Exhibit 10.4 


CURTISS-WRIGHT CORPORATION 

RETIREMENT BENEFITS 

RESTORATION PLAN 

with respect to 

Deferred Compensation after December 31, 2004


(As Amended and Restated Effective January 1,
2009)





Page 2


	
  

 	
  

 
	
 I.

 	
 Purpose of Plan 

 


This Curtiss-Wright Corporation Retirement Benefits Restoration Plan
(“the Plan”) was established to provide a means of paying those benefits that
would be payable under the Curtiss-Wright Corporation Retirement Plan (the “C-W
Retirement Plan”), were it not for the limitations now or hereafter imposed by
any provision of the Internal Revenue Code (the “Code”) or the Employee
Retirement Income Security Act of 1974 (“ERISA”). 


Effective as of October 29, 2002, the Plan was amended to provide a
means of paying benefits to certain highly compensated and managerial employees
who are not participants in the C-W Retirement Plan, but are participants in
Curtiss-Wright Electro-Mechanical Division Pension Plan (the “EMD Plan”). The
provisions that are applicable specifically to employees who are not
participants in the C-W Retirement Plan are set forth in the Appendices to the
Plan. Effective January 1, 2007 the EMD Plan was merged into the C-W Retirement
Plan which has been reflected in this Plan document as appropriate and is
referred to as the EMD Plan. 


Effective as of January 1, 2009, the Plan is amended and restated for
documentary compliance with Section 409A of the Internal Revenue Code.
Effective January 1, 2008 the Plan is amended for changes in the vesting
schedule associated with C-W Participants’ benefits accrued after December 31,
2007 and for changes to service requirements for C-W Participants’ Early and
Normal retirement benefits eligibility. 


	
  

 	
  

 
	
 II.

 	
 Administration of the Plan 

 



This Plan shall be administered by the Curtiss-Wright Administrative
Committee (the “Committee”) as delegated to it by the Board of Directors of
Curtiss-Wright Corporation (the “Corporation”). All questions arising in
connection with the interpretation and application of this Plan shall be
determined by the Committee and such determinations of the Committee shall be
final, conclusive and binding upon all persons. 


	
  

 	
  

 	
  

 
	
 III.

 	
 Participation in the Plan

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Except to the extent provided in Article IV, hereof, all participants
 in the C-W Retirement Plan (who are not EMD Participants) shall be eligible
 to participate in this Plan whenever their benefits under the C-W Retirement
 Plan as from time to time in effect would be limited as a result of any
 provision of the Code (including, but not limited to, Sections 401(a)(17) and
 415 thereof) or ERISA (“C-W Participants”).

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 An employee of the Corporation or of any subsidiary who is not a C-W
 Participant shall be eligible to participate in this Plan only in accordance
 with the provisions of an Appendix to the Plan.

 
	
  

 	
  

 	
  

 
	
 IV.

 	
 Benefits for C-W Participants 

 


Each C-W Participant (and/or, to the extent consistent with this Plan
and elections made hereunder, his spouse or other beneficiary under the C-W
Retirement Plan) shall receive a supplemental retirement benefit under this
Plan equal to the excess, if any, of 





Page 3 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 the benefit that would have been payable to him, her or them under
 the C-W Retirement Plan, computed on the basis of the Participant’s: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 pre-September 1, 1994 basic salary and cash payments to the
 Participant under the Corporation’s Modified Incentive Compensation Plan (the
 “IC Plan”); plus 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 his or her “compensation,” as defined in the C-W Retirement Plan,
 from on and after September 1, 1994; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 in either event calculated without regard to any C-W Retirement Plan
 provision incorporating or reflecting (i) limitations imposed by Section 401
 (a) (17) of the Code on the amount of compensation that may be taken into
 account under the C-W Retirement Plan or (ii) limitations imposed by Section
 415 of the Code or ERISA on the maximum amount of benefits payable under the
 C-W Retirement Plan, over

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the benefit payable under the C-W Retirement Plan, computed otherwise
 as above but limited by any provision incorporating or reflecting such Code
 or ERISA limitations. 

 


The supplemental retirement benefit otherwise payable hereunder as
related to periods of employment prior to September 1, 1994 shall be payable to
or in respect of a C-W Participant only if, or to the extent that, the
Participant during such period or periods made the contributions under this
Plan required by Article V hereof. 


For benefits accrued and vested prior to January 1, 2005, the
supplemental retirement benefit shall be payable at the same time and otherwise
in accordance with all the terms and conditions applicable to the C-W
Participant’s benefit under the C-W Retirement Plan except that the Participant
may make different elections under this Plan with respect to the forms in which
payment is to be received than he or she makes under the C-W Retirement Plan.
The right of the C-W Participant to make different elections under this Plan
than under the C-W Retirement Plan is subject to the qualification that no
election to take a single or partial lump sum under this plan shall be
effective until sixty days after the election is made. Any actuarial or other
adjustments of the amounts payable to an individual under this Plan shall be
made on the same basis as such adjustments are or would have been made on the
corresponding benefit under the C-W Retirement Plan. 


Payment of benefits accrued and/or vested after December 31, 2004 is
covered in Article VII of the Plan. 


	
  

 	
  

 
	
 V.

 	
 Contributions of C-W Participants 

 


For any period of employment prior to September 1, 1994 to be counted
with respect to a C-W Participant’s entitlement under this Plan, the
Participant must have made contributions to the Corporation with respect to
such period equal to 3% of that portion, if any, of his or her basic salary and
cash payments to him or her under the IC Plan that, under Section 401(a) (17)
of the Code, were not, or would not have been, permitted to be taken into
account under the Curtiss-Wright Corporation Contributory Retirement Plan. For
purposes of the preceding sentence the term “basic salary” shall have the 





Page 4 


meaning set forth in subparagraph 4(e) and the last unnumbered
subparagraph of paragraph 4 of Article VII of the Curtiss-Wright Corporation
Contributory Retirement Plan as in effect on December 31, 1988. Amounts
equivalent to interest shall accrue on a C-W Participant’s contributions under
this Plan at the same rate, to the same extent and under the same circumstances
(except as provided in paragraph (a) of Article X of this Plan) as shall apply
to interest on the Participant’s contributions under the Curtiss-Wright
Corporation Contributory Retirement Plan. 


	
  

 	
  

 
	
 VI.

 	
 C-W Participant Vesting 

 


Benefits accrued by C-W Participants prior to January 1, 2008 are 100%
vested after five years of vesting service. Vesting service will be determined
under this Plan by reference to the definition of Vesting Service contained in
the C-W Retirement Plan; however any change in the vesting schedule under the
C-W Retirement Plan will not change the vesting schedule under this Plan. An
amendment to this plan will be required to change the vesting schedule applied
to Participants of this Plan. 


Benefits accrued by C-W Participants after December 31, 2007 will be
100% vested after three years of vesting service. Vesting service will be
determined under this Plan by reference to the definition of Vesting Service
contained in the C-W Retirement Plan; however any change in the vesting
schedule under the C-W Retirement Plan will not change the vesting schedule
under this Plan. An amendment to this plan will be required to change the
vesting schedule applied to Participants of this Plan. 


	
  

 	
  

 
	
 VII.

 	
 Payment of Benefits 

 


This Article VII reflects the rules governing distributions of benefits
made under the Plan with respect to Participants whose benefits accrue and vest
and who incur a Separation from Service with the Company on or after January 1,
2005. This Article VII replaces and incorporates prior Article VII which
governed distribution of benefits under the Plan and provided C-W Participants
the opportunity to make distribution elections in accordance with certain
transition rules set forth in Treasury Regulations and other guidance
promulgated under Section 409A of the Code. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The portion of a C-W Participant’s benefit that the Participant had
 earned and had become vested in prior to January 1, 2005 (the “Pre-2005
 Benefit”) shall continue to be governed by the provisions of the Plan as in
 effect on October 3, 2004. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 For purposes of the Plan and Appendices, “Separation from Service”
 means, as to a particular Participant, a termination of services provided by
 the Participant to the Company, whether voluntarily or involuntarily, as
 determined by the Committee in accordance with Section 409A of the Code and
 Treasury Regulation Section 1.409A-1(h). In determining whether a Participant
 has experienced a Separation from Service, the following provisions shall
 apply: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 For a Participant who provides services to the Company as an
 employee, a Separation from Service shall occur when the Participant has
 experienced a termination of employment with the 

 









Page 5 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Company. A Participant shall be considered to have experienced a
 termination of employment for this purpose when the facts and circumstances
 indicate that the Participant and the Company reasonably anticipate that
 either (A) no further services will be performed by the Participant for the
 Company after the applicable date, or (B) that the level of bona fide
 services the Participant will perform for the Employer after such date will
 permanently decrease to no more than 20% of the average level of bona fide
 services performed by the Participant over the immediately preceding 36-month
 period (or the full period of services to the Employer if the Participant has
 been providing services to the Employer less than 36 months). However, if the
 Participant is on military leave, sick leave, or other bona fide leave of
 absence, the employment relationship between the Participant and the Company
 shall be treated as continuing intact, provided that the period of such leave
 does not exceed 6 months, or if longer, so long as the Participant retains a
 right to reemployment with the Employer under an applicable statute or by
 contract. If the period of a military leave, sick leave, or other bona fide
 leave of absence exceeds 6 months and the Participant does not retain a right
 to reemployment under an applicable statute or by contract, the employment
 relationship shall be considered to be terminated for purposes of this Plan
 as of the first day immediately following the end of such 6-month period. In
 applying the provisions of this paragraph, a leave of absence shall be
 considered a bona fide leave of absence only if there is a reasonable
 expectation that the Participant will return to perform services for the
 Employer.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 For purposes of this definition of “Separation from Service,” the
 term “Company” means Curtiss-Wright Corporation or any subsidiary of the
 Company that the Participant last performed services for or was employed by,
 as applicable, on the date of his or her Separation from Service, and all
 other entities that are required to be aggregated together and treated as the
 employer under Treasury Regulation Section 1.409A-1(h)(3).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 A C-W Participant who has earned a Post-2004 Benefit and who has not
 previously filed an election with respect to the time and form of payment of
 benefits under the Plan as permitted under prior Article VII and Section 409A
 transition guidance, shall file an election with the Committee within 30 days
 of becoming a Participant in the Plan, but in no event later than December 31st
 of the year in which he or she becomes a Participant in the Plan, specifying
 the time at which payment of his Post-2004 Benefit shall commence payment and
 the form in which his Post-2004 Benefit shall be paid. A Participant may
 select any form of payment available to the Participant under the C-W
 Retirement Plan and may select different payment forms for the portions of
 his Post-2004 Benefit that are determined by reference to Section 4 (cash
 balance benefit) and Section 6 (traditional benefit) of the C-W Retirement
 Plan. A Participant shall be permitted to elect only one of the following
 commencement dates: (i) within 90 days after the Participant’s Separation
 from Service; (ii) within 

 









Page 6



	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 90 days after the later of the Participant’s 55th birthday or his
 Separation from Service; (iii) within 90 days of the January 1 following the
 end of the calendar year in which the Participant separates from service; or
 (iv) within 90 days after the January 1 following the later of the
 Participant’s 55th birthday or his Separation from Service.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 In the event a C-W Participant fails to file a completed election
 form under Paragraph (b) by December 31st of his or her initial
 year of participation in the Plan, the Participant shall be deemed to have
 elected payment to commence within 90 days of his Separation from Service in
 the form of a single life annuity if the Participant is unmarried, or in the
 form of a joint and 50% survivor annuity with his spouse as contingent
 annuitant, if the Participant is married. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 A C-W Participant’s election under Paragraph b or c may not be
 changed or revoked in the event a Participant terminates employment during
 his initial year of Participation provided, however, that a Participant who
 has elected an annuity form of payment may select a different form of
 annuity. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 With respect to years after a Participant’s initial year of
 participation, a Participant will be permitted to change an election under
 Paragraph (b) or (c), however such change will be subject to the subsequent
 deferral rules of Treasury Regulation 1.409A-2(b). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 Effective August 1, 2008, where the present lump sum value of
 benefits payable to any participant under the Plan, determined as provided in
 Section IV is less than the limit under Sec. 402(g)(1)(B) of the Code as in
 effect for the Plan Year in which his Separation from Service occurs, such
 Deferral Amount shall be paid in a single lump sum in accordance with this
 Section VII, and any prior election in accordance with this Section VII with
 respect to such Deferral Amount shall be void. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 In the event a Participant separates from service with the Corporation
 at a time when he is deemed to be a key employee, as determined in accordance
 with Section 416(i) of the Code (without regard to paragraph (5) thereof),
 any payments due him within the first six months following his Separation
 from Service shall be accumulated and paid to him in one lump sum during the
 seventh month following his Separation from Service. Key employees shall be
 identified on a calendar year basis and shall be subject to the six-month
 delay in the event their Separation from Service occurs within the 12-month
 period commencing April 1 following the end of the calendar year
 determination period. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 In the event of the death of a C-W Participant with an accrued and
 vested benefit in this Plan on or after January 1, 2009 but prior to
 commencement of benefits, benefits shall be paid as follows: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

 	
 If the present lump sum value of the benefit as of the date of the
 Participant’s death is equal to or greater than $25,000, the benefit will be
 paid as a life annuity to his or her Surviving Spouse determined based on the
 life of the Surviving Spouse and which will 

 









Page 7 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 commence as of the first day of the month following the death of the
 Participant; but in no event more than 90 days following the death of the
 Participant.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

 	
 If the present lump sum value of the benefit determined as the date
 of the Participant’s death is less than $25,000, the benefit will be paid to
 the Surviving Spouse in the form of a lump sum on the first day of the month
 following the death of the Participant but in no event more than 90 days
 following the death of the Participant. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.

 	
 Surviving Spouse has the same meaning as in the C-W Retirement Plan;
 however, an amendment to the definition in the C-W Retirement Plan will not change
 the definition in this Plan. An amendment to this Plan will be required to
 change the definition of Surviving Spouse. 

 
	
  

 	
  

 	
  

 	
  

 
	
 IX.

 	
 Amendment and Termination of the Plan 

 
	
  

 	
  

 	
  

 	
  

 
	
 This Section IX governs amendment and termination of the Plan and
 each of its Appendices.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Amendment. The Board of Directors of the Corporation may amend the
 Plan from time to time, provided however, that no amendment shall reduce or
 eliminate any benefit to the extent that the right thereto shall have accrued
 prior to such amendment. In the event of an amendment that would reduce or
 eliminate any such accrued benefit then or thereafter payable pursuant to
 this Plan, the Corporation shall remain liable for the payment of the accrued
 benefits at substantially the same time and under substantially the same
 conditions as the accrued benefits that would have been payable under this
 Plan. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Termination and liquidation. The Board of Directors may terminate and
 liquidate the Plan and distribute all benefits hereunder in accordance with
 the requirements of Treasury Regulation 1.409A-3(j)(4)(ix)(A), (B) or (C)
 promulgated under Section 409A of the Code (or any similar successor
 provision), which regulation generally provides that a deferred compensation
 arrangement such as the Plan may be terminated within twelve (12) months
 following a dissolution or change in control of the Company or may be
 terminated if the Company also terminates all other similar deferred
 compensation arrangements and distributes all benefits under the Plan not
 less than twelve (12) months and not more than twenty-four (24) months
 following such termination; provided however, that no termination and
 liquidation shall reduce or eliminate any benefit to the extent that the
 right thereto shall have accrued prior to such amendment. In the event of a
 termination and liquidation that would reduce or eliminate any such accrued
 benefit then or thereafter payable pursuant to this Plan, the Corporation
 shall remain liable for the payment of the accrued benefits at substantially
 the same time and under substantially the same conditions as the accrued
 benefits that would have been payable under this Plan. 

 










Page 8 


	
  

 	
  

 
	
 X.

 	
 Operational
 Provisions of the Plan 

 
	
  

 	
  

 
	
 This Section X
 governs administration of benefits provided under the Plan and each of its
 Appendices 

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Funding of Benefit
 Payments 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All benefits
 provided for in this Plan shall be paid in cash from the general funds of the
 Corporation, without interest (except as provided in the last sentence of
 Article V of this Plan). No special or separate fund shall be established and
 no segregation of assets shall be made in connection with such benefits, the
 contributions by participants under the Curtiss-Wright Corporation
 Contributory Retirement Plan, or amounts equivalent to interest. However, the
 Corporation may at its election establish a bookkeeping reserve in respect of
 its obligations hereunder. Nothing contained in this Plan, and no action
 taken pursuant to its provisions, shall create or be construed to create a
 trust of any kind, or a fiduciary relationship, between the Corporation and
 any participant in this Plan or any other person. The rights that any
 participant in this Plan or any other person shall have to receive benefits
 hereunder shall be limited to the rights of an unsecured general creditor of
 the Corporation.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Alienation of
 Benefits

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The benefits
 payable under this Plan shall not be subject in any manner to anticipation,
 alienation, sale, transfer, assignment, pledge, encumbrance, charge,
 garnishment, execution or levy of any kind, either voluntary or involuntary;
 and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
 encumber, charge or otherwise dispose of any right to benefits payable
 hereunder shall be null and void and without effect.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Interpretation of
 Sections 401(a)(17) and 415 of the Internal Revenue Code as Amended

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Any reference in
 this Plan to Sections 401(a) (17) or 415 of the Code or to ERISA shall be
 deemed to apply to the same as they may from time to time be amended or
 supplemented.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 No Employment
 Rights

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Nothing in this
 Plan shall be construed as conferring upon any person any right to be
 continued as an employee or as affecting the right to discharge an employee.

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Governing Law 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 This Plan shall be
 construed, administered and enforced according to the laws of the State of
 New Jersey.

 









Page 9 


	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 Claims Procedures

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Committee
 shall establish a procedure for claims to benefits under the Plan, which
 procedure shall comply with the requirements of Sec. 503 of ERISA.

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 Tax Withholding

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Corporation
 shall have the right to deduct from each payment made under the Plan any
 amount required to be withheld for taxes.

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 Plan Construction 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Plan is not
 intended to be qualified under Sec. 401(a) of the Code and is intended to
 constitute an unfunded deferred compensation plan for a select group of
 management or highly compensated employees, within the meaning of Secs
 201(2), 301(3), and 401(a)(1) of ERISA.

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Section 409A
 Construction 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 To the extent that
 the Plan is subject to Section 409A of the Code, the Plan shall be construed
 and interpreted to the maximum extent reasonably possible to avoid the
 imputation of any tax, penalty or interest pursuant to Section 409A of the
 Code. If any portion of a Participant’s benefits under the Plan is required
 to be included in income by the Participant prior to receipt due to a failure
 of the Plan to comply with the requirements of Section 409A of the Code and
 related Treasury Regulations, the Committee may determine that such
 Participant shall receive a distribution from the Plan in an amount equal to
 the lesser of (i) the portion of his or her benefits hereunder required to be
 included in income as a result of the failure of the Plan to comply with the
 requirements of Section 409A of the Code and related Treasury Regulations, or
 (ii) the Participant’s unpaid benefits hereunder. 

 









Page 10


APPENDIX A

BENEFITS PAYABLE TO EMD PARTICIPANTS

ON THE BASIS OFCOMPENSATION EARNED

AND SERVICE RENDERED BEFORE OCTOBER 29, 2002


Curtiss-Wright Electro-Mechanical Corporation (CWEMC), a subsidiary of
Curtiss-Wright Flow Control Corporation (“CWFC”), a subsidiary of the
Corporation, owns certain assets and conducts certain operations (collectively,
“the EMD business”) that were acquired from Westinghouse Government Services
Company LLC (“WGSC”), pursuant to an agreement effective as of October 29, 2002
between CWFC and WGSC (the “Agreement”). Prior to the acquisition of the EMD
business by CWFC, eligible employees at the EMD business participated in the
Westinghouse Government Services Group Executive Pension Plan (the “Predecessor
Plan”), a non-qualified supplemental executive pension plan maintained by WGSC.
Benefit accruals under the Predecessor Plan had been frozen as of July 1, 2001,
in accordance with the terms thereof. 


Pursuant to the terms of the Agreement, CWFC assumed the liability for
the provision of benefits in accordance with the terms of the Predecessor Plan
to certain participants in the Predecessor Plan who are described in this
Appendix A as the EMD Participants.


	
  

 	
  

 
	
 1.

 	
 Participants
 Covered by Appendix A 

 
	
  

 	
  

 
	
 In accordance with
 the terms of the Agreement, the provisions of this Appendix A shall be
 applicable only to the EMD Participants.

 
	
  

 	
  

 
	
 2.

 	
 Definitions
 

 
	
  

 	
  

 
	
 Terms used in this
 Appendix A which are defined in the EMD Plan shall have the same meanings
 unless otherwise expressly stated in this Appendix A.

 
	
  

 	
  

 
	
 For purposes of
 this Appendix A, the following terms shall have the following meanings:

 
	
  

 	
  

 
	
  “EMD Participant” means an Executive who was employed
 at the EMD business as of October 29, 2002 or who had terminated employment
 at the EMD business and commenced receiving benefits under the Predecessor
 Plan prior to October 29, 2002.

 
	
  

 	
  

 
	
  “EMD Plan” means the Curtiss-Wright
 Electro-Mechanical Division Pension Plan, as amended and merged into the C-W
 Retirement Plan effective January 1, 2007.

 
	
  

 	
  

 
	
  “Executive” means an employee at the EMD
 business who was employed in a corporate grade 40 or above position, as
 determined under the employment practices of WGSC, prior to July 1, 2001, and
 who had been notified in writing that he had become a participant in the
 Predecessor Plan prior to July 1, 2001. For purposes of the requirements of
 Section 4(a)(i) of this Appendix A and for purposes of Section 9 of this Appendix
 A, employment during the period from July 1, 2001 in a corporate grade 40 or
 above position, as determined under the employment practices of WGSC, and
 employment subsequent to October 29, 2002 in any comparable position, as
 determined under the employment practices then in effect at the EMD business,
 shall be deemed employment as an Executive.
 

 









Page 11 


	
  

 
	
  “Executive Pension
 Base”
 means the amount of the EMD Participant’s executive pension base accrued
 under the terms of the Predecessor Plan as of June 30, 2001. 

 
	
  

 
	
  “Executive Pension
 Supplement” means the pension provided under the provisions of Section 5 or 6 of
 this Appendix A. 

 
	
  

 
	
  “Maximum
 Contribution” has the same meaning as defined in the Predecessor
 Plan. 

 
	
  

 
	
  “Qualified Plan
 Benefit” means the amount of the EMD Participant’s qualified plan benefit
 determined under the terms of the Predecessor Plan as of June 30, 2001. 

 
	
  

 
	
  “Retirement
 Eligible” means that the Executive is accruing Eligibility Service and (i) has
 attained age 65 and completed five or more years of Eligibility Service, (ii)
 has attained age 60 and completed 10 or more years of Eligibility Service, or
 (iii) has attained age 58 and completed 30 or more years of Eligibility
 Service. 

 






	
  

 	
  

 	
  

 
	
 3.

 	
 Continuation
 of Benefits for Retired EMD Participants 

 
	
  

 	
  

 	
  

 
	
 Subject to the
 provisions of Sections 7, 8, and 9 of this Appendix A, each EMD Participant
 who had been receiving benefits from WGSC, or any subsidiary or affiliate
 thereof, pursuant to and in accordance with the terms of the Predecessor Plan,
 as of the effective date of the Agreement, shall continue to receive such
 benefits, in the same amount, from the Corporation or a subsidiary thereof,
 pursuant to and in accordance with the terms of this Plan. 

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Qualification
 for Benefits; Mandatory Retirement

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Qualification for
 Benefits. Subject to Article X(f) and other applicable provisions of the Plan,
 if any, each EMD Participant who was an active employee at the EMD business
 subsequent to the effective date of the Agreement shall be entitled to the
 benefits of this Appendix A on separation of service from the EMD business
 and the Corporation, provided that such EMD Participant: (i) has been
 employed in a position that meets the definition of Executive for five or
 more continuous years immediately preceding the earlier of the EMD
 Participant’s actual retirement date or the EMD Participant’s Normal
 Retirement Date; (ii) has made the Maximum Contribution during each year of
 Eligibility Service from the date he or she first became an Executive until
 the earliest of his or her date of death, actual retirement date, Normal
 Retirement Date or June 30, 2001; (iii) is a participant in the EMD Plan or
 in a defined benefit or defined contribution plan of, or made available to
 employees of, the Corporation if any; and (iv) is Retirement Eligible on the
 date of voluntary or involuntary separation of service from the EMD business
 or the Corporation or, in the case of a Surviving Spouse benefit, satisfies
 the requirements for benefits under Section 6 of this Appendix A.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Mandatory
 Retirement. Pursuant to this Plan, the Corporation shall be entitled, at its
 option, to retire any Executive who has attained sixty-five years of age and
 who, for the two-year period immediately before his or her retirement, has
 participated in this Plan, if such Executive is entitled to an immediate
 nonforfeitable annual retirement benefit from a pension,

 









Page 12 


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 profit-sharing,
 savings or deferred compensation plan, or any combination of such plans, of
 the Corporation and its subsidiaries, which equals, in the aggregate, at
 least the statutory minimum as set forth in 29 U.S.C.A. § 631(c). The
 calculation of such (or greater) amount shall be performed in a manner
 consistent with 29 U.S.C.A. § 631(c)(2).

 
	
  

 	
  

 	
  

 
	
 5.

 	
 Calculation
 of Executive Pension Supplement

 
	
  

 	
  

 	
  

 
	
 The Executive
 Pension Supplement for an EMD Participant who meets the qualifications of
 Section 4 of this Appendix A retiring on an Early or Normal Retirement Date
 shall be calculated as follows: 

 
	
  

 
	
  

 	
 (a)

 	
 If the EMD
 Participant (i) has attained age 60 and completed 10 or more years of
 Eligibility Service, or (ii) has attained age 65, the Executive Pension
 Supplement is determined by subtracting the EMD Participant’s Qualified Plan
 Benefit that would be payable if he or she elected a Life Annuity Option
 (after any reduction for early retirement, if applicable) from his or her
 Executive Pension Base. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 If the EMD
 Participant has not met the requirements of Section 5(a) of this Appendix A
 but has attained age 58 and completed 30 or more years of Eligibility
 Service, the Executive Pension Supplement is determined by subtracting the
 EMD Participant’s Qualified Plan Benefit that would be payable if he or she
 elected a Life Annuity Option (before any reduction for retirement prior to
 age 60) from his or her Executive Pension Base. 

 
	
  

 	
  

 	
  

 
	
 6.

 	
 Death
 in Active Service

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Eligibility For an
 Immediate Benefit. If an EMD Participant dies in active service and,
 on his or her date of death, satisfies the requirements of the Surviving
 Spouse Benefit for Death Before Retirement provisions of the EMD Plan and
 satisfied the requirements of Section 4(a)(ii) and (iii) of this Appendix A
 at the time of death, a Surviving Spouse benefit shall also be payable under
 this Plan. The duration portion of the requirement of Section 4(a)(i) of this
 Appendix A that the EMD Participant be employed in a position that meets the
 definition of Executive for five or more continuous years is waived in this
 case. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Surviving Spouse
 Benefit under this Section 6(a) shall be the Executive Pension Supplement
 reduced in the same manner as though the benefit were payable under the EMD
 Pension Plan. For purposes of this paragraph, the Executive Pension
 Supplement shall be calculated as follows:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 If the EMD
 Participant had attained age 60 or had completed 30 years of Eligibility
 Service, the Executive Pension Supplement would be calculated as described in
 Section 5(a); 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 If the EMD
 Participant did not meet either of the requirements set forth in subparagraph
 (i) above, the Executive Pension Supplement would be 80% of the difference
 between the 

 









Page 13 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Executive Pension
 Base and the unreduced Qualified Plan Benefit.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Eligibility for a
 Deferred Benefit. If an EMD Participant dies in active service who
 does not satisfy the requirements of Section 6(a) above but who satisfied the
 requirements of the Surviving Spouse Benefits for Certain Vested Employees
 provisions of the EMD Plan and satisfied the requirements of Section 4(a)(ii)
 and (iii) at the time of death, a Surviving Spouse benefit shall also be
 payable under this Plan. The duration portion of the requirement of Section
 4(a)(i) of the Plan that the EMD Participant be employed in a position that
 meets the definition of Executive for five or more continuous years is waived
 in this case. 

 



The Surviving Spouse benefit under this Section 6(b) shall be the
Executive Pension Supplement reduced in the same manner as though the benefit
were payable under the EMD Pension Plan. For purposes of this paragraph, the
Executive Pension Supplement shall be calculated by subtracting the EMD
Participant’s Qualified Plan Benefit (before any reductions) from his or her
Executive Pension Base. 


	
  

 	
  

 
	
 7.

 	
 Payment
 of Benefits – Retirement Eligibility Before January 1, 2005 

 



No benefits shall be payable under this Plan to any EMD Participant
whose employment terminates for any reason other than death prior to satisfying
the definition of Retirement Eligible hereunder. 


The Executive Pension Supplement shall be paid in monthly installments,
each equal for 1/12th of the annual amount determined in Section 5
or 6, whichever is applicable. If the EMD Participant or Surviving Spouse is
eligible for Plan benefits, such payments shall commence at the same time as
payments under the EMD Pension Plan, if any. If the EMD Participant or
Surviving Spouse is eligible for Plan benefits and is receiving payments from a
defined benefit or defined contribution plan of, or made available to employees
of, the Corporation, but not from the EMD Pension Plan, payments shall commence
at the same time as payments under such plan, provided the requirements of
Section 4(a)(iv) have been met. The payments shall be payable for the life of
the EMD Participant or the EMD Participant’s Surviving Spouse, as the case may
be. 


Unless the Committee determines otherwise, the EMD Participant may
elect that the Executive Pension Supplement determined in Section 6 be paid in
accordance with any of the optional forms of payment, other than as a lump sum,
then available under the EMD Pension Plan, subject to the same reductions or
other provisions that apply to the elected form of payment under the EMD
Pension Plan. Any election hereunder as to optional forms of payment may be
revoked prior to the effective date of such election, but may not be revoked on
or after the EMD Participant’s actual retirement date for any reason. All
elections hereunder become effective on the EMD Participant’s actual retirement
date. 


Regardless of the
form of payment elected by the EMD Participant, after the EMD Participant
retires and begins receiving an Executive Pension Supplement a minimum of 60
times the monthly payment he or she would have received on a life annuity basis
is guaranteed hereunder. 






Page 14


Surviving Spouse benefits under this Plan will be paid in accordance
with the form of payment made for Surviving Spouse Benefits under the EMD
Pension Plan. Once a Surviving Spouse Benefit determined under Section 6(a) has
commenced, a minimum of 60 times the monthly benefit payable to the Surviving
Spouse is guaranteed hereunder. 


In the event that an EMD Participant retires or otherwise ceases to be
an Employee of EMD or the Corporation, and is later rehired by one of those
entities, the additional provisions set forth in Section 9 will apply. 


	
  

 	
  

 
	
 8.

 	
 Conditions to Receipt of Executive Pension Supplement 

 



Payments of benefits under this Plan to EMD Participants are subject to
the condition that the recipient shall not engage directly or indirectly in any
business which is at the time competitive with any business or part thereof, or
activity then conducted by, the Corporation, any of its subsidiaries or any
other corporation, partnership, joint venture or other entity of which the
Corporation directly or indirectly holds a 10% or greater interest (together,
the “Company”) in the area in which such business, or part thereof, or activity
is then being conducted by the Company, unless such condition is specifically
waived with respect to such recipient by the Corporation’s Board of Directors.
Breach of the condition contained in the preceding sentence shall be deemed to
occur immediately upon an EMD Participant’s engaging in competitive activity.
Payments suspended for breach of the condition shall not thereafter be resumed
whether or not the EMD Participant terminates the competitive activity. A
recipient shall be deemed to be engaged in such a business indirectly if he or
she is an employee, officer, director, trustee, agent or partner of, or a
consultant or advisor to or for, a person, firm, corporation, association,
trust or other entity which is engaged in such a business or if he or she owns,
directly or indirectly, in excess of five percent of any such firm,
corporation, association, trust or other entity. The ongoing condition of this
Section 8 shall not apply to an EMD Participant age 65 or older. 


	
  

 	
  

 
	
 9.

 	
 Rehired Executives

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Retired EMD Participants Rehired
 as Executives. If an EMD Participant who retired from the EMD business or any
 other business of the Corporation, and who is receiving an Executive Pension
 Supplement on a monthly basis, or a participant in the Predecessor Plan who
 received a lump sum payment under the Predecessor Plan is rehired in an
 Executive position in the EMD business or in any other operations of the
 Corporation, the following provisions apply: 

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 For an EMD Participant who
 elected a monthly Executive Pension Supplement, the Plan will: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 suspend all future Executive
 Pension Supplement payments; and 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 (B) if, but only if, the EMD
 Participant is Retirement Eligible at the time of subsequent actual
 retirement, recommence Executive Pension Supplement payments at the time of
 the Executive’s subsequent actual retirement date, as long as 

 









Page 15 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 the EMD Participant then meets
 all Plan benefit qualification requirements. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 At subsequent actual retirement,
 the EMD Participant may re-elect any form of payment of his or her Executive
 Pension Supplement then permitted under the Plan.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 For a participant in the
 Predecessor Plan who received payment of an Executive Pension Supplement in
 the form of a lump sum, no further benefits will be paid under this Appendix
 A and he or she shall not again become a participant. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Former Executives with Vested
 Pensions Rehired as Executives. If the employment of an EMD Participant who
 then was eligible only for a vested pension under the relevant qualified
 defined benefit or defined contribution plan, if any, and not for a benefit
 under this Plan or the Predecessor Plan, was terminated and the EMD
 Participant is rehired at the EMD business or any other business of the
 Corporation, no benefits will be paid under this Appendix A. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Retired EMD Participants Rehired
 in Non-Executive Positions. If an EMD Participant who retired from the EMD
 business or from any other business of the Corporation and who is receiving
 an Executive Pension Supplement on a monthly basis, or a participant in the
 Predecessor Plan who received a lump sum payment under the Predecessor Plan
 is rehired at the EMD business or any other business of the Corporation in a
 non-Executive position, the following provisions apply:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 For an EMD Participant who
 elected a monthly Executive Pension Supplement, the Plan will:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 suspend all future Executive
 Pension Supplement payments; and

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 if, but only if, the EMD
 Participant is still Retirement Eligible at the time of subsequent actual
 retirement, recommence Executive Pension Supplement payments at the time of
 the EMD Participant’s subsequent actual retirement, without recalculation of
 amount.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 At subsequent actual retirement,
 the EMD Participant may re-elect any form of payment of his or her Executive
 Pension Supplement then permitted under the Plan.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 For a participant in the
 Predecessor Plan who received payment of an Executive Pension Supplement in
 the form of a lump sum, no further benefits will be paid under this Appendix
 A and he or she shall not again become a participant.

 










Page 16 


	
  

 	
  

 
	
 10.

 	
 Payment of Benefits for EMD Participants who become
Retirement Eligible after December 31, 2005

 




This Section 10 reflects the rules governing distributions of benefits
made under the Plan with respect to Participants who become Retirement Eligible
and incur a Separation from Service (as defined in Article VII of the Plan)
with the Company on or after January 1, 2005. This Section 10 replaces and
incorporates prior Section 10 which provided Participants the opportunity to
make distribution elections in accordance with certain transition rules set
forth in Treasury Regulations and other guidance promulgated under Section 409A
of the Code. 



	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Notwithstanding
 any other provision of the Plan to the contrary, an EMD Participant shall
 file an election with the Committee on or before December 31, 2005 (which
 election may have been subsequently updated by December 31, 2006, then
 December 31, 2007 and then finally December 31, 2008 under Section 409A
 transition guidance) specifying the time at which payment of his benefit
 hereunder shall commence, which election shall be effective only if the
 Participant subsequently becomes Retirement Eligible. In the event an EMD
 Participant has not filed an election in accordance with the fist sentence of
 this paragraph (a), he shall file an election with the Committee within 30
 days of his or her initial participation in Plan, but in no event later than
 December 31st of the year of his or her initial participation,
 specifying the time at which payment of his benefit hereunder shall
 commence.. A Participant shall be permitted to elect only one of the
 following commencement dates: (i) within 90 days after the Participant’s
 Separation from Service, or (ii) within 90 days after the January 1 following
 his Separation from Service. Payment shall be made in the form of a life
 annuity if the Participant is single and in the form of a 50% survivor
 annuity with his spouse as contingent annuitant, if the Participant is
 married. 

 
	
  

 
	
  

 	
 (b)

 	
 In the
 event a Participant fails to make an election in accordance with Paragraph
 (a) the Participant shall be deemed to have elected payment to commence
 within 90 days of his Separation from Service in the form of a single life
 annuity, if the Participant is unmarried, or in the form of a joint and 50%
 survivor annuity with his spouse as contingent annuitant, if the Participant
 is married. 

 
	
  

 
	
  

 	
 (c)

 	
 A
 Participant’s election (or deemed election) under Paragraph (a) or (b) may
 not be changed or revoked in the event a Participant terminates employment
 during his or her initial year of participation. 

 
	
  

 
	
  

 	
 (d)

 	
 With
 respect to years after a Participant’s initial year of participation, a
 Participant will be permitted to change an election under Paragraph (a), (b)
 or (c), however such change will be subject to the subsequent deferral rules
 of Treasury Regulation 1.409A-2(b). 

 
	
  

 
	
  

 	
 (e)

 	
 Effective
 August 8, 2008, where the present lump sum value of benefits payable to any
 participant under the Plan, determined as of his Separation from Service is
 less than the limit under Sec. 402(g)(1)(B) of 

 









Page 17


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the Code as in effect for the
 Plan Year in which his Separation from Service occurs, such Deferral Amount
 shall be paid to him in a single lump sum in accordance with this Section 10,
 and any prior election in accordance with this Section 10 with respect to
 such Deferral Amount shall be void.

 
	
  

 
	
  

 	
 (f)

 	
 In the event a Participant
 separates from service at a time when he is deemed to be a key employee, as
 determined in accordance with Section 416(i) of the Code (without regard to
 paragraph (5) thereof), any payments due him within the first six months
 following his Separation from Service shall be accumulated and paid to him in
 one lump sum during the seventh month following his Separation from Service.
 Key employees shall be identified on a calendar year basis and shall be
 subject to the six-month delay in the event their Separation from Employment
 occurs within the 12-month period commencing April 1 following the end of the
 calendar year determination period. 

 










Page 18 


APPENDIX B


BENEFITS PAYABLE TO EMD PARTICIPANTS

ON THE BASIS OFCOMPENSATION EARNED

AND SERVICE RENDERED AFTER OCTOBER 29, 2002


	
  

 	
  

 	
  

 	
  

 
	
 I.

 	
 Participants
 Covered By Appendix B

 
	
  

 	
  

 
	
  

 	
 All participants in the
 Curtiss-Wright Electro-Mechanical Division Pension Plan merged into the
 Curtiss-Wright Retirement Plan effective January 1, 2007 (the “EMD Plan”)
 shall be eligible to participate in the benefits described in this Appendix
 B, whenever their benefits under the EMD Plan as from time to time in effect
 would be limited as a result of any provision of the Code (including, but not
 limited to, Sections 401(a)(17) and 415 thereof) or ERISA (“EMD
 Participants”).

 
	
  

 	
  

 
	
 2.

 	
 Benefits for
 EMD Participants

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Each EMD
 Participant (and/or, to the extent consistent with the Plan and elections
 made hereunder, his spouse or other beneficiary under the EMD Plan) shall
 receive a supplemental retirement benefit under this Plan equal to the
 excess, if any, of: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1)

 	
 the
 benefit that would have been payable to him under the EMD Plan, computed on
 the basis of his “Compensation” and “Credited Service” as defined in the EMD
 Plan, from and after October 29, 2002, calculated without regard to any EMD
 Plan provision incorporating or reflecting (i) limitations imposed by Section
 401 (a)(17) of the Code on the amount of compensation that may be taken into
 account under the EMD Retirement Plan, or (ii) limitations imposed by Section
 415 of the Code or ERISA on the maximum amount of benefits payable under the
 EMD Plan, over 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2)

 	
 the
 benefit payable under the EMD Plan, computed otherwise as above but limited
 by any provision incorporating or reflecting such Code or ERISA limitations. 

 
	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 Payment of
 Benefits for EMD Participants Prior to January 1, 2005 

 
	
  

 	
  

 	
  

 
	
  

 	
 For Participants who become
 Retirement Eligible (as defined in Appendix A)_prior to January 1, 2005, the
 supplemental retirement benefit shall be payable in the form of a single life
 annuity unless the Participant files an election prior to his benefit
 commencement date selecting another form of annuity that is available to the
 Participant under the EMD Retirement Plan.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 Payment of
 Benefits for EMD Participants After December 31, 2004 

 
	
  

 	
  

 	
  

 
	
  

 	
 This Section 4 reflects the
 rules governing distributions of benefits made under the Plan with respect to
 EMD Participants who incur a Separation from Service (as defined in Article
 VII of the Plan) with the Company on or after January 1, 

 
						









Page 19 


	
  

 	
  

 
	
  

 	
 2005. This Section 10 replaces
 and incorporates prior Section 10 which provided Participants the opportunity
 to make distribution elections in accordance with certain transition rules
 set forth in Treasury Regulations and other guidance promulgated under
 Section 409A of the Code. 

 






	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 A Participant who becomes Retirement
 Eligible after December 31, 2004 shall file an election with the Committee on
 or before December 31, 2005 (which election may have been subsequently
 updated by December 31, 2006, then December 31, 2007 and then finally
 December 31, 2008 under Section 409A transition guidance) specifying the time
 at which payment of his supplemental retirement benefit shall commence. In
 the event an EMD Participant has not filed an election in accordance with the
 first sentence of this paragraph (b), he shall file an election with the
 Committee within 30 days of his or her initial participation date in the
 Plan, but in no event later than December 31st of the year of his
 or her initial participation in the Plan, specifying the time at which
 payment of his supplemental retirement benefit shall commence. The
 Participant shall be permitted to elect only one of the following
 commencement dates: (i) within 90 days after the Participant’s Separation
 from Service; (ii) within 90 days after the later of the Participant’s Separation
 from Service or the earliest date the Participant would have been eligible to
 retire under the EMD Plan; (iii) within 90 days of the January 1 following
 the end of the calendar year in which the Participant separates from service;
 or (iv) within 90 days after the January 1 following the later of the
 Participant’s Separation from Service or the earliest date the Participant
 would have been eligible to retire under the EMD Plan. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 In the event a Participant fails
 to make an election in accordance with Paragraph (a) the Participant shall be
 deemed to have elected payment to commence within 90 days of his Separation
 from Service in the form of a single life annuity if the Participant is
 unmarried, or in the form of a joint and 50% survivor annuity with his spouse
 as contingent annuitant, if the Participant is married. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 A Participant’s election (or
 deemed election) under Paragraph (a) or (b) may not be changed or revoked in
 the event a Participant terminates employment during his or her initial year
 of participation. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 With respect to years after a
 Participant’s initial year of participation, a Participant will be permitted
 to change an election under Paragraph (b) or (c), however such change will be
 subject to the subsequent deferral rules of Treasury Regulation 1.409A-2(b). 

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 Effective August 1, 2008, where
 the present lump sum value of benefits payable to any participant under the
 Plan, determined as of his Separation from Service is less than the limit
 under Sec. 402(g)(1)(B) of the Code as in effect for the Plan Year in which
 his Separation From Service occurs, such Deferral Amount shall be paid to him
 in a single lump sum in accordance with this Section 2, and any prior
 election in accordance with this Section 4 with respect to such Deferral
 Amount shall be void. 

 









Page 20 


	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 In the event a Participant separates from service at a time when he
 is deemed to be a key employee, as determined in accordance with Section
 416(i) of the Code (without regard to paragraph (5) thereof), any payments
 due him within the first six months following his Separation From Service
 shall be accumulated and paid to him in one lump sum during the seventh month
 following his Separation From Service. Key employees shall be identified on a
 calendar year basis and shall be subject to the six-month delay in the event
 their Separation From Service occurs within the 12-month period commencing
 April 1 following the end of the calendar year determination period.