated Former
 Employee is determined based on the rules applicable to determining Highly
 Compensated Employee status for the determination year in which the Employee
 separated from service, in accordance with section 1.414(q)-1T, Q&A-4 of
 the Treasury regulations and IRS Notice 97-75.

 
	
  

 	
  

 	
  

 
	
 33.

 	
  “Investment Fund” shall mean an investment option,
 selected by the Administrative Committee, under Article IV.1 of the Plan, to
 which Participants may direct investment of amounts in their Accounts.
 Investment Funds may include the Fixed Income Fund, the Mutual Funds, and any
 other investment option selected by the Administrative Committee.

 









9


	
  

 	
  

 
	
 34.

 	
  “Investment Manager” shall mean a fiduciary appointed
 by the Administrative Committee to manage the investment of any portion of
 the assets of the Plan. Each Investment Manager shall either (a) satisfy the
 conditions to be an “Investment Manager,” as described by section 3(38) of
 ERISA, or (b) be a “named fiduciary” of the Plan.

 
	
  

 	
  

 
	
 35.

 	
  “Layoff” shall mean the termination of the
 employment of an Employee with an Employer or Affiliated Entity through no
 fault of the Employee for lack of work for reasons associated with the
 business where the Employer or Affiliated Entity determines there is a
 reasonable expectation of recall within one year.

 
	
  

 	
  

 
	
  

 	
 Notwithstanding the foregoing, a
 person who would otherwise be considered to be on Layoff may take certain
 actions which would result in the severance of his relationship with the
 Employer. At the time such action is taken, that person shall become a
 voluntary quit and shall no longer be considered on Layoff.

 
	
  

 	
  

 
	
 36.

 	
  “Limitation Year” shall mean the Plan Year.

 
	
  

 	
  

 
	
 37.

 	
  “Mutual Fund” shall mean an open-end investment
 company registered under the Investment Company Act of 1940 that is selected
 by the Administrative Committee as an Investment Fund under Article IV.1 of
 the Plan.

 
	
  

 	
  

 
	
 38.

 	
  “Non-Highly Compensated
 Employee”
 shall mean any Employee who is not a Highly Compensated Employee.

 
	
  

 	
  

 
	
 39.

 	
  “Non-Vested Participant” shall mean an Active Participant
 who does not have a nonforfeitable right to 100% of his Employer Match
 Contribution Account.

 
	
  

 	
  

 
	
 40.

 	
  “Normal Retirement Date” shall mean the first of the month
 following the later of the month during which the Participant’s 65th birthday
 occurs or the month during which the Participant completes 5 years of
 Eligibility Service. With respect to Benshaw Employees as identified in
 paragraph 1(24)(c), “Normal Retirement Date “ shall mean the first of the
 month following the later of the month during which the Participant’s 65th
 birthday occurs.

 
	
  

 	
  

 
	
 41.

 	
  “NYSE” shall mean the New York Stock
 Exchange.

 
	
  

 	
  

 
	
 42.

 	
  “Participant” shall mean any person who has an
 Account in the Plan.

 
	
  

 	
  

 
	
 43.

 	
  “Pension Rollover
 Account”
 shall mean all amounts attributable to after-tax employee contributions
 transferred to the Plan pursuant to Article IV.4 from the Curtiss-Wright
 Electro-Mechanical Division Pension Plan, with earnings thereon.

 
	
  

 	
  

 
	
 44.

 	
  “Plan” shall mean the Curtiss-Wright
 Electro-Mechanical Corporation Savings Plan as set forth in this document or
 as amended from time to time, which is intended to be qualified under section
 401(a) and section 401(k) of the Code. 

 
	
  

 	
  

 
	
 45.

 	
  “Plan Administrator” shall mean the Company the party
 delegated to serve as the Plan Administrator in accordance with Article
 XIV.3.

 
	
  

 	
  

 
	
 46.

 	
  “Plan Year” shall mean the calendar year. 

 









10


	
  

 	
  

 
	
 47.

 	
  “Pre-Tax Account” shall mean all Pre-Tax
 Contributions made to the Plan by the Participants, with earnings thereon,
 and shall also include any similar contributions (including earnings thereon)
 transferred to the Plan from another qualified retirement plan. Pre-Tax
 Accounts are subject to the distribution restrictions set out in section
 401(k)(2) of the Code and 1.401(k)-1(d)(1) of the Treasury regulations (which
 regulations permit distributions only after one of the following events: (i)
 an employee’s death, disability, or severance from employment; (ii) the
 termination of a plan without establishment or maintenance of another defined
 contribution plan other than an ESOP or SEP (but only with respect to lump
 sum distributions); and (iii) an employee’s attainment of age 591⁄2 or hardship
 (but only with respect to a profit-sharing or stock bonus plan).

 
	
  

 	
  

 
	
 48.

 	
  “Pre-Tax Contribution” shall mean a contribution to the
 Plan deducted from a Participant’s Compensation on a pre-tax basis in
 accordance with the Participant’s election made under Article III.1.a.

 
	
  

 	
  

 
	
 49.

 	
 Automatic Pre-Tax
 Contribution” shall mean a contribution to the Plan deducted from a Covered
 Participant’s Compensation on a pre-tax basis in accordance with the
 Automatic Contribution Arrangement under Article III.1.c.

 
	
  

 	
  

 
	
 50.

 	
  “Qualified Domestic
 Relations Order” or  “QDRO” shall mean a court order as defined in section 414(p) of the Code.

 
	
  

 	
  

 
	
 51.

 	
  “Retired Participant” shall mean a Participant who is
 no longer an Employee and who has retired under an Employer pension plan.
 This term does not refer to a Participant who has terminated with a right to
 a vested pension under an Employer pension plan.

 
	
  

 	
  

 
	
 52.

 	
  “Rollover Account” shall mean all amounts transferred
 to the Plan pursuant to Article IV.4 as a Rollover Distribution from a
 qualified defined contribution or defined benefit plan or a distribution from
 an individual retirement account (as described in section 408(d)(3)(A) of the
 Code), and earnings thereon, and all amounts, other than after-tax employee
 contributions, transferred to the Plan pursuant to Article IV.4 from the
 Curtiss-Wright Electro-Mechanical Division Pension Plan.

 
	
  

 	
  

 
	
 53.

 	
  “Rollover Distribution” shall mean one or more
 distributions which, under section 402 of the Code, are eligible for rollover
 to this Plan.

 
	
  

 	
  

 
	
 54.

 	
  “Roth Contribution
 Account”
 shall mean an account established and maintained on behalf of an Employee to
 which his Roth Contributions are allocated.

 
	
  

 	
  

 
	
 55

 	
  “Roth Contribution” shall mean amounts contributed
 pursuant to Article III.1.d.(a) designated irrevocably by the Employee at the
 time the election is made as a Roth Contribution that is being made in lieu
 of all or a portion of the Pre-Tax Contributions the Participant is otherwise
 eligible to make under the Plan; and (b) treated by the Employer as
 includible in the Participant’s income at the time the Participant would have
 received that amount in cash if the Participant had not made an election.

 
	
  

 	
  

 
	
 56.

 	
  “Self-Managed Account” shall mean an Investment Fund
 designed to allow Participants to select from among a variety of investment
 alternatives.

 









11


	
  

 	
  

 
	
 57.

 	
  “Surviving Spouse” shall mean the spouse of a
 Participant on the date of his death.

 
	
  

 	
  

 
	
 58.

 	
  “Terminated Participant” shall mean a Participant (not
 including a Participant who has been on Layoff for 12 months or less or is
 employed at an Affiliated Entity or employed in an Excluded Unit) who is no
 longer an Employee and is not a Retired Participant. A Participant who is not
 a Retired Participant, but has incurred a severance from employment shall be
 deemed a Terminated Participant. 

 
	
  

 	
  

 
	
 59.

 	
  “Top-Heavy Contribution” shall mean a contribution made by
 the Employer pursuant to Appendix B of the Plan.

 
	
  

 	
  

 
	
 60.

 	
  “Top-Heavy Contribution
 Account”
 shall mean an account established and maintained on behalf of a Participant
 to which his Top-Heavy Contributions, if any, are allocated.

 
	
  

 	
  

 
	
 61.

 	
  “Totally Disabled
 Participant”
 shall mean a Participant who at the time he stops accruing Eligibility
 Service is not able, because of injury or sickness, to engage in any gainful
 occupation for which he is reasonably fitted by education, training or
 experience provided he has completed at least 10 years of Eligibility
 Service.

 
	
  

 	
  

 
	
 62.

 	
  “Trading Day” shall mean any day on which the
 NYSE is open for business. A Trading Day ends when the NYSE closes for
 business on such day.

 
	
  

 	
  

 
	
 63.

 	
  “Trust” shall mean the Curtiss-Wright
 Electro-Mechanical Corporation Savings Plan Trust established pursuant to the
 Plan.

 
	
  

 	
  

 
	
 64.

 	
  “Trustee” shall mean the trustee(s) from
 time to time in office pursuant to appointments made in accordance with the
 Plan.

 
	
  

 	
  

 
	
 65.

 	
  “Unit” shall mean the equitable share
 interest of a Participant within an Investment Fund other than a Self-Managed
 Account.

 
	
  

 	
  

 
	
 66.

 	
  “Valuation Date” shall mean any Trading Day.

 
	
  

 	
  

 
	
 67.

 	
  “Vested Participant” shall mean a Participant who has
 a nonforfeitable right to 100% of his Employer Match Contribution Account
 under the requirements of Article VI.

 
	
  

 	
  

 
	
 ARTICLE II - ELIGIBILITY AND PARTICIPATION

 
	
  

 	
  

 
	
 1.

 	
 Any Employee shall be eligible to
 participate in the Plan immediately upon employment by an Employer. To
 participate an Employee must apply in accordance with procedures established
 by the Plan Administrator, subject to Article II.2 and Article II.3 below.

 
	
  

 	
  

 
	
 2

 	
 Notwithstanding any other
 provision of the Plan, any Employee whose date of hire, rehire or acquisition
 is on or after January 1, 2009 and who has not affirmatively elected to
 become a Participant (or affirmatively declined to become a Participant)
 shall become a Covered Participant as of the date that is on or about 45 days
 after his or her date of hire, rehire, or acquisition.

 









12


	
  

 	
  

 	
  

 
	
 3.

 	
 Notwithstanding any other
 provision of the Plan, any Employee whose date of hire, rehire or acquisition
 is before January 1, 2009 and who has not affirmatively elected to become a
 Participant (or affirmatively declined to become a Participant) shall become
 a Covered Participant as of the date that is on or about 45 days after
 January 1, 2010.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 If a Participant transfers
 employment from an Employer to an Affiliated Entity, an Excluded Unit, he
 shall remain a Participant for all purposes of the Plan, except that he shall
 not be eligible to contribute and no Employer Match Contributions shall be
 made on his behalf for the period of time he is employed by the Affiliated
 Entity, Excluded Unit.

 
	
  

 	
  

 	
  

 
	
 5.

 	
 Subject to the provisions of
 Article II.2 or Article II.3, if a Retired Participant or a Terminated
 Participant is rehired as an Employee, he may immediately participate in the
 Plan, and any previous Eligibility Service shall be restored.

 
	
  

 	
  

 	
  

 
	
 6.

 	
 A Participant shall no longer be
 eligible to contribute to the Plan upon the earlier of the following:

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 The date the Participant ceases to
 be an Employee; or

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 The effective date of complete
 termination of the Plan under Article XII.

 










13


ARTICLE III - CONTRIBUTIONS


	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 Participant Contributions.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 After-Tax Contributions and Pre-Tax Contributions:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A Participant may elect to save at a rate of 2% to 20% of his
 Compensation, in increments of 0.5%, on an after-tax basis, a pre-tax basis
 or a combination thereof.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Contributions to the Plan on an after-tax basis as After-Tax
 Contributions shall be deducted from the Participant’s Compensation and shall
 be allocated to the Participant’s After-Tax Account. Contributions to the
 Plan on a pre-tax basis as Pre-Tax Contributions shall be based on a
 Participant’s agreement to reduce his Compensation and to have the amount by
 which his Compensation is so reduced contributed to the Plan by the Employer,
 and shall be allocated to the Participant’s Pre-Tax Account, provide,
 however, that a Participant’s Pre-Tax Contributions for a Plan Year shall not
 exceed the Dollar Limit.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Each Participant shall make such election with the Plan
 Administrator, in accordance with reasonable procedures established by the
 Plan Administrator, specifying the portion of his Compensation that is to be
 contributed to the Plan as After-Tax and/or Pre-Tax Contributions. The
 election of the Participant shall remain in effect until a new election from
 that Participant is received by the Plan Administrator.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 For an individual who was a participant in the WGSG Plan and who is
 an Employee of an Employer as of the Effective Date (“a WGSC Plan
 Transferee”), the most recent contribution election under the WGSGS Plan
 shall remain in effect under this Plan until changed by the Participant.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Catch-Up Contributions:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 A Participant who satisfies the
 requirements of Article III.1.b(2) for a Plan Year shall be eligible to
 elect, in accordance with Article III.1.b(3), to reduce his Compensation and
 to have the amount by which his Compensation is so reduced contributed to the
 Plan by his Employer as a Catch-up Contribution, provided, however, that such
 Catch-up Contributions shall be subject to the conditions set forth in
 Article III.1.b(4),(5),(6).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 A Participant satisfies the requirements of
 this subsection for a Plan Year if his 50th birthday is coincident
 with or prior to the last day of the Plan Year. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)

 	
 A Participant described in subsection (b)
 may elect to make Catch-up Contributions in the amount of 1% to 20% of
 Compensation for each payroll period during which such election remains in
 effect. 

 
	
  

 	
  

 	
 (4)

 	
 Catch-Up Contributions made on a Participant’s behalf with respect to
 any calendar year beginning after December 31, 2009 shall limited to $5,500,
 as adjusted in accordance with section 414(v)(2)(C) of the Code. In no event
 shall the Participant’s Catch-Up Contributions for a 

 









14


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Plan Year exceed the excess of his Pre-Tax Contributions for such
 Plan Year over his Compensation for such Plan Year.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (5)

 	
 If, as of the end of a Plan Year in which a Participant has made
 Catch-up Contributions in accordance with Article III.1.b(3), it is
 determined that:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 the amount of his Pre-Tax Contributions for such Plan Year is less
 than the Dollar Limit in effect for such Plan Year, and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 the amount of his Pre-Tax Contributions is less than the excess of
 20% of his Compensation over the amount of his After-Tax Contributions,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 then the amount deemed to have been contributed as a Catch-up
 Contribution shall be reduced by the lesser of the (A) the excess of the
 Dollar Limit over the amount of his Pre-Tax Contributions or (B) the excess
 of 25% of his Compensation over the sum of his Pre-Tax Contributions and his
 After-Tax Contributions, and the amount by which his Catch-up Contributions
 are so reduced shall be recharacterized as a Pre-Tax Contribution for such
 Plan Year, for all purposes of Article III.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (6)

 	
 The provisions of this subsection shall be
 subject to the requirements of section 414(v) of the Code and Regulations
 thereunder.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Automatic Contribution Arrangement

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 Automatic Pre-Tax Contributions will be made on behalf of Covered
 Participants who do not have an affirmative election in effect regarding
 Pre-Tax Contributions. The amount of Automatic Deferred Cash Contributions
 made for a Covered Participant each pay period is equal to 3% multiplied by the
 Covered Participant’s Compensation for that pay period.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 A Covered Participant will have a reasonable opportunity after
 receipt of the notice required described in (4) below to make an affirmative
 election regarding Pre-Tax Contributions (either to have no Pre-Tax
 Contributions made or to have a different amount of Pre-Tax Contributions
 made) before Automatic Pre-Tax Contributions are made on the Covered
 Participant’s behalf. Automatic Pre-Tax Contributions being made on behalf of
 a Covered Participant will cease as soon as administratively feasible after
 the Covered Participant makes an affirmative election.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)

 	
 Automatic Pre-Tax Contributions will be reduced or stopped to meet
 the limitations under Sections 401(a)(17), 402(g) and 415 of the Code and to
 satisfy any suspension period required after a hardship distribution.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (4)

 	
 At least 30 days, but not more than 90 days, before the beginning of
 the Plan Year, the Employer will provide each Covered Participant a
 comprehensive notice of the Participant’s rights and obligations under 

 









15


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 this Automatic Contribution Arrangement, written in a manner
 calculated to be understood by the average Covered Participant. If an
 eligible Employee becomes a Covered Participant after the 90th day before the
 beginning of the Plan Year and does not receive the notice for that reason,
 the notice will be provided within a reasonable period of time and in
 accordance with Section 1.414(w)-1 of the Income Tax Regulations.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 The notice must accurately describe:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 The amount of Automatic Pre-Tax Contributions that will be made on
 the Covered Participant’s behalf in the absence of an affirmative election;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 The Covered Participant’s right to elect to have no Pre-Tax
 Contributions made on his or her behalf or to have a different amount of
 Pre-Tax Contributions made;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 How Automatic Pre-Tax Contributions will be invested in the absence
 of the investment instructions; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

 	
 The Covered Participant’s right to make a withdrawal of Automatic
 Pre-Tax Contributions and the procedures for making such a withdrawal.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (5)

 	
 No later than 75 days after the recordkeeper first receives the
 Covered Participant’s Automatic Pre-Tax Contributions, the Covered
 Participant may request a distribution of his or her Automatic Pre-Tax
 Contributions. In no event shall the Covered Participant be allowed to
 request a distribution of his or her Automatic Pre-Tax Contributions later
 than 90 days after Automatic Pre-Tax Contributions are first withheld from a
 Covered Participant’s pay. No spousal consent is required for such a
 withdrawal. The amount to be distributed from the Plan upon the Covered
 Participant’s request is equal to the amount of Automatic Pre-Tax Contributions
 made through the earlier of (i) the pay date for the second payroll period
 that begins after the Covered Participant’s withdrawal request and (ii) the
 first pay date that occurs after 30 days after the Covered Participant’s
 request, adjusted to reflect any investment gains or losses attributable to
 those contributions through the date of distribution. Any fee charged to the
 Covered Participant for the withdrawal may not be greater than any other fee
 charged for a cash distribution. Unless the Covered Participant affirmatively
 elects otherwise, any withdrawal request will be treated as an affirmative
 election to stop having Automatic Pre-Tax Contributions made on the Covered
 Participant’s behalf as of the date specified above.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Automatic Pre-Tax Contributions distributed pursuant to this
 paragraph (5) are not counted towards the dollar limitation on Pre-Tax
 Contributions contained in Section 402(g) of the Code, nor for the Actual
 Deferral Percentage test. Matching Contributions that might otherwise be
 allocated to a Covered Participant’s account on behalf of Automatic 

 









16


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Pre-Tax Contributions will not be allocated to the extent the Covered
 Participant withdraws such Pre-Tax Contributions pursuant to this paragraph
 (5) and any Matching Contributions already made on account of Automatic
 Pre-Tax Contributions that are later withdrawn pursuant to this paragraph (5)
 will be forfeited.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Roth Contributions

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 Effective January 1, 2010, a
 Participant may elect to irrevocably designate Pre-Tax Contributions (under
 Article III.1.a) as Roth Contributions.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 The Plan will maintain a
 separate record of the amount of Roth Contributions in each Participant’s
 Roth Contribution Account. Contributions and withdrawals of Roth
 Contributions will be credited and debited to the Roth Contribution Account
 maintained for each Participant. Gains, losses, and other credits or charges
 must be separately allocated on a reasonable and consistent basis to each
 Participant’s Roth Contribution Account and the Participant’s other accounts
 under the Plan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)

 	
 No contributions other than Roth
 Contributions and properly attributable earnings will be credited to each
 Participant’s Roth Contribution Account.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (4)

 	
 Unless specifically stated
 otherwise, Roth Contributions will be treated as Pre-Tax Contributions for
 all purposes under the Plan, including in-service hardship withdrawals under
 Article VIII and loans under Article IX, but excluding the Automatic
 Contribution Arrangement under Article III.1. Roth Contributions will also be
 eligible for Employer Match Contributions under Article III.2, under the same
 conditions as Pre-Tax Contributions.

 
	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 Employer
 Match Contributions

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Effective as of
 the end of each Calendar Month, for each dollar a Participant contributes on
 either an after-tax basis or a pre-tax basis, his Employer shall contribute
 $0.50 into the Participant’s Employer Match Contribution Account, subject to
 a maximum Employer Match Contribution of 3% of the Participant’s Compensation
 for that month. Employer Match Contributions shall first be made with respect
 to Participant contributions made on a pre-tax basis, then with respect to
 Participant contributions made on an after-tax basis.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 No Employer Match
 Contributions shall be made with respect to Catch-Up Contributions made by a
 Participant in accordance with Article III.1.b

 
	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 Any amounts
 credited to any Account for a Participant that are forfeited by such
 Participant pursuant to any provision of the Plan shall not be returned to
 the Company but shall be used to reduce the obligations of the Company to
 make Employer Match Contributions under the Plan.

 









17


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 Treatment of Excess Elective Deferral
 Amounts.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The Plan shall not incur any Excess Elective Deferrals.
 Notwithstanding any other provision of the Plan, Excess Elective Deferrals as
 adjusted for income or losses thereon shall be distributed to the
 Participants in accordance with this Article.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 For purposes of this Article, the following definitions shall have
 the following meanings:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 “Elective Deferrals” for a taxable year means the sum of all Employer
 contributions made on behalf of a Participant pursuant to an election to
 defer under any qualified CODA as described in section 401(k) of the Code,
 any simplified employee pension cash or deferred arrangement as described in
 section 402(h)(1)(B) of the Code, any arrangement described in section
 408(p)(2)(A)(i) of the Code, and any Employer contributions made on behalf of
 a Participant for the purchase of an annuity contract under section 403(b) of
 the Code pursuant to a salary reduction agreement.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 “Excess Elective Deferrals” shall mean those Elective Deferrals that
 are includable in a Participant’s gross income under section 402(g) of the
 Code because they exceed the Dollar Limit. Excess Elective Deferrals shall be
 treated as Annual Additions under the Plan, unless they are distributed by
 April 15 of the year following the calendar year in which they were made.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 A Participant may designate for correction under this Plan any Excess
 Elective Deferrals made during the taxable year of the Participant by filing
 a claim in writing with the Plan Administrator no later than March 1
 following the year in which the Excess Elective Deferral was made. Said claim
 shall specify the Participant’s Excess Elective Deferral amount for the
 preceding calendar year, and shall be accompanied by the Participant’s
 written statement that if such amounts are not distributed, such Excess
 Elective Deferral amount, when added to amounts deferred under other plans or
 arrangements described in section 401(k), 408(k), 403(b), or 408(p) of the
 Code, shall exceed the Dollar Limit for the year in which the deferral
 occurred. A Participant shall be deemed to have given the notification
 described above if the Excess Elective Deferral results from Elective
 Deferrals to this Plan or other plans of the Employer or the Employer’s
 Controlled Group.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 A Participant who has designated, or is deemed to have designated, an
 Excess Elective Deferral amount for a taxable year for correction under this
 Plan, in accordance with Subsection II.4.b, shall receive a corrective
 distribution. A distribution shall be treated as a corrective only if:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (1)

 	
 the Participant
 has designated an Excess Elective Deferral for distribution under this Plan,
 or is deemed to make such a designation, in accordance with Subsection III.
 4.b above;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (2)

 	
 the distribution
 is made after the date on which the Plan received the Excess Elective
 Deferral; and

 









18


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (3)

 	
 the Plan Administrator designates the distribution as a corrective
 distribution of an Excess Elective Deferral.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 The Excess Elective Deferral distributed to a Participant with
 respect to a calendar year shall be adjusted to reflect income or loss in the
 Participant’s Pre-Tax Account for the taxable year allocable thereto. The
 income or loss allocable to such Excess Elective Deferral Amount shall be
 determined in accordance with section 402(g) of the Code and the regulations
 thereunder.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 Excess Elective Deferral amounts, as adjusted for income and losses,
 shall be distributed to the Participant no later than April 15 of the year
 following the calendar year in which such Excess Elective Deferral was made.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 Actual Deferral Percentage Test.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The actual deferral percentage (ADP) for Participants who are Highly
 Compensated Employees shall not exceed the greater of a or b, as follows:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 the ADP of Participants who are Non-Highly Compensated Employees
 times 1.25; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 the ADP of Participants who are Non-Highly Compensated Employees
 times 2.0, but not to exceed the ADP of Participants who are Non-Highly
 Compensated Employees by more than 2 percentage points.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 ADP Formula.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 The ADP for a specified group of Participants for a Plan Year shall
 be the average of the Actual Deferral Ratios (ADR) calculated separately for
 each Participant in such group.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Plan Administrator shall determine as soon as practicable after
 the end of the Plan Year whether the ADP for Highly Compensated Employees
 satisfies either of the tests contained in Article III.5. In the event
 neither test is satisfied, the Plan Administrator may elect any of the
 following:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 to recharacterize all or any portion of the Pre-Tax Contributions for
 Highly Compensated Employees as After-Tax Contributions as provided in
 Article III.8;

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 to reduce the allowable Pre-Tax Contributions for Highly Compensated
 Employees as provided in Article III.9; or

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3)

 	
 to make an Additional Contribution (subject to the requirements of
 Article III.10) for all Non-Highly Compensated Employees eligible to make
 contributions under Article III.1.a, in a level dollar amount, within the
 time period required by any applicable law or regulation.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 The Plan shall take into account the ADRs of all eligible Employees
 for purposes of the ADP test. For this purpose, an eligible Employee is any 

 









19


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Employee who is directly or indirectly eligible to make Pre-Tax
 Contributions under the Plan for all or a portion of a Plan Year, including
 an Employee who would be eligible but for his failure to make Pre-Tax
 Contributions and an Employee whose eligibility to make Pre-Tax Contributions
 has been suspended because of an election not to participate. In the case of
 an eligible Employee who makes no Pre-Tax Contributions, the ADR for such
 Employee that is to be included in determining the ADP is zero.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 A Pre-Tax Contribution shall be taken into account under the ADP test
 for a Plan Year only if it relates to Compensation that either would have
 been received by the Employee in the Plan Year (but for the deferral
 election) or is attributable to services performed by the Employee in the
 Plan Year and would have been received by the Employee within 21⁄2 months after
 the close of the Plan Year (but for the deferral election).

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 A Pre-Tax Contribution shall be taken into account under the ADP test
 for a Plan Year only if it is contributed to the Trust before the last day of
 the twelve-month period immediately following the Plan Year to which the
 contribution relates and is allocated within the Plan Year to which the
 contribution relates. A Pre-Tax Contribution is considered allocated as of a
 date within a Plan Year if the allocation is not contingent on participation
 or performance of services after such date.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 The ADR and ADP shall be calculated to the nearest 0.01%.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 Calculation of Excess Contributions.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 The aggregate amount of all Pre-Tax Contributions for all Highly
 Compensated Employees in excess of that permitted under Article III.5
 (hereinafter, “Excess Contributions”) shall be determined in the following
 manner. First, the ADR of the Highly Compensated Employee with the highest
 ADR is reduced to the extent necessary to satisfy the ADP test or cause such
 ADR to equal the ADR of the Highly Compensated Employee with the next highest
 ADR. This process is repeated until the ADP test is satisfied. The amount of
 Excess Contributions for a Highly Compensated Employee is the difference
 between the total of Pre-Tax and other contributions (if any) taken into
 account for the ADP test, and the product of the Employee’s ADR at the time
 the ADP test is satisfied, as determined above, multiplied by the Employee’s
 Compensation.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 The amount of Excess Contributions that are recharacterized under
 Article III.8, or distributed under Article III.9, with respect to an
 Employee for a Plan Year, shall be reduced by Excess Elective Deferrals
 previously distributed to the Employee for the Employee’s taxable year ending
 with or within the Plan Year, in accordance with section 402(g)(2) of the
 Code, and Excess Elective Deferrals to be distributed for a taxable year will
 be reduced by Excess Contributions previously distributed or recharacterized
 for the Plan Year beginning in such taxable year.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 Recharacterization of Excess Contributions.

 









20


Excess Contributions may be recharacterized
as After-Tax Contributions. Recharacterized amounts shall be reallocated to the
Participant’s After-Tax Account, but shall continue to be fully vested and
subject to distribution limitations that apply to Pre-Tax Accounts. In no event
shall any amount be recharacterized for a Highly Compensated Employee to the
extent such amount in combination with other contributions exceeds any other
limit under the Plan. Recharacterization must occur no later than March 15 of
the year following the Plan Year in which the original contributions were made.
Such recharacterization of Excess Contributions shall be made, first, with
respect to the Highly Compensated Employee with the highest dollar amount of
Pre-Tax Contributions in an amount sufficient to cause such Highly Compensated
Employee’s Pre-Tax Contributions to equal the dollar amount of Pre-Tax
Contributions of the Highly Compensated Employee with the next highest dollar
amount of Pre-Tax Contributions. This process is repeated until the total
Excess Contributions determined in Article III.7 are recharacterized.


	
  

 	
  

 
	
 9.

 	
 Distribution of Excess Contributions.

 


Excess Contributions may be distributed to
Participants on whose behalf such Excess Contributions were made, in the manner
set out in the following paragraph, no later than the last day of the Plan Year
following the Plan Year for which they were made. Excess Contributions that are
distributed shall be adjusted to reflect income (or loss) allocable thereon,
determined using a reasonable method of computing the income (or loss)
allocable to Excess Contributions, provided that the method does not violate
section 401(a)(4) of the Code, is used consistently for all Participants and
for all corrective distributions under the Plan for the Plan Year, and is used
by the Plan for allocating income (or loss) to Participant Accounts.


Distributions of the total Excess
Contributions determined in Article III.7 shall be made, first, to the Highly
Compensated Employee with the highest dollar amount of Pre-Tax Contributions in
an amount sufficient to cause such Highly Compensated Employee’s Pre-Tax
Contributions to equal the dollar amount of Pre-Tax Contributions of the Highly
Compensated Employee with the next highest dollar amount of Pre-Tax
Contributions. This process is then repeated until the total Excess
Contributions determined in Article III.7 are distributed.


A Highly Compensated Employee may designate
the extent to which the excess contribution is composed of Pre-Tax
Contributions and Roth Contributions but only to the extent such types of
contributions were made for the year. If the Highly Compensated Employee does
not designate which type of contribution is to be distributed, the Plan will
distribute Pre-Tax Contributions first.


	
  

 	
  

 
	
 10.

 	
 Additional and Employer Match
 Contributions. 

 


Additional Contributions and Employer Match Contributions may be
treated as Pre-Tax Contributions for purposes of the ADP test only if such
contributions are nonforfeitable when made and subject to the same distribution
restrictions that apply to amounts allocable to a Participant’s Pre-Tax
Contribution Account. Additional Contributions and Employer Match Contributions
which may be treated as Pre-Tax Contributions must satisfy these requirements
without regard to whether they are actually taken into account as Pre-Tax
Contributions for purposes of satisfying the ADP test.






21


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 In combination, (a) the Additional and Employer Match Contributions
 for Non-Highly Compensated Employees made under this Article III.10, (b) the
 distribution of Excess Contributions for Highly Compensated Employees in
 accordance with Article III.9, and/or (c) the recharacterized contributions
 under Article III.8, shall be such that at least one of the tests contained
 in Article III.5 is satisfied, or the distribution requirements in Article
 III.9 are satisfied.

 
	
  

 	
  

 	
  

 	
  

 
	
 11.

 	
 Forfeiture of Employer Match Contributions.
 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Any Employer Match Contributions made on account of an Excess
 Contribution or an Excess Elective Deferral shall be forfeited and shall be
 used to reduce the amount of Employer Match Contributions required to be made
 by the Employer for the year of forfeiture.

 
	
  

 	
  

 	
  

 	
  

 
	
 12.

 	
 Actual Contribution Percentage Test. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The actual contribution percentage (ACP) for Participants who are
 Highly Compensated Employees shall not exceed the greater of a or b as
 follows:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 the ACP of Participants who are Non-Highly Compensated Employees
 times 1.25; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 the ACP of Participants who are Non-Highly Compensated Employees
 times 2.0, but not to exceed the ACP of Participants who are Non-Highly
 Compensated Employees by more than 2 percentage points.

 
	
  

 	
  

 	
  

 	
  

 
	
 13.

 	
 ACP Formula.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 The ACP for a specified group of Participants for a Plan Year shall
 be the average of the Actual Contribution Ratios (ACR) calculated separately
 for each Participant in such group.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Plan Administrator shall determine as soon as practicable after
 the end of the Plan Year whether the ACP for Highly Compensated Employees
 satisfies either of the tests contained in Article III.12. In the event
 neither test is satisfied, the Plan Administrator may elect either of the
 following:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 to reduce the allowable Employer Match Contribution and/or After-Tax
 Contributions for Highly Compensated Employees as provided in Article III.14;
 or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 to make an Additional Contribution for all Non-Highly Compensated
 Employees eligible to make contributions under Article III.1.a in a level
 dollar amount, within the time period required by any applicable law or
 regulation.

 









22


	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 The Plan shall take into account the ACRs of all eligible Employees
 for purposes of the ACP test. For this purpose, an eligible Employee is any
 Employee who is directly or indirectly eligible to receive an allocation of
 Employer Match Contributions, including an Employee who would be eligible but
 for his failure to make After-Tax and/or Pre-Tax Contributions and an
 Employee whose right to receive Employer Match Contributions has been
 suspended because of an election not to participate. In the case of an
 eligible Employee who receives no Employer Match Contributions, the ACR that
 is to be included in determining the ACP is zero.

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 An Employer Match Contribution shall be taken into account under the
 ACP test for a Plan Year only if it is made on account of the eligible
 Employee’s After-Tax and/or Pre-Tax Contributions for the Plan Year,
 contributed to the Trust before the last day of the twelve-month period
 immediately following the Plan Year to which the contributions relate and is
 allocated within the Plan Year to which the contributions relate. Employer
 Match Contributions which are used to meet the requirements of section
 401(k)(3)(A) of the Code are not taken into account.

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 The ACR and ACP shall be calculated to the nearest 0.0 I%.

 
	
  

 	
  

 	
  

 
	
 14.

 	
 Calculation of Excess Aggregate
 Contributions.

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 The aggregate amount of contributions for all Highly Compensated Employees
 in excess of that permitted under Article III.12 (hereinafter, “Excess
 Aggregate Contributions”) shall be determined in the following manner. First,
 the ACR of the Highly Compensated Employee with the highest ACR is reduced
 (first, as to After-Tax Contributions, if any, then as to Employer Match
 Contributions) to the extent necessary to satisfy the ACP test or cause such
 ACR to equal the ACR of the Highly Compensated Employee with the next highest
 ACR. This process is repeated until the ACP test is satisfied. The amount of
 Excess Aggregate Contribution for a Highly Compensated Employee is the
 difference between the total of Employer Match Contributions and other
 contributions taken into account for the ACP test, and the product of the
 Employee’s ACR at the time the ACP test is satisfied, as determined above,
 multiplied by the Employee’s Compensation.

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 The amount of Excess Aggregate Contributions for a Plan Year shall be
 determined only after first determining the Excess Contributions that are treated
 as Employee After-Tax Contributions (if any) due to recharacterization of
 such contributions made to this Plan, or to another plan aggregated with this
 Plan under Article III.18, for the Plan Year.

 
	
  

 	
  

 	
  

 
	
 15.

 	
 Distribution of Excess Aggregate Contributions.

 
	
  

 	
  

 	
  

 
	
  

 	
 Excess Aggregate Contributions shall be distributed, in a manner that
 satisfies the requirements described in section 1.401(a)(4)-4 of the Treasury
 regulations (so that after correction each level of matching contributions
 will be currently and effectively available to a group of employees that
 satisfies section 410(b) of the Code), to Participants on whose behalf such
 Excess Aggregate Contributions were made, in the manner set out in the
 following paragraph, to the extent vested, no later than the last day of the
 Plan Year following the Plan Year for which they were made. Non-vested 

 









23


	
  

 	
  

 	
  

 
	
  

 	
 Excess Aggregate Contributions shall be applied as provided in
 Article III.17. Excess Aggregate Contributions shall be adjusted to reflect
 income (or loss) allocable thereon, determined using a reasonable method of
 computing the income (or loss) allocable to Excess Aggregate Contributions,
 provided that the method does not violate section 401(a)(4) of the Code, is
 used consistently for all Participants and for all corrective distributions
 under the Plan for the Plan Year, and is used by the Plan for allocating
 income (or loss) to Participant Accounts.

 
	
  

 	
  

 	
  

 
	
  

 	
 Distributions of the total Excess Aggregate Contributions determined
 in Article III.14 shall be made, first, to the Highly Compensated Employee
 with the highest dollar amount of Employer Match Contributions and After-Tax
 Contributions in an amount sufficient to cause such Highly Compensated
 Employee’s Employer Match Contributions and After-Tax Contributions to equal
 the dollar amount of Employer Match Contributions and After-Tax Contributions
 of the Highly Compensated Employee with the next highest dollar amount of
 Employer Match Contributions and After-Tax Contributions. This process is
 then repeated until the total Excess Aggregate Contributions determined in
 Article III.14 are distributed.

 
	
  

 	
  

 	
  

 
	
 16.

 	
 Additional Contributions.

 
	
  

 	
  

 	
  

 
	
  

 	
 Additional Contributions may be treated as Employer Match
 Contributions only if the conditions described in section 1.401(m)-2(a)(6) of
 the Treasury regulations are satisfied.

 
	
  

 	
  

 	
  

 
	
  

 	
 In combination, (a) the amount of Additional Contributions for
 Non-Highly Compensated Employees made under this Article III.16. and/or (b)
 the distribution of Excess Aggregate Contributions to Highly Compensated
 Employees under Article III.15 shall be such that at least one of the tests
 contained in Article III.12 is satisfied, or the distribution requirements in
 Article III.15 are satisfied.

 
	
  

 	
  

 	
  

 
	
 17.

 	
 Forfeitures. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Amounts forfeited by Highly Compensated Employees due to the
 distribution of Excess Aggregate Contributions shall be treated as an Annual
 Addition under the Plan and shall be applied to reduce future Employer Match
 Contributions required to be made by the Employer. No forfeiture arising
 under this Article shall be allocated to the account of any Highly
 Compensated Employee.

 
	
  

 	
  

 	
  

 
	
 18.

 	
 Special Rules.

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 The ADR and ACR for an Participant who is a Highly Compensated
 Employee for the Plan Year and who is eligible to make Pre-Tax Contributions,
 or to have Employer Match Contributions allocated to his Accounts, or to make
 After-Tax Contributions, under 2 or more plans that are maintained by an
 Employer or the Employer’s Controlled Group shall be determined as if all
 such contributions were made under a single plan.

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 In the event that this Plan satisfies the requirements of sections
 410(b) and 401(a)(4) of the Code only if aggregated with one or more other
 plans, or if one or more other plans satisfy the requirements of sections 410(b)
 and 401(a)(4) of the Code only if aggregated with this Plan, then the
 contribution percentages 

 









24


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and deferral percentages of Participants shall be determined as if all such plans were a
 single plan.

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 The determination and treatment of the contribution percentage of any
 Participant shall satisfy such other requirements as may be prescribed by the
 Secretary of the Treasury.

 
	
  

 	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 	
  

 
	
 19.

 	
 Adjustments to Contribution Limits.

 
	
  

 	
  

 	
  

 
	
  

 	
 Notwithstanding any other Plan provision, the Plan Administrator may
 limit the Pre-Tax Contribution percentage for Employees who have reached the
 Dollar Limit, or the Pre-Tax and/or After-Tax Contribution percentage(s) for
 all or a class of Highly Compensated Employees, as it determines is necessary
 or desirable to assure that the Plan satisfies the requirements of this
 Article III. To the extent no other Plan requirement is violated, that
 portion of any elected Pre-Tax Contribution percentage which is limited under
 this Article III.19, shall instead be treated as an election to make
 After-Tax Contributions.

 
	
  

 	
  

 	
  

 
	
 20.

 	
 Adjustments to Contributions. 

 
	
  

 	
  

 	
  

 
	
  

 	
 A Participant may increase or decrease his rate of After-Tax and/or
 Pre-Tax Contributions at any time by making a new election with the Plan
 Administrator in accordance with reasonable procedures established by the
 Plan Administrator. A Participant may suspend After-Tax and/or Pre-Tax
 Contributions at any time by providing notice to the Plan Administrator in
 accordance with reasonable procedures established by the Plan Administrator.
 A Participant may recommence After-Tax and/or Pre-Tax Contributions to the
 Plan at any time by making a new election with the Plan Administrator. All
 elections of adjustments to contributions shall be effective as soon as practicable
 after the election is filed with the Plan Administrator.

 
	
  

 	
  

 	
  

 
	
 21.

 	
 Permitted Employer Refunds. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Employer contributions hereunder shall be refunded to the Employer
 under the limited circumstances listed below:

 









25


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Any contribution made by the Employer due to a mistake of fact shall
 be refunded to the Employer within one year of such contribution.

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Employer contributions are expressly conditioned on deductibility
 under section 404 of the Code. Any contribution that is disallowed as a
 deduction shall be refunded to the Employer within one year of such
 disallowance.

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Contributions under the Plan are conditioned upon the initial
 qualification of the Plan under section 401(a) of the Code, and any
 contributions shall be refunded to the Employer within one year of a
 determination by the Internal Revenue Service that the Plan is not qualified.

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Refunds of contributions due to a disallowance of deduction, a
 mistake of fact, or a determination by the Internal Revenue Service that the
 Plan is not qualified shall not include earnings attributable to the amount
 being refunded due to disallowance, mistake, or determination that the Plan
 is not qualified, but losses thereto shall reduce the amount to be refunded.

 
	
  

 	
  

 	
  

 
	
 22.

 	
 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.

 









26


ARTICLE IV - INVESTMENT OPTIONS
AND TRANSFERS TO AND FROM THE TRUST


	
  

 	
  

 
	
 1.

 	
 All amounts in the Participants’ Accounts shall be invested in one or
 more of the Investment Funds, which shall be designated by the Administrative
 Committee. Investment Funds may include (but are not limited to) the Fixed
 Income Fund, the Self-Managed Account and Mutual Funds as designated by the
 Administrative Committee. No contributions may be allocated directly to the
 Self-Managed Account.

 
	
  

 	
  

 
	
  

 	
 The Administrative Committee, in its discretion, may change or
 terminate the existing Investment Funds or establish additional Investment
 Funds at any time. However, any Investment Fund that is not an investment
 company registered under the Investment Company Act of 1940 shall be managed
 by an Investment Manager appointed by the Administrative Committee. The
 selection of Investment Fund choices and the administration of Plan
 investments are intended to comply with the requirements of section 404(c) of
 ERISA and the regulations thereunder. To the extent the requirements of
 section 404(c) of ERISA are satisfied, neither the Administrative Committee,
 the Plan Administrator, the Trustee, nor any other Plan fiduciary, shall be
 responsible for any losses resulting from a Participant’s individual
 selection of Investment Fund choices.

 
	
  

 	
  

 
	
 2.

 	
 All funds of the Plan shall be invested by the Trustee in accordance
 with the provisions of the Plan and Trust Agreement.

 
	
  

 	
  

 
	
 3.

 	
 A Participant shall elect an investment mix in accordance with
 procedures established by the Plan Administrator. Subject to the limitation
 in Article IV.1 regarding investments in the Self-Managed Account,
 contributions may be invested in any combination of the investment options
 available under the Plan in increments of 1%. The Participant may change his
 election at any time by notifying the Plan Administrator, in accordance with
 reasonable procedures established by the Plan Administrator, to be effective
 with the first payroll disbursed after receipt and completion of processing by
 the Plan Administrator of such direction.

 
	
  

 	
  

 
	
  

 	
 For a Participant who is a WGSC Plan Transferee, as defined in
 Article III.1.a (or an individual who would have been identified as an
 “Employee” under Section 3.15(a) of the Asset Purchase Agreement dated October
 25, 2002 between WGSC and CWEMC relating to the purchase of certain assets
 related to WGSC’s Electro-Mechanical Division, except that he had previously
 retired or terminated from employment), the Participant’s most recent
 investment election, if any, under the WGSGS Plan shall remain in effect
 under this Plan for purposes of allocating contributions hereunder until
 changed by the Participant; provided, however, that any amount designated to
 be allocated to an Investment Fund that is not offered under this Plan shall
 instead be allocated to the most similar Investment Fund offered under the
 Plan, as determined by the Plan Administrator.

 
	
  

 	
  

 
	
 4.

 	
 A Participant other than a Terminated Participant who has received a
 Rollover Distribution from a qualified defined contribution plan or defined
 benefit plan, or a distribution from an individual retirement account, or a
 distribution from an annuity contract described in section 403(b) of the
 Code, or a distribution from an eligible plan under section 457B(b) of the
 Code that is maintained by an employer described in 

 









27


	
  

 	
  

 
	
  

 	
 section 457(e)(1)(A) of the Code, may elect, in accordance with
 reasonable procedures established by the Plan Administrator, to rollover not
 more than the cash value of the distribution, less any amount attributable to
 the Participant’s after-tax contributions, to his Rollover Account within 60
 days of receipt of such distribution. 

 
	
  

 	
  

 
	
  

 	
 In addition, a Participant other than a Terminated Participant may
 authorize the Trustee of the Curtiss-Wright Electro-Mechanical Division
 Pension Plan to transfer the entire balance to the credit of the Participant
 in such plan directly to his Pension Rollover Account under this Plan if such
 transfer satisfies the requirements of section 1.411(d)-4, Q&A-3(b) of
 the Treasury regulations.

 
	
  

 	
  

 
	
  

 	
 The Participant may elect to invest any amount rolled over or
 transferred to this Plan in any of the investment options available under the
 Plan in increments of 1%.

 
	
  

 	
  

 
	
  

 	
 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 Employer (as defined in Article I.26 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.

 
	
  

 	
  

 
	
  

 	
 In addition, effective January 1, 2010, a Participant other than a
 Terminated Participant may elect, in accordance with reasonable procedures
 established by the Plan Administrator, to directly rollover to his Roth
 Contribution Account a direct rollover from another Roth Contribution Account
 under an applicable retirement plan described in section 402A(e)(1) of the
 Code and only to the extent the rollover is permitted under the rules of
 section 402(c) of the Code.

 
	
  

 	
  

 
	
 5.

 	
 Any Participant who ceases to be an Employee shall continue to have
 the authority to direct the investment of his Accounts in accordance with the
 provisions of Article IV.6.

 
	
  

 	
  

 
	
 6.

 	
 Contributions made by or on behalf of a Participant shall be invested
 in the Investment Fund or Funds selected by the Participant until the
 effective date of a new designation which has been properly provided to the
 Plan Administrator in accordance with reasonable procedures established by
 the Plan Administrator. A designation provided by a Participant changing his
 investment options shall apply to investment of future deposits and/or to
 amounts already accumulated in his Accounts. 

 
	
  

 	
  

 
	
  

 	
 A Participant may change his investment options for new contributions
 and/or change his investment selection with regard to amounts already
 accumulated in his Accounts

 









28


	
  

 	
  

 
	
  

 	
 at any time by providing notice to the Plan Administrator in
 accordance with reasonable procedures established by the Plan Administrator. 

 
	
  

 	
  

 
	
  

 	
 Any changes in a Participant’s investment mix made under this Article
 IV.6 for new contributions and any changes in a Participant’s investments
 made under this Article IV.6 for amounts already accumulated in his Accounts
 will take effect as soon as administratively practicable after the
 transaction has been accepted by the Plan Administrator. Such change shall be
 subject to any actions taken by the Mutual Fund sponsors based upon liquidity
 needs.

 
	
  

 	
  

 
	
 7.

 	
 In the event an Employer should sell or acquire shares of stock or
 other assets or properties of any other company which has a defined
 contribution plan, qualified under Section 401(a) of the Code, in effect at
 the time of such sale or acquisition, the Administrative Committee may, in
 such manner and to such extent as it deems advisable, accept a trust to trust
 transfer of assets from the defined contribution plan of such company for any
 employees who will become, or will remain as a Participant in the Plan,
 provided that the trust from which such assets are transferred permits the
 transfer to be made and the transfer will not jeopardize the tax exempt
 status of the Plan or the Trust or create adverse tax consequences for the
 Employer.

 
	
  

 	
  

 
	
 8.

 	
 If any amounts are directly or indirectly transferred to this Plan in
 a trust-to-trust transfer from a plan that is described in clause (i) or (ii)
 of Section 401(a)(11)(B) of the Code or to which clause (III) of Section
 401(a)(11)(B)(iii) of the Code applies, such amounts and any earnings thereon
 shall be subject to the requirements of Section 401(a)(11)(A) and Section 417
 of the Code.

 









29


ARTICLE V - VALUATION OF
INVESTMENTS AND CREDITS TO ACCOUNTS


	
  

 	
  

 
	
 1.

 	
 The value of each Participant’s Accounts as of each Valuation Date
 shall be determined after reflecting any transfers, withdrawals, or
 contributions as of such date.

 
	
  

 	
  

 
	
 2.

 	
 The interests of a Participant in all Investment Funds except the
 Self-Managed Account shall be represented by Units that shall be valued and
 credited to each Participant’s Accounts as follows: the value of a Unit of
 the Investment Funds within each Account of the Participant shall be
 determined as of each Valuation Date by dividing the total number of Units
 within each such fund immediately prior to the Valuation Date into the value
 of all the assets then held by the Trustee with respect to such Fund.

 
	
  

 	
  

 
	
  

 	
 For investments in all Investment Funds except the Self-Managed
 Account, the appropriate Accounts of each Participant as of each Valuation
 Date shall be credited with that number of Units (calculated to the fourth
 decimal place) determined by dividing (a) contributions made and amounts
 transferred into each of the funds by or on behalf of such Participant by (b)
 the value of a Unit of such fund as of the Valuation Date.

 
	
  

 	
  

 
	
 3.

 	
 For investments in all Investment Funds except the Self-Managed
 Account and any Mutual Funds, the appropriate Accounts of each Participant as
 of each Valuation Date shall be credited with that number of Units
 (calculated to the fourth decimal place) determined by dividing (a)
 contributions made and amounts transferred into each of the funds by or on
 behalf of such Participant by (b) the value of a Unit of such fund as of the
 Valuation Date.

 
	
  

 	
  

 
	
 4.

 	
 For investments in the Self-Managed Account, the appropriate Accounts
 of each Participant as of each Valuation Date shall be credited with that
 amount that equals the current cash value of the Self-Managed Account.

 
	
  

 	
  

 
	
 5.

 	
 Each Participant shall be furnished with a statement of his Accounts
 under the Plan, as required by section 404(c) of ERISA and the regulations
 thereunder, and any other applicable provision of ERISA.

 









30


ARTICLE VI - VESTING OF ACCOUNTS


	
  

 	
  

 	
  

 
	
 1.

 	
 A Participant shall at all times be one hundred percent (100%) vested
 in, and have a nonforfeitable right to, his After-Tax, Pre-Tax, Catch-Up
 Contribution, Rollover, Pension Rollover, and Additional Contribution
 Accounts.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 Notwithstanding any other provision of the Plan to the contrary, a
 Participant who is a WGSC Plan Transferee, as defined in Article III.1.a
 shall remain one 100% vested in, and have a nonforfeitable right to, all
 amounts transferred from the WGSGSP to his Accounts under the Plan.

 
	
  

 	
  

 	
  

 
	
 3.

 	
 a.

 	
 Subject to Article VI.2 above and Subsection VI.3.b, a Participant
 will become vested in amounts credited to his Employer Matching Contribution
 Account in accordance with the following schedule:

 






	
  

 	
  

 	
  

 	
  

 
	
 Years of Eligibility Service

 	
  

 	
 Vested Percentage

 	
  

 
	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Less than 1

 	
  

 	
 0

 	
 %

 
	
 1 but less than 2

 	
  

 	
 20

 	
 %

 
	
 2 but less than 3

 	
  

 	
 40

 	
 %

 
	
 3 but less than 4

 	
  

 	
 60

 	
 %

 
	
 4 but less than 5

 	
  

 	
 80

 	
 %

 
	
 5 or more

 	
  

 	
 100

 	
 %

 






	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Notwithstanding Subsections VI.3.a, the Employer Match Contribution
 Account shall become 100% vested upon the earliest of the retirement, death
 (including death while performing qualified military service, pursuant to the
 Heroes Earnings Assistance and Relief Tax Act of 2008) or attainment of age
 65 of a Participant who is earning Eligibility Service at such time.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 a.

 	
 Subject to the requirements of Subsection VI.4(c), if a Participant
 terminates employment prior to becoming fully vested in his Employer Match
 Contribution Account, the unvested portion of such Account will be forfeited.
 If the Terminated Participant is subsequently re-employed by an Employer, an
 Affiliated Entity, before he incurs a period of break in service of 5 years,
 the dollar value of the forfeited amount shall be restored to his Employer
 Match Contribution Account without adjustment for gains or losses since the
 date of forfeiture. 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.

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 For purposes of Subsection VI.4.a and c, the term “break in service”
 means an event affecting forfeitures. A period of break in service shall be
 deemed to commence as of the Participant’s severance date and to end on the
 first date thereafter that he is again employed by the Employer or an
 Affiliated Entity, provided, however, that if he is reemployed by the
 Employer or an Affiliated Entity within one year after a severance date, no
 break in service shall be deemed to have commenced; and provided, further,
 however, that if an employee is absent 

 









31


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 from work immediately following his active employment, irrespective of
 whether the employee’s employment is terminated, because of the employee’s
 pregnancy, the birth of the employee’s child, the placement of a child with
 the employee in connection with the adoption of that child by the employee,
 or for purposes of caring for that child for a period beginning immediately
 following that birth or placement, a break in service shall be deemed to have
 commenced only if the Participant does not return to work within two years of his
 severance date. A period of approved leave of absence or a period of
 uniformed service duty which is included in the Participant’s Eligibility
 Service shall not be deemed a period of break in service. For the purpose of
 determining whether a period of break in service has commenced, a
 Participant’s severance date, shall be, with respect to employment with the
 Employer and all Affiliated Entities, the earlier of (i) the date he quits,
 retires, is discharged, or dies or (ii) the last day of an authorized leave
 of absence, or if later, the first anniversary of the date on which he is
 first absent from service, with or without pay, for any reason such as
 vacation, sickness, disability, layoff, or leave of absence.

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 If a Participant has received a complete distribution of the vested
 portion of his Employer Matching Contribution Account upon his termination of
 employment, upon his subsequent reemployment by the Company before he has
 incurred a period of break in service of 5 years, he will have the non-vested
 portion of his Employer Matching Contribution Account, which was forfeited at
 the time of his termination and distribution, reinstated as soon as
 administratively feasible following his repayment to the Plan of the amount
 distributed from the Plan. The Participant will have five years from his
 rehire date to repay his distribution to the Plan and have his forfeited
 amount reinstated to his account.

 
	
  

 	
  

 	
  

 
	
 5.

 	
 Any forfeited amounts that are restored pursuant to Article VI.4
 shall be invested in accordance with the investment election in effect at the
 time of restoration. In the event the Participant does not have a current
 investment election in effect, the restored amount will be invested in the
 Fixed Income Fund.

 










32


ARTICLE VII - DISTRIBUTION OF
ACCOUNTS UPON TERMINATION,

RETIREMENT, OR DEATH


	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 In the event a Participant becomes a Terminated Participant, the
 following shall apply:

 
	
  

 	
  

 
	
  

 	
 a.

 	
 If the total value of vested Accounts is $1,000 or less, a total
 distribution shall be made automatically to a Terminated Participant.
 Distributions of all Investment Funds shall be made in cash.

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 If the total value of vested Accounts exceeds $1,000, the Terminated
 Participant may elect a total distribution in cash or may elect to leave his
 vested Accounts in the Plan. If he elects to leave his vested Accounts in the
 Plan, all of his Accounts shall continue to be invested as they were
 immediately prior to his becoming a Terminated Participant, unless he elects
 to transfer such investments to any other available investment option in the
 Plan. Amounts that remain in the Plan must be withdrawn in one lump sum only
 on or prior to the April 1 following the calendar year in which the
 Terminated Participant attains age 70-1/2; no partial distributions shall be
 permitted. Participants will be entitled to receive an amount equivalent to
 the value of the vested Accounts on the first Valuation Date after the
 distribution has been approved by the Plan Administrator. If no direction is
 provided by the Participant prior to the April 1 following the calendar year
 following the Participant’s attainment of age 70-1/2, distribution of all
 vested Accounts shall automatically be made in cash by said April 1.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 In the event a Participant becomes a Retired Participant, the
 following shall apply:

 
	
  

 	
  

 
	
  

 	
 a.

 	
 The Retired Participant may elect an immediate distribution of all of
 his Accounts in cash. If he elects an immediate distribution, his Accounts
 shall be distributed to him as soon as practicable after his retirement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 The Retired Participant may elect to have his Accounts distributed in
 accordance with one of the following options:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 He may elect to receive monthly or annual installments, the amount of
 which is determined by the Retired Participant at retirement. Installments
 will begin as soon as practicable after the request is received from the
 Retired Participant and approved by the Plan Administrator. Each subsequent
 annual installment will be processed as soon as practicable on the annual
 anniversary of the first payment. Monthly installments shall be processed as
 of the last Valuation Date in each month.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 All payments under this option will be made in cash.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 A Retired Participant who elects to receive monthly or annual
 installments pursuant to this Article VII.2.b(1) may cancel or change such
 election at any time. He may also elect a partial distribution as described
 in Article VII.2.b(2).

 









33


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Notwithstanding the above, payments under this option must be at
 least equivalent to the amount required under section 401(a)(9) of the Code
 and regulations issued thereunder as described in Article VII.5.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 He may elect to defer receipt of his Accounts until such time as he
 instructs the Plan Administrator that he wishes to receive his Accounts in
 whole or in part. In no event, however, may he defer receipt of his first
 payment beyond April 1 following the calendar year in which he attains age
 70-1/2, and such first payment and all subsequent payments must be at least
 equal to the amounts required under section 401(a)(9) of the Code and
 regulations issued thereunder as described in Article VII.5. A Retired
 Participant may request a distribution at any time. The distribution may be
 either (a) prorated across all Investment Funds in which the Retired
 Participant is invested or (b) directed against specific funds based upon the
 Participant’s request. 

 
	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 A Participant who becomes a Totally Disabled Participant shall be
 treated for the purpose of this Article VI as though he were retired on the
 date he is declared a Totally Disabled Participant, and he shall be entitled
 to the same options set forth above in Article VII.2.

 
	
  

 	
  

 
	
 4.

 	
 In the event of the death of a Participant who is not a Terminated
 Participant, the following shall apply:

 
	
  

 	
  

 
	
  

 	
 a.

 	
 If the total value of Accounts is $1,000 or less, a total
 distribution shall be made in cash, automatically, to the designated
 Beneficiary.

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 If the total value of Accounts exceeds $1,000 and the designated
 Beneficiary is not the Surviving Spouse, a total distribution shall be made
 in cash, automatically, to the designated Beneficiary.

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 If the total value of Accounts exceeds $1,000 and the designated
 Beneficiary is the Surviving Spouse of a Retired of Totally Disabled
 Participant, the Surviving Spouse may elect a total distribution or may elect
 to leave his Accounts in the Plan. If the Surviving Spouse elects to leave
 his Accounts in the Plan he shall be treated as a Retired Participant and the
 investment and payment options which are available to Retired Participants
 shall be available to the Surviving Spouse.

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 If the total value of Accounts exceeds $1,000 and the designated
 Beneficiary is the Surviving Spouse of an active or Terminated Participant,
 the Surviving Spouse may elect a total distribution or may elect to leave his
 Accounts in the Plan. If the Surviving Spouse elects to leave his Accounts in
 the Plan he shall be treated as a Terminated Participant and the investment
 and payment options which are available to Terminated Participants shall be
 available to the Surviving Spouse.

 
	
  

 	
  

 	
  

 
	
 5.

 	
 In no event shall a Participant (or Beneficiary, if applicable)
 receive less than the minimum annual payment as required by section 401(a)(9)
 of the Code and regulations thereunder, including Treasury regulation section
 1.401(a)(9)-2. The provisions of this

 









34


	
  

 	
  

 
	
  

 	
 Article VII.5 override any distribution options in the Plan which are
 inconsistent with section 401(a)(9) of the Code.

 
	
  

 	
  

 
	
  

 	
 The first minimum payment for a Participant who is required to
 receive a distribution in accordance with section 401(a)(9) of the Code shall
 be determined by dividing (i) the total value of the Participant’s Accounts
 at the beginning of the year in which he is required to take a distribution
 pursuant to the requirements of section 401(a)(9) of the Code by the life
 expectancy factor set forth in Treasury regulations for the life of that
 Participant (or, if applicable, the joint life expectancy factor set forth in
 Treasury regulations for the lives of the Participant and his designated
 Beneficiary). 

 
	
  

 	
  

 
	
  

 	
 The first minimum payment must be made by April I of the year
 following the later of the year during which the Participant (a) attains age
 701⁄2, or (b) retires; provided, however, that the first minimum payment must
 be made by April I following the year in which the Participant attains age
 701⁄2 if the Participant is a 5%-owner of the Company. The second minimum
 payment uses the total value of the Participant’s Accounts at the end of the
 year during which the preceding sentence first applies (reduced by the first
 payment if such payment is not made during the year in which the preceding
 sentence first applies) and the original life expectancy factor decreased by
 1 year. This second minimum payment is due by the end of the year following
 the year during which he attains age 701⁄2 or retires (age 701⁄2 if the
 Participant is a 5%-owner of the Company). All subsequent minimum payments
 are required to be made by the end of each year using the total value of the
 Participant’s Accounts at the end of the previous year and the previous life
 expectancy factor decreased by 1 year.

 
	
  

 	
  

 
	
  

 	
 If the Participant dies before the time when distributions are
 considered to have commenced in accordance with section 401(a)(9) of the
 Code, distributions will satisfy section 401(a)(9) of the Code as follows:
 (1) any remaining portion of the Participant’s Accounts that is not payable
 to a Beneficiary will be distributed within five years after the Participant’s
 death; and (ii) any portion of the Participant’s interest that is payable to
 a Beneficiary will be distributed either (a) if the Beneficiary elects,
 within five years after the Participant’s death, or (b) over the life of the
 Beneficiary or over a period certain not extending beyond the life expectancy
 of the Beneficiary, commencing no later than the end of the calendar year
 following the calendar year in which the Participant died (or, if the
 Beneficiary is the Participant’s surviving spouse, commencing not later than
 the end of the calendar year in which the Participant would have attained age
 701⁄2). If the Participant dies after the time when distributions are
 considered to have commenced in accordance with section 401(a)(9) of the
 Code, any remaining portion of the Participant’s Accounts will be distributed
 at least as rapidly as under the distribution method being used under section
 401(a)(9)(A)(ii) of the Code, as of the Participant’s death.

 
	
  

 	
  

 
	
 6.

 	
 Unless the Alternate Payee is an Employee or a Retired Participant,
 any amounts segregated under this Plan for the benefit of the Alternate Payee
 pursuant to a QDRO shall be distributed to the Alternate Payee as soon as
 practicable following the qualification of the QDRO by the Plan
 Administrator.

 
	
  

 	
  

 
	
 7.

 	
 Each Participant shall keep the Plan Administrator informed of his
 current address and the current address of his Beneficiary(ies). Neither the
 Plan Administrator, the Company, the Administrative Committee nor the Trustee
 shall be obligated to search for the whereabouts of any person. If the
 location of a Participant is not made known

 









35


	
  

 	
  

 	
  

 
	
  

 	
 to the Plan Administrator and after diligent efforts to ascertain the
 whereabouts of the Participant or Beneficiary(ies) prove unsuccessful, the
 total value of the Participant’s Accounts shall be deemed a forfeiture and
 shall be used to reduce the amount of Employer Match Contributions required
 to be made by the Employer to the Plan for the Plan Year next following the
 year in which the forfeiture occurs; provided, however, that in the event
 that the Participant or a Beneficiary makes a claim for any amount that has
 been forfeited, the Accounts which have been forfeited shall be reinstated
 without adjustment for gains or losses.

 
	
  

 	
  

 
	
 8.

 	
 Subject to the minimum distribution rules set forth in Article VII.5,
 unless otherwise elected by a Participant, distribution of Plan benefits will
 begin not later than 60 days after the close of the Plan Year in which the
 latest of the following occurs:

 
	
  

 	
  

 
	
  

 	
 a.

 	
 the Participant attains age 65;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 the 10th anniversary of the date the Participant commenced
 participation in the Plan; or

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 the date the Participant terminates service with an Employer.

 
	
  

 	
  

 	
  

 
	
  

 	
 in the event a Participant fails to file an election form under
 Article VII.1 or 2 to commence payments of his Accounts, he shall be deemed
 to have elected to defer payment to the latest commencement date permitted
 under Article VII.1 or 2, as applicable.

 
	
  

 	
  

 
	
 9.

 	
 Rollovers Out of the Plan. 

 
	
  

 	
  

 
	
  

 	
 Notwithstanding any provision of the Plan to the contrary that would
 otherwise limit a Distributee’s election under this Article, a “Distributee”
 (as defined in Article VII.10) may elect, at the time and in the manner
 prescribed by the Plan Administrator, to have any portion of an “Eligible Rollover
 Distribution” (as defined in Article VII.11) paid directly to an “Eligible
 Retirement Plan” (as defined in Article VII.12) specified by the Distributee
 in a “Direct Rollover” (as defined in Article VII.13).

 
	
  

 	
  

 
	
 10.

 	
 Distributee. 

 
	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 
	
 11.

 	
 Eligible Rollover Distribution. 

 
	
  

 	
  

 
	
  

 	
 An Eligible Rollover Distribution is 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 10 years
 or more; (ii)

 









36


	
  

 	
  

 
	
  

 	
 any distribution to the extent such distribution is required under
 section 401(a)(9) of the Code; (ii) a hardship distribution as described in
 Article VIII.2; and (iii) the portion of any distribution that is not
 includable in gross income (determined without regard to the exclusion for
 net unrealized appreciation with respect to employer securities).
 Notwithstanding clause (iii) of the foregoing sentence, a portion of a
 distribution shall not fail to be an eligible rollover distribution merely
 because the portion consists of after-tax employee contributions which are
 not includible in gross income, provided, however, such portion may be
 transferred only to an individual retirement account or annuity described in
 section 408(a) or (b) of the Code, or to a qualified plan described in
 section 401(a) or 403(a) of the Code that agrees to separately account for
 amounts so transferred, including separately accounting for the portion of
 such distribution which is includible in gross income and the portion of such
 distribution which is not so includible.

 
	
  

 	
  

 
	
 12.

 	
 Eligible Retirement Plan. 

 
	
  

 	
  

 
	
  

 	
 An Eligible Retirement Plan is an individual retirement account
 described in section 408(a) of the Code, an individual retirement annuity
 described in section 408(b) of the Code, an annuity plan described in section
 403(a) of the Code, a Roth individual retirement account described in section
 408A of the Code, or a qualified trust described in section 401(a) of the
 Code, that accepts the Distributee’s Eligible Rollover Distribution, an annuity
 contract described in section 403(b) of the Code, and 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.

 
	
  

 	
  

 
	
  

 	
 Notwithstanding the above, a direct rollover of a distribution from a
 Roth Contribution Account will only be made to another Roth Contribution
 Account under an applicable retirement plan described in section 402A(e)(1)
 of the Code or to a Roth IRA described in section 408A of the Code, and only
 to the extent the rollover is permitted under the rules of section 402(c) of
 the Code

 
	
  

 	
  

 
	
 13.

 	
 Direct Rollover. 

 
	
  

 	
  

 
	
  

 	
 A Direct Rollover is a payment by the Plan to the Eligible Retirement
 Plan specified by the Distributee.

 
	
  

 	
  

 
	
 14.

 	
 A Terminated Participant or a Retired Participant may authorize the
 Trustee of this Plan to transfer the total value of such Participant’s
 Accounts from the Trust of this Plan to the trust of any other qualified plan
 which permits such transfers, if such transfer satisfies the requirements of
 section 1.411(d)-4, Q&A-3(b) of the Treasury regulations. Any transfer
 shall be in a form acceptable to the plan to which such distribution is being
 transferred, subject to the terms of this Plan.

 
	
  

 	
  

 
	
 15.

 	
 Subject to Article VII.5, Article VII.6, and Article VII.8, a
 Participant who is earning Eligibility Service shall not be eligible to
 receive a distribution under the Plan.

 









37


ARTICLE VIII - IN-SERVICE WITHDRAWALS


	
  

 	
  

 	
  

 
	
 1.

 	
 A Participant shall be permitted to make a withdrawal for any reason
 from his Pension Rollover Account, his Rollover Account and/or his After-Tax
 Account. 

 
	
  

 	
  

 
	
 2.

 	
 A Non-Vested Participant shall be permitted to make a withdrawal from
 his Pre-Tax Account or his Catch-Up Contribution Account only in the case of
 a hardship. 

 
	
  

 	
  

 
	
  

 	
 A Vested Participant shall be permitted to make a withdrawal for any
 reason from his Pre-Tax Account upon the attainment of age 591⁄2. A Vested
 Participant shall be permitted to make a withdrawal from his Pre-Tax Account
 or his Catch-Up Contribution Account before attaining age 591⁄2 only in the
 case of hardship. 

 
	
  

 	
  

 
	
  

 	
 A Vested or Non-Vested Participant shall be permitted to make a
 withdrawal from his Roth Contribution Account only in the case of hardship.
 For purposes of this Article VIII.2, Roth Contributions shall be treated as
 Pre-Tax Contributions.

 
	
  

 	
  

 
	
  

 	
 For purposes of this Article VIII.2, a Participant who is vested in
 his Employer Match Contribution Account pursuant to Article VI.2 only shall
 be treated as a Non-Vested Participant. A Retired Participant who has been
 rehired as an Employee and has Accounts remaining in the Plan shall be
 permitted to make a withdrawal from that portion of his Pre-Tax Account and
 his Catch-Up Contribution Account attributable to amounts in those Accounts
 as of his date of rehire.

 
	
  

 	
  

 
	
  

 	
 Hardship withdrawals from the Pre-Tax Account or Catch-Up are limited
 to the amount contributed by the Participant to the Pre-Tax Account or
 Catch-Up Contribution, or the value of such Account, whichever is less. The
 following situations are considered to constitute a hardship for purposes of
 this Plan:

 
	
  

 	
  

 
	
  

 	
 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)(i)(B) of the Code);

 









38


	
  

 	
  

 	
  

 
	
  

 	
 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% of
 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.

 
	
  

 	
  

 	
  

 
	
 3.

 	
 Each time a Participant applies for a hardship withdrawal, he must
 submit documentation to substantiate the withdrawal as required by the Plan
 Administrator. 

 
	
  

 	
  

 
	
  

 	
 A hardship withdrawal shall not be permitted from the Pre-Tax Account
 and/or the Catch-Up Contribution Account, if the Participant has other resources
 available to meet the financial need. In order to qualify for a hardship
 withdrawal from his Pre-Tax Account, a Participant must withdraw the total
 amount available for withdrawal absent hardship from his After-Tax Account
 and Employer Match Contribution Account and submit a statement that
 acknowledges that his situation cannot be relieved by any of the following:

 
	
  

 	
  

 
	
  

 	
 a.

 	
 the proceeds from an insurance policy;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 the reasonable liquidation of the Participant’s assets;

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 the discontinuance of the Participant’s contributions under the Plan;
 or

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 a loan from his Pre-Tax Account, a distribution or loan from any
 other plan, or a commercial loan.

 
	
  

 	
  

 	
  

 
	
  

 	
 If a loan is available from this Plan in the amount that would
 satisfy the hardship request, a Pre-Tax Account hardship withdrawal will not
 be permitted.

 
	
  

 	
  

 
	
  

 	
 A hardship withdrawal from a Participant’s Pre-Tax Account or
 Catch-Up Contributions Account may not be made unless the Participant is
 suspended from making After-tax Contributions to the Plan and he is suspended
 from having Pre-Tax Contributions, Catch-up Contributions and Employer Match
 Contributions made on his behalf to the Plan (and he is suspended from making
 employee contributions and elective contributions to all other qualified and
 nonqualified plans of deferred compensation inclusive of stock option, stock
 purchase, and similar plans maintained by an Employer or an Affiliated
 Entity, excluding mandatory employee contributions to a defined benefit plan
 or health or welfare benefit plans, and, further, is prohibited from
 exercising any option granted to him under any of the Company’s stock option
 plans) for the 6 month period beginning on the effective date of the
 withdrawal pursuant to Article VIII.2. 

 
	
  

 	
  

 
	
 4.

 	
 A Vested Participant shall be permitted to make a withdrawal for any
 reason from his Employer Match Contribution Account. 

 
	
  

 	
  

 
	
  

 	
 A Non-Vested Participant shall be permitted to make a withdrawal from
 the vested portion of his Employer Match Contribution Account upon the attainment
 of age 59-1/2.

 









39


	
  

 	
  

 	
  

 
	
  

 	
 For purposes of this Article VIII.4 a Participant who is vested in
 his Employer Match Contribution Account pursuant to Article VI.2 only shall
 be treated as a Non-Vested Participant.

 
	
  

 	
  

 
	
 5.

 	
 To the extent permitted in Articles VIII.1, VIII.2, VIII.3, and
 VIII.4 in-service withdrawals will be permitted at any time; provided,
 however, that no in-service withdrawals of amounts held in the Self-Managed
 Account are permitted. 

 
	
  

 	
  

 
	
  

 	
 A request for an in-service withdrawal must be made to the Plan
 Administrator. All withdrawals, with the exception of hardship withdrawals,
 may be either (a) prorated across all Investment Funds in which the
 Participant is invested or (b) directed against specific Investment Funds
 based upon the Participant’s request. Distributions of all Investment Funds
 shall be made in cash. 

 
	
  

 	
  

 
	
  

 	
 All non-hardship withdrawals will be derived from the available
 Accounts of each Participant based upon the following hierarchy:

 
	
  

 	
  

 
	
  

 	
 a.

 	
 After-Tax Account and Pension Rollover Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Rollover Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Vested portion of Employer Match Contribution Account;

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Pre-Tax Account.

 
	
  

 	
  

 	
  

 
	
  

 	
 Hardship withdrawals will be derived from the Account from which the
 hardship is being taken and will be prorated across all Investment Funds in
 which the Participant is invested in that Account.

 
	
  

 	
  

 
	
 6.

 	
 (a).

 	
 A Participant who is on active military duty for more than 30 days
 may request a distribution of all or a portion of his or her Pre-Tax Account
 or his Catch-Up Contribution Account. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 A Participant who takes such a distribution shall be prohibited from
 making Pre-Tax, Catch-Up 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.

 









40


ARTICLE IX - LOANS


	
  

 	
  

 	
  

 
	
 1.

 	
 A Participant, other than a Terminated Participant, a Retired
 Participant, a Totally Disabled Participant or a Surviving Spouse, may
 request a loan from his Accounts in the Plan in accordance with the
 following:

 
	
  

 	
  

 
	
  

 	
 a.

 	
 Loans must be requested in multiples of $100 with a minimum amount of
 $1,000. The maximum loan amount is limited by law to be 50% of the vested
 balance in his Accounts, with an overall maximum of $50,000 reduced by the
 highest outstanding loan balance during the preceding 12 months. If a
 Participant requests a loan that exceeds the maximum allowable loan, the loan
 will be issued for the maximum amount available.

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 The Plan Administrator shall determine whether the application for a
 loan is to be approved. All applications for loans shall be evaluated in a
 uniform and nondiscriminatory manner. A Participant who takes a loan from the
 Plan shall be subject to, and will be required to comply with the specific
 terms and conditions of any loans made under the Plan, as established by the
 Plan Administrator.

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 To the extent permitted in this Article IX, a Participant will be
 permitted to have up to 2 outstanding loans at any given time. Loans may be
 either (i) prorated across all Investment Funds in which the Participant is
 invested or (ii) directed against specific Investment Funds based upon the
 Participant’s request; provided, however, that no loan may be taken from
 amounts held in the Self-Managed Account. All loans will be derived from the
 available Accounts of each Participant based upon the following hierarchy:

 






	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Pre-Tax Account;

 
	
  

 	
 (ii)

 	
 After-Tax Account
 and Pension Rollover Account;

 
	
  

 	
 (iii)

 	
 Rollover Account;

 
	
  

 	
 (iv)

 	
 Vested portion of
 Employer Match Contribution Account

 






	
  

 	
  

 	
  

 	
  

 
	
 d.

 	
 Loans shall be made to the Participant in cash and shall be derived
 from the Participant’s Investment Funds based upon the value as of the first
 Valuation Date after the loan has been approved by the Plan Administrator.

 
	
  

 	
  

 	
  

 
	
 e.

 	
 Loan repayments shall be made by payroll deductions. The Participant
 may elect repayment periods of 6 to 60 months in increments of 6 months. 

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 At any time prior to the due date of the final loan payment, the
 Participant may elect to partially repay the loan or make repayment in full. 

 
	
  

 	
  

 	
  

 
	
  

 	
 During the repayment period, loan repayments shall be allocated to
 the Accounts of Participants of a pro rata basis. Repayments shall be
 invested in the investment options in effect for current contributions at the
 time the repayments are made. In the event the Participant does not have a
 current election in effect for either his Pre-Tax Contributions or his
 After-Tax Contributions, the current election in effect for his Employer
 Match Contribution

 









41


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Account shall be used; provided, however, that no amount of a loan
 repayment shall be allocated to the Self-Managed Account. If a current
 election does not exist for his Employer Match Contribution Account, then the
 repayments shall be invested in the Fixed Income Fund.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Repayments to an Investment Fund shall purchase Units based upon the
 value of each Unit on the Valuation Date in which the Accounts of
 Participants are credited.

 
	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 For each Plan Year, the interest rate to be charged for the term of
 the loans initiated in the Plan Year shall be the prime interest rate from
 the Wall Street Journal as of the first business day of the Plan Year in
 which the loan is processed plus one percent 1%.

 
	
  

 	
  

 	
  

 
	
  

 	
 g.

 	
 (1)

 	
 A Participant shall be required to continue to meet his loan
 repayment obligation for any period during which he is not receiving pay due
 to disability, layoff, furlough or leave of absence. In such event, the
 Participant shall be required to make his scheduled loan repayments by check
 or money order. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Notwithstanding the foregoing, a Participant on an unpaid leave of
 absence may elect to not make repayments for a period that does not extend
 beyond 12 months after the commencement of such leave of absence. Such
 election shall be made in writing and filed with the Plan Administrator
 within 30 days after the commencement of the Participant’s leave. At the end
 of such period, the Participant’s loan repayment installments shall
 recommence, and such installments must be at least equal to the installments
 required under the original terms of the loan. In any event, the Participant
 must repay the entire loan by the end of the 60-month period beginning when
 the loan was made.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 A Participant who (i) becomes a Retired Participant or a Totally
 Disabled Participant, or (ii) transfers employment from an Employer to an
 Affiliated Employer, an Excluded Unit (a “Transferred Employee”), may elect
 to continue to make repayments by check or money order while employed by such
 entity. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 A Terminated Participant or a Surviving Spouse may repay the total
 outstanding loan balance in a single payment within 60 days of his
 termination or death. If a Terminated Participant (other than a Transferred
 Employee) or Surviving Spouse does not repay the loan within 60 days after
 termination or death, the outstanding loan balance will be treated as a
 distribution.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (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

 









42


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 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.”

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 h.

 	
 Any loans made, renewed, renegotiated, modified, or extended after
 the Effective Date shall be subject to the provisions of this Article IX. All
 loans previously made under the Westinghouse Government Services Group
 Savings Plan, or a transferor plan with respect to that plan, shall be
 subject to the rules in effect under such plan at the time the loan was made.

 









43


ARTICLE X - DESIGNATION OF
BENEFICIARY


	
  

 	
  

 
	
 1.

 	
 Each Participant shall file with the Plan Administrator a written
 designation of Beneficiary which shall be effective when received by the Plan
 Administrator. A Beneficiary designation may be changed by the Participant at
 any time upon written notice to the Plan Administrator, subject to the rules
 below for married Participants.

 
	
  

 	
  

 
	
 2.

 	
 The Beneficiary of a married Participant must be the Participant’s
 spouse unless the Participant’s spouse has given written consent to the
 designation of some other person or persons as a Beneficiary. Such consent
 must be witnessed by a notary public. Notwithstanding the foregoing, if a
 Participant establishes to the satisfaction of the Plan Administrator that a
 written consent cannot be obtained because the spouse cannot be located, or
 because of such other circumstances as may be permitted by law, spousal
 consent shall not be required. Any consent (or establishment that consent is
 not required) necessary under this provision will be valid only with respect
 to such spouse, but may not be revoked by such spouse. A revocation of a
 prior waiver may be made by a Participant without the consent of the spouse
 at any time before the Participant’s retirement date. The number of
 revocations by a Participant shall not be limited. Any new waiver or change
 of Beneficiary will require a new spousal consent.

 
	
  

 	
  

 
	
 3.

 	
 An unmarried Participant may designate any person or persons as a
 Beneficiary without restriction. However, an unmarried Participant who later
 marries must at that time obtain spousal consent (as described in Article
 X.2) in order for the Participant’s existing Beneficiary designation to
 remain valid. If a divorced Participant later remarries, the Participant must
 obtain the consent of the Participant’s new spouse to the Beneficiary
 designation, even if the Participant obtained the consent of the
 Participant’s former spouse to the Beneficiary designation.

 
	
  

 	
  

 
	
 4.

 	
 In the absence of spousal consent to the designation of some other
 person or persons as a Beneficiary, the Participant’s interest in the Plan
 shall be distributed to the Surviving Spouse at the time of such
 Participant’s death in accordance with the provisions of Article VII.4 or
 VII.5. Notwithstanding the fact that a Participant has obtained spousal
 consent to the designation of some other person or persons as a Beneficiary,
 if the validly designated Beneficiary is not living at the time of such
 Participant’s death, or if such designation is not effective for any reason,
 then the death benefit shall be payable to the deceased Participant’s Spouse.
 If there is no Surviving Spouse, distribution shall be made to the legal
 representative of the Participant.

 
	
  

 	
  

 
	
 5.

 	
 No Beneficiary shall, prior to the death of the Participant by whom
 he has been designated, acquire any interest in the Participant’s Accounts in
 the Plan or in the assets of the Trust.

 









44


ARTICLE XI - VOTING OF STOCK


	
  

 	
  

 
	
 1.

 	
 Each Participant who has an investment in the Self-Managed Account
 will be furnished any proxy material relating to such Self-Managed Account,
 together with a form on which may be set forth the Participant’s voting of
 investments under the Participant’s Self-Managed Account.

 
	
  

 	
  

 
	
 2.

 	
 With respect to investments in Mutual Funds, the Administrative
 Committee shall vote such investments in accordance with the best interests
 of the Participants and Beneficiaries.

 









45


ARTICLE XII - TERMINATION OR
SUSPENSION OF THE PLAN


	
  

 	
  

 
	
 1.

 	
 The Company, acting by written resolution of the Board (or a duly
 authorized delegate of the Board), may at any time, and from time to time
 amend, in whole or in part, any and all of the provisions of the Plan,
 suspend the Plan or terminate the Plan. The Administrative Committee (or a
 duly authorized delegate) may also adopt certain Plan amendments in
 accordance with Article XIV.2. Notwithstanding the above, no amendment, suspension
 or termination shall adversely affect any rights of a Participant to amounts
 credited to his Accounts prior to the date of amendment, suspension or
 termination. Furthermore, if the vesting schedule of the Plan is amended, in
 the case of an Employee who is a Participant as of the later of the date such
 amendment is adopted or the date it becomes effective, the nonforfeitable
 percentage (determined as of such date) of such Employee’s Employer Match
 Contribution Account will not be less than the percentage computed under the
 Plan without regard to such amendment.

 
	
  

 	
  

 
	
 2.

 	
 In the event of the termination or partial termination of the Plan or
 upon complete discontinuation of contributions to the Plan, there shall
 automatically vest in each Participant affected by such termination or
 partial termination all rights to the entire amount credited to his Employer
 Match Contribution Account, and all amounts then credited to all Accounts for
 each Participant affected by such termination or partial termination shall be
 distributed to him in accordance with ERISA and the Code.

 
	
  

 	
  

 
	
  

 	
 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.

 
	
  

 	
  

 
	
 3.

 	
 If the Plan’s vesting schedule is amended, or the Plan is amended in
 any way that directly or indirectly affects the computation of the
 nonforfeitable percentage of Participants’ Employer Match Contribution
 Accounts, or if the Plan is deemed amended by an automatic change to or from
 a top-heavy vesting schedule, each Participant with at least 3 years of Eligibility
 Service may elect, within a reasonable period after the adoption of the
 amendment or change, to have the nonforfeitable percentage computed without
 regard to such amendment or change.

 









46


ARTICLE XIII - TRUSTEE


	
  

 	
  

 
	
 1.

 	
 The Administrative Committee shall appoint one or more individuals or
 corporations to act as Trustee under the Plan and may at any time remove any
 Trustee and appoint a successor Trustee.

 
	
  

 	
  

 
	
 2.

 	
 The Administrative Committee and the Trustee shall enter into a trust
 agreement providing for the Trust. The Administrative Committee may also from
 time to time enter into such further agreements with the Trustee or other
 parties, make such amendments to such trust agreement or further agreements,
 and take such other steps and execute such other instruments as it, in its
 sole discretion, may deem necessary or desirable to carry the Plan into
 effect or to facilitate its administration.

 










47


ARTICLE XIV - ADMINISTRATION


	
  

 	
  

 	
  

 
	
 1. 

 	
 Company.

 
	
  

 	
  

 	
  

 
	
  

 	
 The Company is the sponsor and “named fiduciary” of the Plan within
 the meaning of section 402(a)(2) of ERISA. The Company has all powers and
 responsibilities not otherwise assigned to the Trustee or the Investment
 Manager(s).

 
	
  

 	
  

 	
  

 
	
 2. 

 	
 Administrative
 Committee.

 
	
  

 	
  

 	
  

 
	
  

 	
 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:

 
	
  

 	
  

 	
  

 
	
  

 	
 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 Article XV.6 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. 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;

 
	
  

 	
  

 	
  

 
	
  

 	
 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.

 









48


	
  

 	
  

 	
  

 
	
  

 	
 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. 

 	
 Plan
 Administrator.

 
	
  

 	
  

 	
  

 
	
  

 	
 The Company shall be the Plan Administrator, unless the Company, in
 its discretion, shall designate a different Plan Administrator. The Plan
 Administrator is responsible for, and has authority to:

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 adopt reasonable and uniform rules and procedures as necessary or
 appropriate for Plan administration and the processing of claims for
 benefits;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 make all initial determinations regarding claims for benefits,
 including authority to interpret and apply any applicable Plan provisions to
 the facts involved in each benefits claim, and provide notice described in
 Article XIV.8 to any claimant whose claim is denied;

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 direct the Trustee regarding: (1) payment of benefits to Participants;
 and (2) payment of the reasonable and necessary expenses of the Plan from
 Plan assets;

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 obtain fidelity bonds and fiduciary insurance coverage, in accordance
 with applicable provisions of ERISA; and

 
	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 comply with and monitor the Plan’s continued compliance with all
 governmental laws and regulations relating to recordkeeping and reporting of
 Participants’ benefits, other notifications to Participants, registration
 with the Internal Revenue Service, and reports to the Department of Labor.

 
	
  

 	
  

 	
  

 
	
 4. 

 	
 Trustee.

 
	
  

 	
  

 	
  

 
	
  

 	
 The Trustee has exclusive responsibility for control and management
 of Plan assets, in accordance with the Trust Agreement. The Trustee is
 responsible for, and has authority to:

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 invest, manage, and control Plan assets, subject to the direction of
 the Administrative Committee and Investment Manager(s) appointed by the
 Administrative Committee;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 maintain records and accounts of all contributions, receipts,
 investments, distributions, expenses, disbursements, and all other
 transactions; and

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 prepare records, reports, statements, tax returns, and forms required
 to be furnished to Participants or filed with the Secretary of Labor or
 Treasury, as required by the Trust Agreement, or the directions of the
 Administrative Committee.

 
	
  

 	
  

 	
  

 
	
 5. 

 	
 Allocation
 of Fiduciary Authority.

 









49


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The Company, the Administrative Committee, the Trustee and the
 Investment Manager(s), and any other person having fiduciary responsibility,
 as described in section 3(21) of ERISA, with respect to the Plan
 (collectively, the “Plan Fiduciaries”) each have individual responsibility
 for the prudent execution of their responsibilities assigned under this Plan,
 and are not responsible for acts or failures by another Fiduciary, unless the
 Plan provides for shared fiduciary responsibility. Plan Fiduciaries are
 obligated to discharge their duties with respect to the Plan solely and
 exclusively in the interest of Plan Participants and their Beneficiaries, and
 with the care, skill, prudence, and diligence under the circumstances then
 prevailing that a prudent man acting in a like capacity and familiar with
 such matters would use in the conduct of an enterprise of like character and
 with like aims.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Whenever the Plan or Trust Agreement requires one Fiduciary to
 provide information or direct the activities of another Fiduciary, the two
 may not be deemed to have shared fiduciary responsibility -- rather, the
 Fiduciary giving directions or providing information is solely responsible
 for prudently directing or informing the other, and the Fiduciary receiving
 the direction or information is entitled to rely on that direction or
 information as proper under the Plan, the Trust Agreement, and applicable
 law.

 
	
  

 	
  

 
	
  

 	
 Any individual may serve in more than one capacity, e.g. the same
 individual may serve on the Administrative Committee and as an agent of the
 Company or the Plan Administrator.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 No person or entity shall function or be deemed to function as a
 fiduciary in connection with actions affecting the design of the Plan,
 including, without limitation, amendments, designations of participating
 Employers and Excluded Units, and adoption of rules relating to acquisitions,
 sales and other dispositions under Article IV.7.

 
	
  

 	
  

 	
  

 	
  

 
	
 6. 

 	
 Indemnification.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 To the extent permitted by applicable law, the Board, the
 Administrative Committee, the Plan Administrator, and any employee, officer,
 or director of the Employer, an Affiliated Entity, to whom duties and
 responsibilities have been allocated or delegated under this Plan and Trust
 (“Covered Persons”), shall be indemnified and saved harmless by the Plan and
 Trust from and against any and all claims of liability arising in connection
 with the exercise of the Covered Person’s duties and responsibilities with respect
 to the Plan and Trust by reason of any act or omission, including all
 expenses reasonably incurred in the defense of such act or omission, unless:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 it will be established by final judgment of a court of competent
 jurisdiction that such act or omission, including all expenses reasonably
 incurred in the defense of such act or omission, involved a violation of the
 duties imposed by Part 4 of Subtitle B of Title I of ERISA on the part of
 such Covered Person, or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 in the event of settlement or other disposition of such claim
 involving the Plan and Trust, it is determined by written opinion of
 independent counsel that such act or omission involved a violation of the
 duties 

 









50


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 imposed by Part 4 of Subtitle B of Title I of ERISA on the part of
 such Covered Person.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 To the extent permitted by applicable law, the Trust will pay
 expenses (including reasonable attorneys’ fees and disbursements), judgments,
 fines, and amounts paid in settlement incurred by the Covered Person in
 connection with any of the proceedings described above, provided that:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 the Covered Person will repay such advanced expenses to the Trust,
 plus reasonable interest, if it is established by a final judgment of a court
 of competent jurisdiction, or by written opinion of independent counsel under
 the circumstances described above, that the Covered Person violated duties
 under Part 4 of Subtitle B of Title I of ERISA; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 the Covered Person
 will make appropriate arrangements for repayment of advanced expenses.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Notwithstanding the foregoing, no such advanced expenses will be made
 in connection with any claim against a Covered Person that is made by the
 Plan, provided that upon final disposition of such claim, the expenses (including
 reasonable attorneys’ fees and disbursements), judgments, fines, and amounts
 paid in settlement incurred by the Covered Person will be reimbursed by the
 Plan to the extent provided above.

 
	
  

 	
  

 	
  

 	
  

 
	
 7. 

 	
 Claims
 for Benefits.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Each person (including any Employee, former Employee, Surviving
 Spouse, or other Plan Beneficiary) must file a written claim with the Plan
 Administrator for any benefit to which that person believes he is entitled
 under this Plan, in accordance with reasonable procedures established by the
 Plan Administrator.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Generally, the Plan Administrator is required to decide each claim
 within 90 days of the date on which the claim is filed. If special
 circumstances require a longer period for adjudication, the Plan
 Administrator must notify the claimant in writing of the reasons for an
 extension of time, and the date by which the Plan Administrator will decide
 the claim, before the 90 day period expires. Extensions beyond 90 days after
 the expiration of the initial 90 day period are not permitted. If the
 Administrator does not notify the claimant of its decision to grant or deny a
 claim within the time specified by this section, the claim will be deemed to
 have been denied and the appeal procedure described in Article XIV.9 below
 will become available to the claimant.

 
	
  

 	
  

 	
  

 	
  

 
	
 8. 

 	
 Notice
 of Denial.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 If the Plan Administrator denies a claim for benefits under the Plan,
 the claimant will receive a written notice that explains:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 the specific reason for the denial, including specific reference to
 pertinent Plan provisions on which the denial is based;

 









51


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 any additional information or material necessary to perfect a claim,
 with an explanation of why such material is necessary, if any information
 would be helpful or appropriate to further consideration of the claim; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 the steps to be taken if the claimant wishes to appeal, including the
 time available for appeal.

 
	
  

 	
  

 	
  

 	
  

 
	
 9. 

 	
 Appeal
 of Denied Claims for Benefits.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Claimants must submit a written request appealing the denial of a
 claim within 60 days after receipt of notice described by Article XIV.8.
 Claimants may review all pertinent documents, and submit issues and comments
 in writing. The Administrative Committee (or its delegate) will provide a
 full and fair review of all appeals from denial of a claim for benefits, and
 its decision will be final and binding.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The decision of the Administrative Committee (or its delegate)
 ordinarily will be given within 60 days after receipt of a written request
 for appeal, unless special circumstances require an extension (such as for a
 hearing). If an extension of time for appeal is necessary, the claimant will
 receive written notice of the extension before the 60 day period expires. The
 decision may not be delayed beyond 120 days after receipt of the written
 request for appeal. Notice of the decision on appeal will be provided in
 writing, and will explain the basis for the decision, including reference to
 applicable provisions of the Plan, in a manner calculated to be understood by
 the person who appealed the denial of a claim.

 
	
  

 	
  

 	
  

 	
  

 
	
 10. 

 	
 Exhaustion
 of Remedies.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 No legal action for benefits under the Plan may be brought unless and
 until the following steps have occurred:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 the claimant has submitted a written application for benefits in
 accordance with Article XIV.7;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 the claimant has been notified that the claim has been denied, as
 provided by Article XIV.8;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 the claimant has filed a written request appealing the denial in
 accordance with Article XIV.9; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 the claimant has been notified in writing that the Administrative
 Committee (or its delegate) have denied the claimant’s appeal, or the
 Administrative Committee has failed to act on the appeal within the time
 prescribed by Article XIV.9.

 
	
  

 	
  

 	
  

 	
  

 
	
 11. 

 	
 Spendthrift
 Provision.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 No Plan benefit will be subject in any manner to anticipation,
 pledge, encumbrance, alienation, levy, or assignment, nor to seizure,
 attachment, or other legal process for the debts of any Employee, former
 Employee, or other Plan Beneficiary, except (a) pursuant to a Qualified
 Domestic Relations Order under section 414(p) of the Code or a domestic
 relations order entered before January 1, 1985, that the Plan Administrator 

 









52


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 treats as a Qualified Domestic Relations Order, or (b)
 as otherwise allowed under section 401(a)(I3) of the Code.

 
	
  

 	
  

 	
  

 	
  

 
	
 12. 

 	
 Payment
 in Event of Incapacity.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 If the Plan Administrator determines that a person entitled to
 receive any Plan benefit is under a legal disability or is incapacitated in
 any way so as to be unable to manage his financial affairs, the Plan
 Administrator may direct that payments be made to such person’s legal
 representative, or to a relative or other individual for such person’s
 benefit, or to otherwise apply the payment for the benefit of such person,
 subject to such conditions as the Plan Administrator deems appropriate. Any
 payment of a benefit in accordance with the provisions of this Section will
 be a complete discharge of any liability by the Plan to make such payment.

 
	
  

 	
  

 	
  

 	
  

 
	
 13. 

 	
 Expenses
 of the Plan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Reasonable expenses of the Plan, including indemnification under
 Article XIV.6, may be paid from Plan assets, unless paid by an Employer. Each
 Employer is entitled to reimbursement of direct expenses properly and
 actually incurred in providing services to the Plan, in accordance with
 applicable provisions of ERISA.

 
	
  

 	
  

 	
  

 	
  

 
	
 14. 

 	
 Governing
 Law.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The Plan will be construed, interpreted, and enforced according to
 the laws of Pennsylvania, to the extent such laws are not inconsistent with
 and preempted by ERISA.

 
	
  

 	
  

 	
  

 	
  

 
	
 15. 

 	
 Military
 Service.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (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 period of military
 leave or five years, if less, but in no event later than 

 









53


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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.

 









54


ARTICLE XV- GENERAL PROVISIONS


	
  

 	
  

 
	
 1.

 	
 The act of establishing the Plan, any provision hereof or any action
 taken hereunder shall not be construed as giving any Participant the right to
 be retained as an Employee of an Employer, and the right of an Employer to
 terminate the employment of any Employee is specifically reserved.

 
	
  

 	
  

 
	
 2.

 	
 An Employer may require compliance with or satisfaction of any legal
 requirement which may be deemed by it necessary as a condition for
 participation in the Plan or for distribution of interests or benefits
 hereunder.

 
	
  

 	
  

 
	
 3

 	
 By participating in the Plan or accepting any benefits hereunder, a
 Participant and any person claiming under or through him shall thereby be
 conclusively deemed to have accepted and consented to the application to him
 of the provisions of the Plan as interpreted by the Administrative Committee,
 as set forth in Article XIV.

 
	
  

 	
  

 
	
 4.

 	
 In the case of any merger or consolidation with, or transfer of
 assets or liabilities to any other plan, each Participant in this Plan shall
 (if the Plan then terminated) receive a benefit immediately after the merger,
 consolidation or transfer, which is equal to or greater than the benefit he
 would have been entitled to receive immediately before the merger,
 consolidation or transfer (if this Plan had then terminated).

 
	
  

 	
  

 
	
 5. 

 	
 Any provisions in this Plan to the contrary notwithstanding, in the
 event an Employee transfers directly to any other corporation or affiliate
 thereof in connection with the transfer to such other corporation maintained
 or operated under contract by an Employer, or who may be transferred by any
 such other corporation or affiliate thereof to another affiliate thereof
 subsequent to his transfer from an Employer, the Administrative Committee
 may, for legitimate business reasons including a reciprocal service
 agreement, treat service with any such other corporations as service with an
 Employer for purposes of vesting and for determining eligibility for any
 account balance to the date of such transfer or any other benefits under this
 Plan which are dependent on a service-eligibility requirement.

 









55


IN WITNESS WHEREOF, the Company has caused
this instrument to be executed by its authorized officer, to be effective as of
the first day of January, 2010.


	
  

 	
  

 	
  

 
	
 CURTISS-WRIGHT
 CORPORATION

 	
  

 
	
  

 	
  

 
	
 By

 	
  

 	
  

 
	
  

 	

 


 	
  

 









56


APPENDIX A - SECTION 415
LIMITATIONS


	
  

 	
  

 	
  

 	
  

 
	
 In the event the provisions contained in this Appendix A are
 inconsistent with the terms contained in the remainder of the Plan, the
 provisions of this Appendix A shall take precedence.

 
	
  

 	
  

 	
  

 	
  

 
	
 A.

 	
 Overall Limits on Contributions. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Contributions made on behalf of any Participant during any Plan Year
 shall be subject to the following:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Except to the extent permitted under section 414(v) of the Code, if
 applicable, the annual addition that may be contributed or allocated to a
 participant’s account under the plan for any limitation year shall not exceed
 the lesser of:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 $40,000, as adjusted for increases in the cost-of-living under
 section 415(d) of the Code, or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 100% of the participant’s compensation, within the meaning of Appendix
 A.A.4, for the Limitation Year. The compensation limit referred to in this
 paragraph (ii) shall not apply to any contribution for medical benefits after
 separation from service (within the meaning of section 401(h) or section
 419A(d)(2) of the Code) which is otherwise treated as an Annual Addition.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Contributions made on behalf of a Participant during a payroll period
 which begins in one Plan Year but ends in the next succeeding Plan Year shall
 be deemed an Annual Addition for the next succeeding Plan Year.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 The limitations of this Appendix A shall be applied to this Plan
 before they are applied to any other defined contribution plan of the
 Employer or Employer’s Controlled Group, except that if Employee
 contributions to a defined benefit plan maintained by the Employer or
 Employer’s Controlled Group are, pursuant to section 1.415(c)-1(a)(2)(B) of
 the Treasury regulations, considered a separate defined contribution plan
 that is subject to the limitations on contributions and other additions
 described in section 1.415(c)-1 of the Treasury regulations, any required
 return of excess amounts shall be made last from such plan. This Appendix A
 shall be satisfied prior to satisfying the ADP test. Effective January 1,
 2008, the treatment of Employee contributions shall be controlled by the
 final 415 Treasury regulations.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 For purposes of this Appendix A, “compensation” means the wages,
 salaries, and other amounts paid in respect of an employee for services
 actually rendered to an Employer or an Affiliated Entity, including by way of
 example, overtime, bonuses, and commissions, but excluding deferred
 compensation, stock options, and other distributions which receive special
 tax benefits under the Code. “Compensation” shall include amounts contributed
 by the Employer pursuant to a salary reduction agreement which are not
 includible in the gross income of the employee under Sections 125, 132(f),
 402(g)(3), 414(v) or 457(b) of the Code. “Compensation” for a Plan Year shall
 be limited to $200,000, as 

 









57


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 adjusted in accordance with section 401(a)(17)(B) of the Code.
 Effective January 1, 2008, “compensation” shall also include amounts required
 to be recognized under the provisions of Section 1.415(c)-2(e) of the
 Treasury regulations.

 
	
  

 	
  

 	
  

 	
  

 
	
 B.

 	
 Distributions Of
 Excessive Annual Additions

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

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

 









58


	
  

 	
  

 	
  

 	
  

 
	
 APPENDIX B - TOP HEAVY PROVISIONS

 
	
  

 	
  

 	
  

 	
  

 
	
 A.

 	
 Top-Heavy
 Preemption. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 During any Plan Year in which this Plan is Top-Heavy, as defined in
 Appendix B.C below, the Plan shall be governed in accordance with this
 Appendix, which shall control over other provisions.

 
	
  

 	
  

 	
  

 	
  

 
	
 B.

 	
 Definitions.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 The following
 definitions apply to the terms used in this Appendix B:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 “applicable determination date” means the last day of [the later of
 the first Plan Year or] the preceding Plan Year;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 “top-heavy ratio” means the ratio of (A) the value of the aggregate
 of the Accounts under the Plan for key employees to (B) the value of the aggregate
 of the Accounts under the Plan for all key employees and non-key employees;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (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
 Entity having Compensation greater than $130,000 (as adjusted under Section
 416(i)(1) of the Code), a 5% owner (as defined in Section 416(i)(1)(B)(i) of
 the Code) of an Employer or an Affiliated Employer, or a 1% owner (as defined
 in Section 416(i)(1)(B)(ii) of the Code) of an Employer or an Affiliated
 Employer having 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;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 “non-key employee” means any Employee who is not a key employee;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 “applicable Valuation Date” means the Valuation Date coincident with or
 immediately preceding the last day of the first Plan Year or the preceding
 Plan Year, whichever is applicable;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 “required aggregation group” means any other qualified plan(s) of the
 Employer or an Affiliated Entity (including plans that terminated within the
 five-year period ending on the applicable determination date) in which there
 are members who are key employees or which enable(s) the Plan to meet the
 requirements of Section 401(a)(4) or 410 of the Code; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 “permissive aggregation group” means each plan in the required
 aggregation group and any other qualified plan(s) of the Employer or an
 Affiliated Entity in which all members are non-key employees, if the
 resulting aggregation group continues to meet the requirements of Sections 401(a)(4)
 and 410 of the Code.

 
	
  

 	
  

 	
  

 	
  

 
	
 C.

 	
 Top-Heavy
 Determination.

 









59


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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 (4) of the Code and Article 5 of this Plan.
 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 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 1-year period (5-year period in the case of a
 distribution made for a reason other than separation from service, death, or
 disability) ending on the applicable determination date;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 distributions under any plan that terminated within the 5-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 Entity 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.

 
	
  

 	
  

 	
  

 	
  

 
	
 D.

 	
 Special Benefit
 Provisions for Top-Heavy Plan Years.

 
	
  

 	
  

 	
  

 	
  

 
	
 For each Plan Year with respect to which the Plan is top-heavy, an
 additional Employer contribution shall be allocated on behalf of each
 Participant (and each Employee eligible to become a Participant) who is a
 non-key employee, and who has not separated from service as of the last day
 of the Plan Year, to the extent that the contributions made on his behalf
 under Article III.2 and Article III.10 for the Plan Year would otherwise be
 less than 3% of his compensation. However, if the greatest percentage of
 compensation contributed on behalf of a key employee under Article III.2
 would be less than 3%, that lesser percentage shall be substituted for “3%”
 in the preceding sentence. Notwithstanding the foregoing provisions of this
 subparagraph, no minimum contribution shall be made under this Plan with
 respect to a Participant (or an Employee eligible to become a Participant) if
 the required minimum benefit under section 416(c)(1) of the Code is provided
 to him by any other qualified pension plan of the Employer or an Affiliated
 Employer. For purposes of this Appendix B.D, “compensation” shall have the
 meaning specified in Appendix A.A.4. Any Employer contribution allocated in
 accordance with this Appendix B.D shall be allocated to a Participant’s
 Top-Heavy Contribution Account and shall be subject to the provisions of
 Section VI.3.a. There are no special rules in effect as of the Effective Date
 of the Plan.