CURTISS WRIGHT CORP
EXHIBIT 10 (VI) CURTISS-WRIGHT S.I.P.
<DOCUMENT>
<TYPE>EX-10
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<FILENAME>ex10-vi.txt
<DESCRIPTION>EXHIBIT 10 (VI) CURTISS-WRIGHT S.I.P.
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                                                                  Exhibit 10(vi)







                           CURTISS-WRIGHT CORPORATION
                           SAVINGS AND INVESTMENT PLAN



                              AMENDED AND RESTATED,
                        effective as of January 1, 2001,
                          except as otherwise specified






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                                                                               i

                           CURTISS-WRIGHT CORPORATION
                           SAVINGS AND INVESTMENT PLAN

                                TABLE OF CONTENTS




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PREAMBLE..........................................................................................................1


ARTICLE 1:  DEFINITIONS...........................................................................................2


ARTICLE 2:  ELIGIBILITY AND MEMBERSHIP...........................................................................10

   2.01    Eligibility...........................................................................................10
   2.02    Membership............................................................................................10
   2.03    Reemployment of Former Employees and Former Members...................................................10
   2.04    Termination of Membership.............................................................................11
   2.05    Year-end Membership List..............................................................................11

ARTICLE 3:  CONTRIBUTIONS........................................................................................12

   3.01    Deferred Cash Contributions...........................................................................12
   3.02    After-Tax Contributions...............................................................................13
   3.03    Employer Matching Contributions prior to September 1, 1994............................................13
   3.04    Employee or Member Rollover Contributions.............................................................13
   3.05    Change in Contributions...............................................................................14
   3.06    Suspension of Contributions...........................................................................14
   3.07    Actual Deferral Percentage Test.......................................................................14
   3.08    Contribution Percentage Test..........................................................................16
   3.09    Aggregate Contribution Limitation.....................................................................17
   3.10    Additional Discrimination Testing Provisions..........................................................17
   3.11    Maximum Annual Additions..............................................................................19
   3.12    Return of Contributions...............................................................................21
   3.13    Contributions during Period of Military Leave.........................................................21

ARTICLE 4:  INVESTMENT OF CONTRIBUTIONS..........................................................................23

   4.01    Investment Funds......................................................................................23
   4.02    Investment of Members' Accounts.......................................................................23
   4.03    Responsibility for Investments........................................................................24
   4.04    Change of Election for Current and Future Contributions...............................................24
   4.05    Reallocation of Accounts Among the Funds..............................................................24
   4.06    Limitations Imposed by Contract.......................................................................24
   4.07    ERISA Section 404(c) Compliance.......................................................................24

ARTICLE 5:  VALUATION OF THE ACCOUNTS............................................................................25

   5.01    Valuation of Member Accounts..........................................................................25
   5.02    Right to Change Procedures............................................................................25
   5.03    Statement of Accounts.................................................................................25

ARTICLE 6:  VESTED PORTION OF ACCOUNTS...........................................................................26
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   6.01    Member Account and Deferred Account...................................................................26
   6.02    Employer Account......................................................................................26
   6.03    Disposition of Forfeitures............................................................................26

ARTICLE 7:  WITHDRAWALS WHILE STILL EMPLOYED.....................................................................28

   7.01    Withdrawal of After-Tax Contributions.................................................................28
   7.02    Withdrawal After Age 59 1/2...........................................................................28
   7.03    Hardship Withdrawal...................................................................................28
   7.04    Procedures and Restrictions...........................................................................31
   7.05    Determination of Vested Portion of Employer Account...................................................31
   7.06    Separate Contracts....................................................................................31

ARTICLE 8:  LOANS TO MEMBERS.....................................................................................32

   8.01    Amount Available......................................................................................32
   8.02    Terms.................................................................................................32

ARTICLE 9:  DISTRIBUTION OF ACCOUNTS UPON TERMINATION OF EMPLOYMENT..............................................34

   9.01    Eligibility...........................................................................................34
   9.02    Form of Distribution..................................................................................34
   9.03    Date of Payment of Distribution.......................................................................34
   9.04    Age 70 1/2 Required Distribution......................................................................35
   9.05    Status of Accounts Pending Distribution...............................................................36
   9.06    Proof of Death and Right of Beneficiary or Other Person...............................................36
   9.07    Distribution Limitation...............................................................................36
   9.08    Direct Rollover of Certain Distributions..............................................................36
   9.09    Waiver of Notice Period...............................................................................37

ARTICLE 10:  ADMINISTRATION OF PLAN..............................................................................38

   10.01   Appointment of Administration Committee...............................................................38
   10.02   Duties of Committee...................................................................................38
   10.03   Individual Accounts...................................................................................38
   10.04   Meetings..............................................................................................39
   10.05   Action of Majority....................................................................................39
   10.06   Compensation and Bonding..............................................................................39
   10.07   Establishment of Rules................................................................................39
   10.08   Prudent Conduct.......................................................................................39
   10.09   Service in More Than One Fiduciary Capacity...........................................................39
   10.10   Limitation of Liability...............................................................................40
   10.11   Indemnification.......................................................................................40
   10.12   Appointment of Investment Manager.....................................................................40
   10.13   Claims Review Procedure...............................................................................40
   10.14   Named Fiduciary.......................................................................................41

ARTICLE 11:  MANAGEMENT OF FUNDS.................................................................................42

   11.01   Trust Agreement or Group Annuity Contract.............................................................42
   11.02   Exclusive Benefit Rule................................................................................42
   11.03   Investment, Management and Control....................................................................42
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                                                                             iii

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   11.04   Payment of Certain Expenses...........................................................................42

ARTICLE 12:  AMENDMENT, MERGER AND TERMINATION...................................................................43

   12.01   Amendment of Plan.....................................................................................43
   12.02   Merger, Consolidation or Transfer.....................................................................43
   12.03   Additional Participating Employers....................................................................43
   12.04   Termination of Plan...................................................................................44
   12.05   Distribution of Accounts Upon a Sale of Assets or a Sale of a Subsidiary..............................45

ARTICLE 13:  GENERAL PROVISIONS..................................................................................46

   13.01   Nonalienation.........................................................................................46
   13.02   Conditions of Employment Not Affected by Plan.........................................................46
   13.03   Facility of Payment...................................................................................47
   13.04   Information...........................................................................................47
   13.05   Top-Heavy Provisions..................................................................................47
   13.06   Written Elections.....................................................................................49
   13.07   Construction..........................................................................................49
   13.08   Electronic Provision of Notices to Members............................................................49

APPENDIX A: SPECIAL RULES APPLICABLE TO ACQUIRED ENTITIES........................................................51
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                                                                               1


PREAMBLE

Curtiss-Wright Corporation ("the Company") has established the Curtiss-Wright
Corporation Savings and Investment Plan (the "Plan") to assist eligible
employees in saving for retirement. The Plan is a continuation of the
Curtiss-Wright Corporation Employee Savings Plan and the Curtiss-Wright
Corporation Deferred Compensation Plan, which plans were merged effective
September 1, 1994 and, as so merged, were renamed the Curtiss-Wright Corporation
Savings and Investment Plan. The Plan has since been amended from time to time.

The Plan is intended to be a qualified plan under Section 401(a) of the Internal
Revenue Code (the "Code") that includes a qualified cash or deferred arrangement
pursuant to Section 401(k) of the Code.

The Plan was most recently amended and restated in its entirety as of January 1,
1989 ("the January 1, 1989 Restatement"), which restatement also reflected
provisions that became effective on dates later than the initial effective date
thereof. Subsequent to the January 1, 1989 Restatement, the Plan has been
amended to maintain compliance with applicable law and regulations and for other
purposes. This Amendment and Restatement of the Plan as of January 1, 2001
incorporates amendments heretofore made to the Plan and makes additional
amendments to the Plan. The amendments hereby made to the January 1, 1989
Restatement, as heretofore amended, are effective as of January 1, 2001, except
as otherwise specified herein, provided, however, that the effective date of any
provision or provisions of the Plan shall, to the extent required by specific
provisions of the Plan, the Uruguay Round Agreements Act, the Uniformed Services
Employment and Reemployment Rights Act of 1994, the Small Business Job
Protection Act of 1996, the Taxpayer Relief Act of 1997, the Internal Revenue
Service Restructuring and Reform Act of 1998, the Community Renewal Tax Relief
Act of 2000, the Economic Growth and Tax Relief Reconciliation Act of 2001, or
other law, be any such earlier or other effective date required by the Plan,
such acts, or such law.







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                                                                               2


                           CURTISS-WRIGHT CORPORATION
                           SAVINGS AND INVESTMENT PLAN






ARTICLE 1:  DEFINITIONS


1.01     "Accounts" means the Employer Account, the Member Account and the
         Deferred Account.

1.02     "Actual Deferral Percentage" means, with respect to a specified group
         of Employees, the average of the ratios, calculated separately for each
         Employee in that group, of

                  (a)      the amount of Deferred Cash Contributions made
                           pursuant to Section 3.01 for a Plan Year (including
                           Deferred Cash Contributions returned to a Highly
                           Compensated Employee under Section 3.01(c) and
                           Deferred Cash Contributions returned to any Employee
                           pursuant to Section 3.01(d)), to

                  (b)      the Employees' Statutory Compensation for that entire
                           Plan Year, provided that, upon direction of the
                           Committee, Statutory Compensation for a Plan Year
                           shall only be counted if received during the period
                           an Employee is, or is eligible to become, a Member.

         The Actual Deferral Percentage for each group and the ratio determined
         for each Employee in the group shall be calculated to the nearest one
         one-hundredth of one percent (0.01%). For purposes of determining the
         Actual Deferral Percentage for a Plan Year, Deferred Cash Contributions
         may be taken into account for a Plan Year only if they:

                  (a)      relate to compensation that either would have been
                           received by the Employee in the Plan Year but for the
                           deferral election, or are attributable to services
                           performed by the Employee in the Plan Year and would
                           have been received by the Employee within 2 1/2
                           months after the close of the Plan Year but for the
                           deferral election,

                  (b)      are allocated to the Employee as of a date within
                           that Plan Year and the allocation is not contingent
                           on the participation or performance of service after
                           such date, and









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                                                                               3

                  (c)      are actually paid to the Trustee no later than 12
                           months after the end of the Plan Year to which the
                           contributions relate.

1.03     "Adjustment Factor" means the cost of living adjustment factor
         prescribed by the Secretary of the Treasury under Section 415(d) of the
         Code for calendar years beginning on or after January 1, 1988, and
         applied to such items and in such manner as the Secretary shall
         provide.

1.04     "Affiliated Employer" means any company which is a member of a
         controlled group of corporations (as defined in Section 414(b) of the
         Code) which also includes as a member the Employer; any trade or
         business under common control (as defined in Section 414(c) of the
         Code) with the Employer; any organization (whether or not incorporated)
         which is a member of an affiliated service group (as defined in Section
         414(m) of the Code) which includes the Employer; and any other entity
         required to be aggregated with the Employer pursuant to regulations
         under Section 414(o) of the Code. Notwithstanding the foregoing, for
         purposes of Sections 1.29 and 3.11, the definitions in Sections 414(b)
         and (c) of the Code shall be modified by substituting the phrase "more
         than 50 percent" for the phrase "at least 80 percent" each place it
         appears in Section 1563(a)(1) of the Code.

1.05     "After-Tax Contributions" means amounts contributed pursuant to Section
         3.02.

1.06     "Annual Dollar Limit" means for Plan Years beginning on or after
         January 1, 1989 and before January 1, 1994, $200,000 multiplied by the
         Adjustment Factor.

         Commencing with the 1994 Plan Year, the Annual Dollar Limit means
         $150,000, as adjusted from time to time for cost of living, in
         accordance with Section 401(a)(17)(B) of the Code, and as adjusted or
         superseded by any amendment to Section 401(a)(17)(A) of the Code.

1.07     "Annuity Starting Date" means the first day of the first period for
         which an amount is paid, as an annuity or in any other form, following
         a Member's retirement or termination of employment.

1.08     "Beneficiary" means any person or persons designated by a Member to
         receive any benefits payable in the event of the Member's death.
         However, a married Member's spouse shall be deemed to be his
         Beneficiary unless or until he elects another Beneficiary with Spousal
         Consent. If no Beneficiary designation is in effect at the Member's
         death, or if no person or persons so designated survives the Member,
         the Member's surviving spouse, if any, shall be deemed to be the
         Beneficiary; otherwise the Beneficiary shall be the personal
         representative of the estate of the Member.

1.09     "Board of  Directors"  means the Board of Directors  of  Curtiss-Wright
         Corporation.

1.10     "Code" means the Internal Revenue Code of 1986, as amended from time to
         time.







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                                                                               4


1.11     "Committee" means the persons named by the Chairman of the Board of
         Directors or his designee to administer and supervise the Plan as
         provided in Article 10.

1.12     "Compensation" means the total of an Employee's compensation paid by
         the Employer during any Plan Year prior to any reduction for deferred
         compensation under Section 401(k) of the Code or pursuant to a
         cafeteria plan under Section 125 of the Code.

         Compensation shall not include: (i) relocation allowances; (ii)
         severance pay; (iii) any kind of stock payment; (iv) additional
         compensation granted in connection with "away from original home
         assignments"; or (v) imputed value of group life insurance premiums
         under Section 79 of the Code.

         In any event, for Plan Years beginning after 1988, Compensation shall
         not exceed the Annual Dollar Limit.

         Effective for Plan Years beginning prior to January 1, 1997, the Annual
         Dollar Limit applies to the aggregate Compensation paid to a Highly
         Compensated Employee referred to in Section 3.10(a), his spouse and his
         lineal descendants who have not attained age 19 before the end of the
         Plan Year. If, as a result of the application of the family aggregation
         rule, the Annual Dollar Limit is exceeded, then the Limit shall be
         pro-rated among the affected individuals in proportion to each such
         individual's Compensation as determined under this Section 1.12 prior
         to the application of the Limit.

1.13     "Contribution Percentage" means, with respect to a specified group of
         Employees, the average of the ratios, calculated separately for each
         Employee in that group, of

                  (a)      the sum of the Employee's After-Tax Contributions and
                           Matching Contributions for that Plan Year, to

                  (b)      his Statutory Compensation for that entire Plan Year;
                           provided that, upon direction of the Committee,
                           Statutory Compensation for a Plan Year shall only be
                           counted if received during the period an Employee is,
                           or is eligible to become, a Member.

         The Contribution Percentage for each group and the ratio determined for
         each Employee in the group shall be calculated to the nearest one
         one-hundredth of one percent (0.01%).

1.14     "Deferred Account" means the account credited with the Deferred Cash
         Contributions made on a Member's behalf and earnings on those
         contributions, and with Rollover Contributions made by a Member or an
         Employee and earnings on those contributions.

1.15     "Deferred Cash  Contributions"  means amounts  contributed  pursuant to
         Section 3.01.

1.16     "Disability" means total and permanent disability. A Member shall be
         deemed to be totally and permanently disabled when, on the basis of
         medical evidence satisfactory to the Committee, he is found to be
         wholly and permanently prevented from engaging in any occupation or
         employment for wages or profit as a result of bodily injury or disease,








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                                                                               5

         either occupationally or nonoccupationally caused, but not as a result
         of bodily injury or disease which originated from service in the Armed
         Forces of any country.

1.17     "Earnings" means the amount of income to be returned with any excess
         deferrals, excess contributions, or excess aggregate contributions
         under Section 3.01, 3.07, 3.08 or 3.09. Earnings on excess deferrals
         and excess contributions shall be determined by multiplying the income
         earned on the Deferred Account for the Plan Year by a fraction, the
         numerator of which is the excess deferrals or excess contributions, as
         the case may be, for the Plan Year and the denominator of which is the
         Deferred Account balance at the end of the Plan Year, disregarding any
         income or loss occurring during the Plan Year. Earnings on excess
         aggregate contributions shall be determined in a similar manner by
         substituting the sum of the Employer Account and Member Account for the
         Deferred Account, and the excess aggregate contributions for the excess
         deferrals and excess contributions in the preceding sentence.

1.18     "Effective Date." The Effective Date of the Plan is January 1, 1989.
         The Effective Date of this amendment and restatement of the Plan is
         January 1, 2001, except as otherwise provided herein, or as required by
         applicable law.

1.19     "Employee" means a person employed by the Employer who receives stated
         compensation other than a pension, severance pay, retainer, or fee
         under contract; however, the term "Employee" excludes any non-resident
         alien, any Leased Employee, and any person who is included in a unit of
         employees covered by a collective bargaining agreement that does not
         provide for his membership in the Plan. Any person deemed to be an
         independent contractor by any Employer and paid by the Employer in
         accordance with its practices for the payment of independent
         contractors, including the provision of tax reporting on Internal
         Revenue Service Form 1099, shall be excluded from the definition of
         Employee for all purposes under the Plan, notwithstanding any
         subsequent reclassification of such person for any purpose under the
         Code, whether agreed to by the Employer or adjudicated under applicable
         law.

1.20     "Employer" means Curtiss-Wright Corporation or any successor by merger,
         purchase or otherwise, with respect to its employees; or any other
         company participating in the Plan as provided in Section 12.03, with
         respect to its employees.

1.21     "Employer Account" means the account credited with Matching
         Contributions and earnings on those contributions.

1.22     "Enrollment  Date"  means the  Effective  Date and the first day of any
         calendar quarter following that date.

1.23     "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
         amended from time to time.

1.24     "Fund"  or  "Investment   Fund"  means  the  fund  or  funds  in  which
         contributions to the Plan are invested in accordance with Article 4.




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                                                                               6

1.25     "Group Annuity Contract" means such contract or contracts as are
         entered into by the Employer with an Insurer or Insurers for the
         purpose of investing and administering contributions received by the
         Insurer in accordance with the terms of the Plan.

1.26     "Highly Compensated Employee" means, for a Plan Year commencing on or
         after January 1, 1997, any employee of the Employer or an Affiliated
         Employer (whether or not eligible for membership in the Plan) who:

                  (a)      was a 5 percent owner of the Employer (as defined in
                           Section 416(i) of the Code) for such Plan Year or the
                           prior Plan Year, or

                  (b)      for the preceding Plan Year received Statutory
                           Compensation in excess of $80,000, and was among the
                           highest 20 percent of employees of the Employer for
                           the preceding Plan Year when ranked by Statutory
                           Compensation paid for that year, excluding, for
                           purposes of determining the number of such employees,
                           such employees as the Committee may determine on a
                           consistent basis pursuant to Section 414(q) of the
                           Code. The $80,000 dollar amount in the preceding
                           sentence shall be adjusted from time to time for cost
                           of living in accordance with Section 414(q) of the
                           Code.


         Notwithstanding the foregoing, employees who are nonresident aliens and
         who receive no earned income from the Employer or an Affiliated
         Employer which constitutes income from sources within the United States
         shall be disregarded for all purposes of this Section.


         The Employer's top-paid group election as described above in subsection
         (b) shall be used consistently in determining Highly Compensated
         Employees for determination years of all employee benefit plans of the
         Employer and Affiliated Employers for which Section 414(q) of the Code
         applies (other than a multiemployer plan) that begin with or within the
         same calendar year, until such election is changed by Plan amendment in
         accordance with IRS requirements. Notwithstanding the foregoing, the
         consistency provision in the preceding sentence shall not apply for the
         Plan Year beginning in 1997 and, for Plan Years beginning in 1998 and
         1999, shall apply only with respect to all qualified retirement plans
         (other than a multiemployer plan) of the Employer and Affiliated
         Employers.

         The provisions of this Section shall be further subject to such
         additional requirements as shall be described in Section 414(q) of the
         Code and its applicable regulations, which shall override any aspects
         of this Section inconsistent therewith.


1.27     "Hour of Service"  means,  with respect to any  applicable  computation
         period,

                  (a)      each hour for which the employee is paid or entitled
                           to payment for the performance of duties for the
                           Employer or an Affiliated Employer;




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                                                                               7


                  (b)      each hour for which the employee is paid or entitled
                           to payment by the Employer or an Affiliated Employer
                           on account of a period during which no duties are
                           performed, whether or not the employment relationship
                           has terminated, due to vacation, holiday, illness,
                           incapacity (including disability), layoff, jury duty,
                           military duty or leave of absence, but not more than
                           501 hours for any single continuous period; and

                  (c)      each hour for which back pay, irrespective of
                           mitigation of damages, is either awarded or agreed to
                           by the Employer or an Affiliated Employer, excluding
                           any hour credited under (a) or (b), which shall be
                           credited to the computation period or periods to
                           which the award, agreement or payment pertains rather
                           than to the computation period in which the award,
                           agreement or payment is made.

         No hours shall be credited on account of any period during which the
         employee performs no duties and receives payment solely for the purpose
         of complying with unemployment compensation, workers' compensation or
         disability insurance laws.

         Hours of Service credited shall be determined as required by Title 29
         of the Code of Federal Regulations, Sections 2530.200b-2(b) and (c).

1.28     "Insurer" means a legal reserve life insurance company licensed to do
         business and authorized to issue Group Annuity contracts in the states
         in which the Employer is doing business selected by the Board of
         Directors and which issues a Group Annuity Contract in accordance with
         the terms of the Plan.

1.29     "Leased Employee" means, for a Plan Year commencing on or after January
         1, 1997, 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
         Member of the Plan.

1.30     "Matching Contributions" means amounts contributed pursuant to Section
         3.03 prior to September 1, 1994, at which time Matching Contributions
         ceased. The term Matching Contributions shall also refer to amounts
         transferred to the Plan in a transaction described in Section 12.02
         that had been accounted for as matching contributions under the terms
         of the transferor plan.

1.31     "Member"  means any person  included in the  membership  of the Plan as
         provided in Article 2.








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                                                                               8


1.32     "Member Account" means the account credited with the After-Tax
         Contributions and earnings on those contributions and with Rollover
         Contributions made by a Member or an Employee and earnings on those
         contributions.

1.33     "Nonhighly Compensated Employee" means for any Plan Year an employee of
         the Employer or an Affiliated Employer who is not a Highly Compensated
         Employee for that Plan Year.

1.34     "Plan" means the Curtiss-Wright Corporation Savings and Investment Plan
         as set forth in this document or as amended from time to time. The Plan
         is a continuation of the Curtiss-Wright Corporation Employee Savings
         Plan and the Curtiss-Wright Corporation Deferred Compensation Plan,
         which plans were merged effective September 1, 1994.

1.35     "Plan Year" means the 12-month period beginning on any January 1.

1.36     "Rollover  Contributions" means amounts contributed pursuant to Section
         3.04.

1.37     "Severance Date" means, solely for purposes of determining an
         employee's Vesting Service under Section 1.44, the earlier of:

                  (a)      the date an employee quits, retires, is discharged or
                           dies, or

                  (b)      the first anniversary of the date on which an
                           employee is first absent from service, with or
                           without pay, for any reason such as vacation,
                           sickness, disability, layoff or leave of absence.

1.38     "Spousal Consent" means the written consent of a Member's spouse to the
         Member's election of a specified form of benefit or designation of a
         specified Beneficiary. The spouse's consent shall be witnessed by a
         Plan representative or notary public and shall acknowledge the effect
         on the spouse of the Member's election. The requirement for spousal
         consent may be waived by the Committee if it believes there is no
         spouse, or the spouse cannot be located, or because of such other
         circumstances as may be established by applicable law.

1.39     "Statutory Compensation" means, effective for Plan Years commencing on
         or after January 1, 1997, wages, salaries, and other amounts paid in
         respect of an employee for services actually rendered to an Employer or
         an Affiliated Employer, 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. For purposes of determining Highly Compensated Employees under
         Section 1.26 and key employees under Section 13.05(a)(iii), Statutory
         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(e)(3), 402(h),
         or 403(b) of the Code. For all other purposes, Statutory Compensation
         shall also include the amounts referred to in the preceding sentence,
         unless the Committee directs otherwise for a particular Plan Year.
         Statutory Compensation for a Plan Year shall not exceed the Annual
         Dollar Limit, provided that such Limit shall not be applied in
         determining Highly Compensated Employees under Section 1.26.







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                                                                               9

1.39     "Subsidiary" means any corporation controlled by Curtiss-Wright
         Corporation or by another subsidiary of Curtiss-Wright Corporation.

1.40     "Trust" or "Trust Fund" means the fund established by the Board of
         Directors as part of the Plan into which contributions are to be made
         and from which benefits are to be paid in accordance with the terms of
         the Plan.

1.41     "Trustee"  means the trustee or trustees  holding the funds of the Plan
         as provided in Article 11.

1.42     "Valuation  Date" means the last business day of each calendar month or
         such more frequent dates as the Committee shall establish.

1.43     "Vested Portion" means the portion of the Accounts in which the Member
         has a nonforfeitable interest as provided in Article 6 or, if
         applicable, Section 13.05.

1.44     "Vesting Service" means, with respect to any employee, his period of
         employment with the Employer or any Affiliated Employer, whether or not
         as an Employee, beginning on the date he first completes an Hour of
         Service and ending on his Severance Date, provided that:

                  (a)      if his employment terminates and he is reemployed
                           within one year of the earlier of (i) his date of
                           termination or (ii) the first day of an absence from
                           service immediately preceding his date of
                           termination, the period between his Severance Date
                           and his date of reemployment shall be included in his
                           Vesting Service;

                  (b)      if he is absent from the service of the Employer or
                           any Affiliated Employer because of service in the
                           Armed Forces of the United States and he returns to
                           service with the Employer or an Affiliated Employer
                           having applied to return while his reemployment
                           rights were protected by law, the absence shall be
                           included in his Vesting Service;

                  (c)      if he is on a leave of absence approved by the
                           Employer, under rules uniformly applicable to all
                           Employees similarly situated, the Employer may
                           authorize the inclusion in his Vesting Service of any
                           portion of that period of leave which is not included
                           in his Vesting Service under (a) or (b) above; and

                  (d)      if his employment terminates and he is reemployed,
                           his Vesting Service after reemployment shall be
                           aggregated with his previous period or periods of
                           Vesting Service.

1.45     "Year of Eligibility Service" means, with respect to any employee, the
         12-month period of employment with the Employer or any Affiliated
         Employer, whether or not as an Employee, beginning on the date he first
         completes an Hour of Service upon hire or rehire, or any Plan Year
         beginning after that date, in which he first completes at least 1,000
         Hours of Service.






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                                                                              10




ARTICLE 2:  ELIGIBILITY AND MEMBERSHIP


2.01     Eligibility

         (a)      Except as otherwise provided in this Section, each Employee
                  shall be eligible to become a Member on any Enrollment Date
                  coinciding with or following the date he completes one Year of
                  Eligibility Service.

         (b)      Employees who were formerly employed by entities that were
                  acquired by the Employer shall be subject to the special
                  eligibility rules set forth in Appendix A.

         (c)      Effective June 1, 2000, and notwithstanding the provisions of
                  Section 2.01(a), an Employee who is employed by the Enertech
                  Engineering Services unit of Curtiss-Wright Flow Control
                  Corporation shall be eligible to become a Member on any
                  Enrollment Date following the date on which he first performs
                  an Hour of Service.


2.02     Membership

An eligible Employee shall become a Member on the first Enrollment Date which is
at least 30 days after the date he files with the Employer a form or forms
prescribed by the Committee on which he meets all of the following requirements:

         (a)      designates the percentage of Compensation he wishes to
                  contribute under the Plan under Section 3.02 or makes the
                  election described in Section 3.01, or both;

         (b)      authorizes the Employer to make regular payroll deductions or
                  to reduce his Compensation, or both;

         (c)      names a Beneficiary; and

         (d)      commencing on and after March 1, 1995, makes an investment
                  election.


2.03     Reemployment of Former Employees and Former Members

Any person reemployed by the Employer as an Employee, who was previously a
Member or who was previously eligible to become a Member, shall become a Member
upon the filing of a form in accordance with Section 2.02. Any person reemployed
by the Employer as an Employee, who was not previously eligible to become a
Member, shall become a Member upon completing the eligibility requirements
described in Section 2.01 and filing the appropriate form or forms in
accordance with Section 2.02.






<Page>


                                                                              11


2.04     Termination of Membership

A Member's membership shall terminate on the date he is no longer employed by
the Employer or any Affiliated Employer unless the Member is entitled to
benefits under the Plan, in which event his membership shall terminate when
those benefits are distributed to him.


2.05     Year-end Membership List

On or before September 30th of each Plan Year, at the Committee's request, the
Employer shall transmit to the Committee a list of the Members as of December
31st of the previous year which list shall be in such form and shall contain
such information as the Committee may request.

ARTICLE 3:  CONTRIBUTIONS


3.01     Deferred Cash Contributions

         (a)      A Member may elect on his application filed under Section 2.02
                  to reduce his Compensation payable while a Member by at least
                  0.5% and not more than the contribution permitted by law, in
                  multiples of 0.5%, and have that amount contributed to the
                  Plan by the Employer as Deferred Cash Contributions. Deferred
                  Cash Contributions shall be further limited as provided below
                  and in Sections 3.07, 3.10 and 3.11. Any Deferred Cash
                  Contributions shall be paid to the Trustee or deposited with
                  the Insurer pursuant to the Group Annuity Contract, as the
                  case may be, as soon as practicable.

         (b)      In no event shall the Member's Deferred Cash Contributions and
                  similar contributions made on his behalf by the Employer or an
                  Affiliated Employer to all plans, contracts or arrangements
                  subject to the provisions of Section 401(a)(30) of the Code in
                  any calendar year exceed:

                  (i)      for calendar years commencing prior to
                           January 1, 2002, $7,000 multiplied by the
                           Adjustment Factor; or

                  (ii)     for calendar years commencing on or after January 1,
                           2002, the amount in effect for such calendar year
                           under Section 402(g)(1) of the Code, as adjusted, if
                           applicable, in accordance with Section 402(g)(4) of
                           the Code.

                  If a Member's Deferred Cash Contributions in a calendar year
                  reach the dollar limitation applicable for that year, his
                  election of Deferred Cash Contributions for the remainder of
                  the calendar year will be canceled. Each Member affected by
                  this paragraph (b) may elect to change or suspend the rate at
                  which he makes After-Tax Contributions. As of the first pay
                  period of the calendar year following such cancellation, the
                  Member's election of Deferred Cash Contributions shall again
                  become effective in accordance with his previous election,
                  unless the Member elects otherwise in accordance with Section
                  3.06.

         (c)      In the event that the sum of the Deferred Cash Contributions
                  and similar contributions to any other qualified defined
                  contribution plan maintained by the Employer or an Affiliated
                  Employer exceeds the dollar limitation in Section 3.01(b) for
                  any calendar year, the Member shall be deemed to have elected
                  a return of Deferred Cash Contributions in excess of such
                  limit ("excess deferrals") from this Plan. The excess
                  deferrals, together with Earnings, shall be returned to the
                  Member no later than the April 15 following the end of the
                  calendar year in which the excess deferrals were made. The
                  amount of excess deferrals to be returned for any calendar
                  year shall be reduced by any Deferred Cash







<Page>




                                                                              12


                  Contributions previously returned to the Member under Section
                  3.07 for that calendar year.

         (d)      If a Member makes tax-deferred contributions under another
                  qualified defined contribution plan maintained by an employer
                  other than the Employer or an Affiliated Employer for any
                  calendar year and those contributions when added to his
                  Deferred Cash Contributions exceed the dollar limitation under
                  Section 3.01(b) for that calendar year, the Member may
                  allocate all or a portion of such excess deferrals to this
                  Plan. In that event, such excess deferrals, together with
                  Earnings, shall be returned to the Member no later than the
                  April 15 following the end of the calendar year in which such
                  excess deferrals were made. However, the Plan shall not be
                  required to return excess deferrals unless the Member notifies
                  the Committee, in writing, by March 1 of that following
                  calendar year of the amount of the excess deferrals allocated
                  to this Plan. The amount of any such excess deferrals to be
                  returned for any calendar year shall be reduced by any
                  Deferred Cash Contributions previously returned to the Member
                  under Section 3.07 for that calendar year.


3.02     After-Tax Contributions

Any Member may make After-Tax Contributions under this Section whether or not he
has elected to have Deferred Cash Contributions made on his behalf pursuant to
Section 3.01. The amount of After-Tax Contributions shall be at least 0.5% of
his Compensation, while a Member, in multiples of 0.5%, to the maximum
contribution permitted by law.

The After-Tax Contributions of a Member shall be made through payroll deductions
and shall be paid to the Trustee or deposited with the Insurer pursuant to the
Group Annuity Contract, as the case may be, as soon as practicable.


3.03     Employer Matching Contributions prior to September 1, 1994

         (a)      The Employer contributed, until August 31, 1994, on behalf of
                  each of its Members who elected to make After-Tax
                  Contributions, Matching Contributions in an amount equal to
                  50% of the first 6% of the After-Tax Contributions made by the
                  Member to the Plan during each payroll period.

         (b)      From and after September 1, 1994, no Matching Contributions
                  shall be made to the Plan.


3.04     Employee or Member Rollover Contributions

Without regard to any limitations on contributions set forth in this Article 3,
the Plan may receive from a Member, or an Employee who has not yet met the
eligibility requirements for membership, in cash, any amount previously received
(or deemed to be received) by him from a qualified plan. The Plan  may receive







<Page>




                                                                              13

such amount either directly from the Member or Employee or from a qualified
plan in the form of a direct rollover.

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

Unless received by the Plan in the form of a direct rollover, the Rollover
Contribution must be paid to the Trustee or deposited with the Insurer, as the
case may be, on or before the 60th day after the day it was received by the
Member or Employee.

Rollover Contributions shall be allocated to the Member's or Employee's Deferred
Account.


3.05     Change in Contributions

The percentages of Compensation designated by a Member under Sections 3.01 and
3.02 shall automatically apply to increases and decreases in his Compensation. A
Member may change his election under Sections 3.01 and 3.02 at the beginning of
any calendar quarter by giving at least 30 days' prior written notice to the
Committee. The changed percentage shall become effective as soon as
administratively practicable following the expiration of the notice period.


3.06     Suspension of Contributions

         (a)      A Member may suspend his contributions under Section 3.02
                  and/or revoke his election under Section 3.01 at any time by
                  giving at least 30 days' prior written notice to the
                  Committee. The suspension or revocation shall become effective
                  as soon as administratively practicable following the
                  expiration of the notice period.

         (b)      A Member who has suspended his contributions under Section
                  3.02 may elect to have them resumed in accordance with Section
                  3.02 as of the first day of the first payroll period of the
                  calendar quarter next following 30 days' written notice of
                  that intent. A Member who has revoked his election under
                  Section 3.01 may apply to the Committee to resume having his
                  Compensation reduced in accordance with Section 3.01 as of the
                  first day of the first payroll period of the calendar quarter
                  next following 30 days' written notice of that intent.


3.07     Actual Deferral Percentage Test

With respect to each Plan Year commencing on or after January 1, 1997, the
Actual Deferral Percentage for that Plan Year for Highly Compensated Employees
who are Members or eligible to become Members for that Plan Year shall not
exceed the Actual Deferral Percentage for the preceding Plan Year for all
Nonhighly Compensated Employees for the preceding Plan Year who were Members or
eligible to become Members during the preceding Plan Year multiplied by 1.25. If
the Actual Deferral Percentage for such Highly Compensated Employees does not






<Page>




                                                                              14

meet the foregoing test, the Actual Deferral Percentage for such Highly
Compensated Employees for that Plan Year may not exceed the Actual Deferral
Percentage for the preceding Plan Year for all Nonhighly Compensated Employees
for the preceding Plan Year who were Members or eligible to become Members
during the preceding Plan Year by more than two percentage points (2%), and such
Actual Deferral Percentage for such Highly Compensated Employees for the Plan
Year may not be more than 2.0 times the Actual Deferral Percentage for the
preceding Plan Year for all Nonhighly Compensated Employees for the preceding
Plan Year who were Members or eligible to become Members during the preceding
Plan Year (or such lesser amount as the Committee shall determine to satisfy the
provisions of Section 3.10).

Notwithstanding the foregoing, the Employer may elect to use the Actual Deferral
Percentage for Nonhighly Compensated Employees for the Plan Year being tested
rather than the preceding Plan Year provided that such election must be
evidenced by a Plan amendment and once made may not be changed except as
provided by the Secretary of the Treasury.

The Committee may implement rules limiting the Deferred Cash Contributions which
may be made on behalf of some or all Highly Compensated Employees so that this
limitation is satisfied. If the Committee determines that the limitation under
this Section has been exceeded in any Plan Year, the following provisions shall
apply:

         (a)      The actual deferral ratio of the Highly Compensated Employee
                  with the highest actual deferral ratio shall be reduced to the
                  extent necessary to meet the actual deferral percentage test
                  or to cause such ratio to equal the actual deferral ratio of
                  the Highly Compensated Employee with the next highest ratio.
                  This process will be repeated until the actual deferral
                  percentage test is passed. Each ratio shall be rounded to the
                  nearest one one-hundredth of one percent (0.01%) of the
                  Member's Statutory Compensation. The amount of Deferred Cash
                  Contributions made by each Highly Compensated Employee in
                  excess of the amount permitted under his revised deferral
                  ratio shall be added together. This total dollar amount of
                  excess contributions ("excess contributions") shall then be
                  allocated to some or all Highly Compensated Employees in
                  accordance with the provisions of paragraph (b) below.

         (b)      The Deferred Cash Contributions of the Highly Compensated
                  Employee with the highest dollar amount of Deferred Cash
                  Contributions shall be reduced by the lesser of (i) the amount
                  required to cause that Employee's Deferred Cash Contributions
                  to equal the dollar amount of the Deferred Cash Contributions
                  of the Highly Compensated Employee with the next highest
                  dollar amount of Deferred Cash Contributions or (ii) an amount
                  equal to the total excess contributions. This procedure is
                  repeated until all excess contributions are allocated. The
                  amount of excess contributions allocated to a Highly
                  Compensated Employee, together with Earnings thereon, shall be
                  distributed to him in accordance with the provisions of
                  paragraph (c).

         (c)      The excess contributions, together with Earnings thereon,
                  allocated to a Member shall be paid to the Member before the
                  close of the Plan Year following the Plan Year in which the
                  excess contributions were made, and to the extent practicable,
                  within 2 1/2 months of the close of the Plan Year in which the
                  excess contributions were made. However, any excess
                  contributions for any Plan Year shall be reduced by any








<Page>




                                                                              15

                  Deferred Cash Contributions previously returned to the
                  Member under Section 3.01 for that Plan Year.


3.08     Contribution Percentage Test

With respect to each Plan Year commencing on or after January 1, 1997, the
Contribution Percentage for that Plan Year for Highly Compensated Employees who
are Members or eligible to become Members for that Plan Year shall not exceed
the Contribution Percentage for the preceding Plan Year for all Nonhighly
Compensated Employees for the preceding Plan Year who were Members or eligible
to become Members during the preceding Plan Year multiplied by 1.25. If the
Contribution Percentage for such Plan Year for such Highly Compensated Employees
does not meet the foregoing test, the Contribution Percentage for such Highly
Compensated Employees for the Plan Year may not exceed the Contribution
Percentage for the preceding Plan Year for all Nonhighly Compensated Employees
for the preceding Plan Year who were Members or eligible to become Members
during the preceding Plan Year by more than two percentage points (2%), and the
Contribution Percentage for such Highly Compensated Employees for the Plan Year
may not be more than 2.0 times the Contribution Percentage for the preceding
Plan Year for all Nonhighly Compensated Employees for the preceding Plan Year
who were Members or eligible to become Members during the preceding Plan Year
(or such lesser amount as the Committee shall determine to satisfy the
provisions of Section 3.10).

Notwithstanding the foregoing, the Employer may elect to use the Actual
Contribution Percentage for Nonhighly Compensated Employees for the Plan Year
being tested rather than the preceding Plan Year provided that such election
must be evidenced by a Plan amendment and once made may not be changed except as
provided by the Secretary of the Treasury.

The Committee may implement rules limiting the After-Tax Contributions which may
be made by some or all Highly Compensated Employees so that this limitation is
satisfied. If the Committee determines that the limitation under this Section
3.09 has been exceeded in any Plan Year, the following provisions shall apply:

         (a)      The actual contribution ratio of the Highly Compensated
                  Employee with the highest actual contribution ratio shall be
                  reduced to the extent necessary to meet the test or to cause
                  such ratio to equal the actual contribution ratio of the
                  Highly Compensated Employee with the next highest actual
                  contribution ratio. This process will be repeated until the
                  actual contribution percentage test is passed. Each ratio
                  shall be rounded to the nearest one one-hundredth of one
                  percent (0.01%) of a Member's Statutory Compensation. The
                  amount of After-Tax Contributions made by or on behalf of each
                  Highly Compensated Employee in excess of the amount permitted
                  under his revised actual contribution ratio shall be added
                  together. This total dollar amount of excess contributions
                  ("excess aggregate contributions") shall then be allocated to
                  some or all Highly Compensated Employees in accordance with
                  the provisions of paragraph (b) below.








<Page>




                                                                              16

         (b)      The After-Tax Contributions of the Highly Compensated Employee
                  with the highest dollar amount of such contributions shall be
                  reduced by the lesser of (i) the amount required to cause that
                  Employee's After-Tax Contributions to equal the dollar amount
                  of such contributions of the Highly Compensated Employee with
                  the next highest dollar amount of such contributions, or (ii)
                  an amount equal to the total excess aggregate contributions.
                  This procedure is repeated until all excess aggregate
                  contributions are allocated. The amount of excess aggregate
                  contributions allocated to each Highly Compensated Employee,
                  together with Earnings thereon, shall be distributed or
                  forfeited in accordance with the provisions of paragraph (c)
                  below.

         (c)      Excess aggregate contributions allocated to a Highly
                  Compensated Employee under paragraph (b) above, together with
                  Earnings, shall be paid to the Member.


3.09     Aggregate Contribution Limitation

Effective for Plan Years commencing prior to January 1, 2002, and
notwithstanding the provisions of Sections 3.07 and 3.08, in no event shall the
sum of the Actual Deferral Percentage of the group of eligible Highly
Compensated Employees and the Contribution Percentage of such group, after
applying the provisions of Sections 3.07 and 3.08, exceed the "aggregate limit"
as provided in Section 401(m)(9) of the Code and the regulations issued
thereunder. In the event the aggregate limit is exceeded for any Plan Year
commencing prior to January 1, 2002, the Contribution Percentages of the Highly
Compensated Employees shall be reduced to the extent necessary to satisfy the
aggregate limit in accordance with the procedure set forth in Section 3.08.


3.10     Additional Discrimination Testing Provisions

         (a)      Effective for Plan Years commencing prior to January 1, 1997,
                  if any Highly Compensated Employee is either (i) a five
                  percent owner or (ii) one of the 10 highest paid Highly
                  Compensated Employees, then any Statutory Compensation paid to
                  or any contribution made by or on behalf of any member of his
                  "family" shall be deemed paid to or made by or on behalf of
                  such Highly Compensated Employee for purposes of Sections
                  3.07, 3.08 and 3.09, to the extent required under regulations
                  prescribed by the Secretary of the Treasury or his delegate
                  under Sections 401(k) and 401(m) of the Code. The
                  contributions required to be aggregated under the preceding
                  sentence shall be disregarded in determining the Actual
                  Deferral Percentage and Contribution Percentage for the group
                  of Nonhighly Compensated Employees for purposes of Sections
                  3.07, 3.08 and 3.09. Any return of excess contributions or
                  excess aggregate contributions required under Sections 3.07,
                  3.08 and 3.09 with respect to the family group shall be made
                  by allocating the excess contributions or excess aggregate
                  contributions among the family members in proportion to the
                  contributions made by or on behalf of each family member that
                  is combined. For purposes of this paragraph, the term "family"
                  means, with respect to any employee, such








<Page>



                                                                              17


                  employee's spouse, any lineal ascendants or descendants and
                  spouses of such lineal ascendants or descendants.

         (b)      If any Highly Compensated Employee is a member of another
                  qualified plan of the Employer or an Affiliated Employer,
                  other than an employee stock ownership plan described in
                  Section 4975(e)(7) of the Code or 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 under all
                  such plans in applying the limitations of Sections 3.07, 3.08
                  and 3.09. If any other such qualified plan has a plan year
                  other than the Plan Year defined in Section 1.34, the
                  contributions to be taken into account in applying the
                  limitations of Sections 3.07, 3.08 and 3.09 will be those made
                  in the plan years ending with or within the same calendar
                  year.

         (c)      In the event that this Plan is aggregated with one or more
                  other plans to satisfy the requirements of Sections 401(a)(4)
                  and 410(b) of the Code (other than for purposes of the average
                  benefit percentage test) or if one or more other plans is
                  aggregated with this Plan to satisfy the requirements of such
                  sections of the Code, then the provisions of Sections 3.07,
                  3.08 and 3.09 shall be applied by determining the Actual
                  Deferral Percentage and Contribution Percentage of employees
                  as if all such plans were a single plan. If this Plan is
                  permissively aggregated with any other plan or plans for
                  purposes of satisfying the provisions of Section 401(k)(3) of
                  the Code, the aggregated plans must also satisfy the
                  provisions of Sections 401(a)(4) and 410(b) of the Code as
                  though they were a single plan. For Plan Years beginning after
                  December 31, 1989, plans may be aggregated under this
                  paragraph (c) only if they have the same plan year.

         (d)      The Employer may elect to use Deferred Cash Contributions to
                  satisfy the tests described in Sections 3.08 and 3.09,
                  provided that the test described in Section 3.07 is met prior
                  to such election, and continues to be met following the
                  Employer's election to shift the application of those Deferred
                  Cash Contributions from Section 3.07 to Section 3.08.

         (e)      The Employer may authorize that special "qualified nonelective
                  contributions" shall be made for a Plan Year, which shall be
                  allocated in such amounts and to such Members, who are
                  Nonhighly Compensated Employees, as the Committee shall
                  determine. The Committee shall establish such separate
                  accounts as may be necessary. Qualified nonelective
                  contributions shall be 100% nonforfeitable when made.
                  Qualified nonelective contributions made before January 1,
                  1989 and earnings credited thereon as of that date may be
                  withdrawn by a Member while in service only under the
                  provisions of Section 7.02 or 7.03. Any qualified nonelective
                  contributions made on or after January 1, 1989 and any
                  earnings credited on any qualified nonelective contributions
                  after such date shall only be available for withdrawal under
                  the provisions of Section 7.02. Qualified







<Page>




                                                                              18

                  nonelective contributions made for the Plan Year may be used
                  to satisfy the tests described in Sections 3.07, 3.08 and
                  3.09, where necessary.


3.11     Maximum Annual Additions

         (a)      The annual addition to a Member's Accounts for any Plan Year,
                  which shall be considered the "limitation year" for purposes
                  of Section 415 of the Code, when added to the Member's annual
                  addition for that Plan Year under any other qualified defined
                  contribution plan of the Employer or an Affiliated Employer,
                  shall not exceed the applicable maximum amount for such Plan
                  Year.

                  (i)      For Plan Years commencing prior to January 1, 2002,
                           the applicable maximum amount which is the lesser of:

                           (A)      25% of his aggregate remuneration for that
                                    Plan Year, or

                           (B)      the greater of $30,000 or one-quarter of the
                                    dollar limitation in effect under Section
                                    415(b)(1)(A) of the Code.

                  (ii)     For Plan Years commencing on or after January 1,
                           2002, the applicable maximum amount is the lesser of:

                           (A)      100% of his aggregate remuneration for the
                                    Plan Year, or

                           (B)      $40,000, as adjusted in accordance with
                                    Section 415(d) of the Code.

         (b)      For purposes of this Section, the "annual addition" to a
                  Member's Accounts under this Plan or any other qualified
                  defined contribution plan maintained by the Employer or an
                  Affiliated Employer shall be the sum of:

                  (i)      the total contributions, including Deferred Cash
                           Contributions, made on the Member's behalf by the
                           Employer and all Affiliated Employers,

                  (ii)     all Member contributions, exclusive of any Rollover
                           Contributions, and

                  (iii)    forfeitures, if applicable, that have been allocated
                           to the Member's Accounts under this Plan or his
                           accounts under any other such qualified defined
                           contribution plan.

                  For purposes of this paragraph (b), any Deferred Cash
                  Contributions distributed under Section 3.07 and any After-Tax
                  Contributions distributed under the provisions of Section
                  3.01, 3.07, 3.08 or 3.09 shall be included in the annual
                  addition for the year allocated.

         (c)      For purposes of this Section, the term "remuneration" with
                  respect to any Member shall mean the wages, salaries, and
                  other amounts paid in respect of







<Page>




                                                                              19

                  such Member by the Employer or an Affiliated Employer for
                  personal services actually rendered, and 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 Section 125, 132(f), 402(g), or 457 of the Code
                  but shall exclude deferred compensation, stock options, and
                  other distributions which receive special tax benefits under
                  the Code. Notwithstanding the foregoing, for limitation years
                  commencing prior to January 1, 1998, remuneration shall
                  exclude amounts contributed by the Employer or an Affiliated
                  Employer pursuant to a salary reduction agreement which are
                  not includible in the gross income of the employee under
                  Section 125, 402(g)(3), or 457 of the Code.

         (d)      If the annual addition to a Member's Accounts for any Plan
                  Year, prior to the application of the limitation set forth in
                  paragraph (a) above, exceeds that limitation due to a
                  reasonable error in estimating a Member's annual compensation
                  or in determining the amount of Deferred Cash Contributions
                  that may be made with respect to a Member under Section 415 of
                  the Code, or as the result of the allocation of forfeitures,
                  the amount of contributions credited to the Member's Accounts
                  in that Plan Year shall be adjusted to the extent necessary to
                  satisfy that limitation in accordance with the following order
                  of priority:

                  (i)      The Member's After-Tax Contributions under Section
                           3.02 shall be reduced to the extent necessary. The
                           amount of the reduction shall be returned to the
                           Member, together with any Earnings on the
                           contributions to be returned.

                  (ii)     The Member's Deferred Cash Contributions under
                           Section 3.01 shall be reduced to the extent
                           necessary. The amount of the reduction shall be
                           returned to the Member, together with any Earnings on
                           the contributions to be returned.

                  Any Deferred Cash Contributions returned to a Member under
                  this paragraph (d) shall be disregarded in applying the dollar
                  limitation on Deferred Cash Contributions under Section
                  3.01(b), and in performing the Actual Deferral Percentage Test
                  under Section 3.07. Any After- Tax Contributions returned
                  under this paragraph (d) shall be disregarded in performing
                  the Contribution Percentage Test under Section 3.08.

         (e)      Effective for Plan Years commencing prior to January 1, 2000,
                  if the Employer's contributions to the Plan result in an
                  increase in the combined defined benefit and defined
                  contribution fractions in excess of the 1.0 permitted under
                  Section 415 of the Code for any Member of the Plan who is also
                  covered by the Curtiss-Wright Corporation Retirement Plan,
                  then the accrued benefit under the Curtiss-Wright Corporation
                  Retirement Plan shall be reduced to the extent necessary to
                  prevent the sum of his defined benefit fraction and his
                  defined contribution fraction, computed as of the close of the
                  Plan Year, from exceeding 1.0.






<Page>




                                                                              20

3.12     Return of Contributions

         (a)      If all or part of the Employer's deductions for contributions
                  to the Plan are disallowed by the Internal Revenue Service,
                  the portion of the contributions to which that disallowance
                  applies shall be returned to the Employer without interest but
                  reduced by any investment loss attributable to those
                  contributions, provided that the contribution is returned
                  within one year after the disallowance of deduction. For this
                  purpose, all contributions made by the Employer are expressly
                  declared to be conditioned upon their deductibility under
                  Section 404 of the Code.

         (b)      The Employer may recover without interest the amount of its
                  contributions to the Plan made on account of a mistake of
                  fact, reduced by any investment loss attributable to those
                  contributions, if recovery is made within one year after the
                  date of those contributions.

         (c)      In the event that Deferred Cash Contributions made under
                  Section 3.01 are returned to the Employer in accordance with
                  the provisions of this Section, the elections to reduce
                  Compensation which were made by Members on whose behalf those
                  contributions were made shall be void retroactively to the
                  beginning of the period for which those contributions were
                  made. The Deferred Cash Contributions so returned shall be
                  distributed in cash to those Members for whom those
                  contributions were made, provided, however, that if the
                  contributions are returned under the provisions of paragraph
                  (a) above, the amount of Deferred Cash Contributions to be
                  distributed to Members shall be adjusted to reflect any
                  investment gains or losses attributable to those
                  contributions.


3.13     Contributions during Period of Military Leave

(a)      Notwithstanding any provision of this Plan to the contrary,
         contributions, benefits, and service credit with respect to qualified
         uniformed service duty will be provided in accordance with Section
         414(u) of the Code. Without regard to any limitations on contributions
         set forth in this Article 3, a Member who is reemployed on or after
         October 14, 1994 and is credited with Vesting Service under the
         provisions of Section 1.44(b) because of a period of service in the
         uniformed services of the United States may elect to contribute to the
         Plan the Deferred Cash Contributions 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").
         The amount of make-up contributions shall be determined on the basis of
         the Member's Compensation in effect immediately prior to the period of
         absence and the terms of the Plan at such time. Any Deferred Cash
         Contributions and/or After-Tax Contributions so determined shall be
         limited as provided in Sections 3.01(b), 3.02, 3.07, 3.08, and 3.09
         with respect to the Plan Year or Years to which such contributions
         relate rather than the Plan Year in which payment is made. Any payment
         to the Plan described in this paragraph shall be made during the
         applicable repayment period. The repayment period shall equal three
         times the period of absence, but not longer than five years, and shall
         begin on the latest of: (i) the Member's date of







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                                                                              21

         reemployment, (ii) October 13, 1996, or (iii) the date the Employer
         notifies the Employee of his rights under this Section. Earnings (or
         losses) on make-up contributions shall be credited commencing with the
         date the make-up contribution is made in accordance with the provisions
         of Article 4.


  (b)    All contributions under this Section are considered "annual additions,"
         as defined in Section 415(c)(2) of the Code, and shall be limited in
         accordance with the provisions of Section 3.12 with respect to the Plan
         Year or Years to which such contributions relate rather than the Plan
         Year in which payment is made.

 ARTICLE 4:  INVESTMENT OF CONTRIBUTIONS

4.01     Investment Funds

         (a)      Prior to March 1, 1995, the following provisions shall apply:

                  (i)      The Trust Fund shall be invested by the Trustee,
                           provided, however, that the Trustee shall not invest
                           in, acquire or hold for the Trust Fund any securities
                           or property of Curtiss- Wright Corporation or its
                           Subsidiaries.

                  (ii)     In the event contributions hereunder are made with
                           the Insurer pursuant to the Group Annuity Contract,
                           such contributions shall be invested by the Insurer
                           pursuant to the terms of said Contract, provided,
                           however, that the Insurer shall not invest in,
                           acquire or hold directly under the Group Annuity
                           Contract any securities or property of Curtiss-Wright
                           Corporation or its Subsidiaries.

         (b)      On and after March 1, 1995, Members' Accounts shall be
                  invested in one or more Investment Funds, as authorized by the
                  Chairman of the Board of Directors or his designee.

         (c)      The Trustee may keep such amounts of cash as they, in their
                  sole discretion, shall deem necessary or advisable as part of
                  the Funds, all within the limitations specified in the trust
                  agreement.

         (d)      Dividends, interest, and other distributions received on the
                  assets held by the Trustee in respect to each of the above
                  Funds shall be reinvested in the respective Fund.


4.02     Investment of Members' Accounts

A Member shall elect to have his Accounts invested in accordance with one of the
following options:

         (a)      100% in one of the available Investment Funds;

         (b)      in more than one Investment Fund allocated in multiples of 1%.

If a Member fails to make an election with respect to the investment of his
Accounts, such Member shall be deemed to have elected the investment of his
Accounts in the Investment Fund that is intended to provide for stability







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                                                                              22

of principal, or in such other Investment Fund as the Committee may direct.


4.03     Responsibility for Investments

Each Member is solely responsible for the selection of his investment options.
The Trustee, the Committee, the Employer, and the officers, supervisors and
other employees of the Employer are not empowered to advise a Member as to the
manner in which his Accounts shall be invested. The fact that an Investment Fund
is available to Members for investment under the Plan shall not be construed as
a recommendation for investment in that Investment Fund.


4.04     Change of Election for Current and Future Contributions

A Member may change his investment election under Section 4.02 in multiples of
1% at any time, provided, however, that the Committee may, from time to time
establish a limit on the number of such changes that may be made in a calendar
year. The changed investment election shall become effective as soon as
administratively practicable, and shall be effective only with respect to
subsequent contributions.


4.05     Reallocation of Accounts Among the Funds

Subject to any administrative restrictions determined by the Committee, a Member
may reallocate his investment account in multiples of 1% at any time, provided,
however, that the Committee may, from time to time establish a limit on the
number of such changes that may be made in a calendar year. The reallocation
election shall become effective as soon as administratively practicable.


4.06     Limitations Imposed by Contract

Notwithstanding anything in this Article to the contrary, any contributions
invested in any investment contract shall be subject to any and all terms of
such contract, including any limitations placed on the exercise of any rights
otherwise granted to a Member under any other provisions of this Plan with
respect to such contributions.


4.07     ERISA Section 404(c) Compliance

This Plan is intended to constitute a plan described in Section 404(c) of ERISA.









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                                                                              23


ARTICLE 5:  VALUATION OF THE ACCOUNTS



5.01     Valuation of Member Accounts

         (a)      Effective March 1, 1995, the Trustee shall value the Funds at
                  least monthly. On each Valuation Date, the Accounts of a
                  Member in each Fund shall equal:

                  (i)      the Member's account balance in his Accounts as of
                           the immediately  preceding  Valuation Date; less

                  (ii)     any distributions from the Member's Accounts since
                           the immediately preceding Valuation Date; plus

                  (iii)    the amount of contributions, if any, made by or on
                           behalf of the Member to that Fund since the
                           immediately preceding Valuation Date; plus

                  (iv)     the net earnings or losses, after adjusting for
                           expenses, if any, since the immediately preceding
                           Valuation Date.

         (b)      Whenever an event requires a determination of the value of the
                  Member's Accounts, the value shall be computed as of the
                  Valuation Date coincident with or immediately following the
                  date of determination, subject to the provisions of Section
                  5.02.


5.02     Right to Change Procedures

The Committee reserves the right to change from time to time the procedures used
in valuing the Accounts or crediting (or debiting) the Accounts if it
determines, after due deliberation and upon the advice of counsel and/or the
current recordkeeper, that such an action is justified in that it results in a
more accurate reflection of the fair market value of assets. In the event of a
conflict between the provisions of this Article and such new administrative
procedures, those new administrative procedures shall prevail.


5.03     Statement of Accounts

At least once a year, each Member shall be furnished with a statement setting
forth the value of his Accounts and the Vested Portion of his Accounts.






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                                                                              24


ARTICLE 6:  VESTED PORTION OF ACCOUNTS



6.01     Member Account and Deferred Account

A Member shall at all times be 100% vested in, and have a nonforfeitable right
to, his Member Account and his Deferred Account.


6.02     Employer Account

         (a)   As of December 31 of each year prior to January 1, 1995 a Member
               shall become vested with respect to 25% of the value of the total
               Matching Contributions made in his behalf for that portion of the
               year. As of each succeeding December 31, prior to January 1, 1998
               such Member shall become vested with respect to an additional 25%
               of the value of such Matching Contributions until, on December 31
               of the third calendar year following the year for which the
               Matching Contributions were made, such Member shall become vested
               in 100% of the value of such Matching Contributions made on his
               behalf. For purposes of this paragraph, the "value of Matching
               Contributions" shall mean the amount of Matching Contributions
               adjusted for an allocable share of earnings, losses and expenses
               in accordance with section 5.01(a)(iv), as of each December 31.
               Notwithstanding the foregoing, a Member with five years or more
               Vesting Service shall be vested in 100% of his Employer Account.

         (b)   Notwithstanding the provisions of subsection (a), a Member shall
               be 100% vested in, and have a nonforfeitable right to, his
               Employer Account upon death, Disability, or the attainment of his
               65th birthday.

         (c)   Employees who were formerly employed by entities that were
               acquired by the Employer shall be subject to the special vesting
               rules set forth in Appendix A.


6.03     Disposition of Forfeitures

         (a)   Upon termination of employment of a Member who was not fully
               vested in his Employer Account, the non-vested portion of his
               Employer Account shall not be forfeited until the Member receives
               a distribution of the Vested Portion of his Accounts. If the
               former Member is not reemployed by the Employer or an Affiliated
               Employer before he receives such a distribution, the non-vested
               portion of his Employer Account shall be forfeited. Any amounts
               forfeited pursuant to this subsection shall be applied to reduce
               Employer contributions or to pay the expenses of the Plan not







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                                                                              25

               paid directly by the Employer. If the amount of the Vested
               Portion of a Member's Employer Account at the time of his
               termination of employment is zero, the Member shall be
               deemed to have received a distribution of such zero vested
               benefit.

         (b)   If an amount of a Member's Employer Account has been forfeited in
               accordance with subsection (a) above, that amount shall be
               subsequently restored to the Member's Employer Account provided
               that:

               (i)       he is reemployed by the Employer or an Affiliated
                         Employer and

               (ii)      he repays to the Plan during his period of reemployment
                         and within five years of his date of reemployment an
                         amount in cash equal to the full amount distributed to
                         him from the Plan on account of his termination of
                         employment. Repayment shall be made in one lump sum.

         (c)   In the event that any amounts to be restored by the Employer to a
               Member's Employer Account have been forfeited under paragraph (a)
               above, those amounts shall be taken first from any forfeitures
               which have not as yet been applied against Employer contributions
               or used to pay expenses of the Plan not paid directly by the
               Employer, and if any amounts remain to be restored, the Employer
               shall make a special Employer contribution equal to those
               amounts.

         (d)   A repayment shall be invested in the available Investment Funds
               as the Member elects at the time of repayment.

ARTICLE 7:  WITHDRAWALS WHILE STILL EMPLOYED

7.01     Withdrawal of After-Tax Contributions

A Member may, subject to Section 7.04, by giving no less than 30 days prior
written notice to the Committee, may elect to withdraw any part or all (but not
less than $100) of the Value of his Employee Contributions on the last day of
any calendar month; provided such Participant shall not be eligible to make any
contributions under the Plan again for at least one year from said date of
withdrawal.

Notwithstanding the foregoing, a Member may apply to the Committee at any time
for an emergency withdrawal of up to one hundred percent (100%) of the value of
his After-Tax Contributions at the time of withdrawal, for any or a combination
of the circumstances listed below. The Committee shall not approve a withdrawal
in an amount in excess of the amount it deems sufficient to cover his emergency
financial needs. The circumstances which may warrant Committee approval of a
Member's application for an emergency withdrawal are: (1) a disability which has
not resulted in termination of employment; (2) fees and charges for tuition,
books, room and board and similar expenses related to one or more courses taken
by the Member or by his spouse or dependent in an accredited college, university
or trade, professional, vocation or business school; (3) medical expenses (to
the extent not otherwise paid for under any Employer benefits provided for this
purpose) incurred by the Member or his dependents; or (4) any other major
financial emergencies which in the sole judgment of the Committee warrant a
hardship withdrawal. In the event of such an emergency withdrawal, the Member
may continue his participation in the Plan without interruption.


7.02     Withdrawal After Age 59 1/2

A Member who shall have attained age 59 1/2 as of the effective date of any
withdrawal pursuant to this Section may, subject to Section 7.04, elect to
withdraw one time per calendar year, in any order of priority he chooses, all or
part of his Deferred Account, and all or part of the Vested Portion of his
Employer Account attributable to Employer contributions and all or part of the
portion of the Member Account attributable to After-Tax Contributions made by
the Member under Section 3.02.



7.03     Hardship Withdrawal

         (a)      A Member who has withdrawn the total amount available for
                  withdrawal under the preceding Sections of this Article may,
                  subject to Section 7.04, elect to





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                                                                              26

                  withdraw not more than once in a Plan Year all or part of the
                  Deferred Cash Contributions made on his behalf to his Deferred
                  Account upon furnishing proof of Hardship satisfactory to the
                  Committee.

         (b)      A Member shall be considered to have incurred a "Hardship" if,
                  and only if, he meets the requirements of paragraphs (c) and
                  (d) below.

         (c)      As a condition for Hardship there must exist with respect to
                  the Member an immediate and heavy need to draw upon his
                  Deferred Account.

                  (i)      The Committee shall presume the existence of such
                           immediate and heavy need if the requested withdrawal
                           is on account of any of the following:

                           (A)      expenses for medical care described in
                                    Section 213(d) of the Code previously
                                    incurred by the Member, his spouse or any of
                                    his dependents (as defined in Section 152 of
                                    the Code) or necessary for those persons to
                                    obtain such medical care;

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

                           (C)      payment of tuition and related educational
                                    fees for the next 12 months of
                                    post-secondary education of the Member, his
                                    spouse or dependents;

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

                           (E)      the inability of the Member 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.

                  (ii)     The Committee may determine the existence of
                           immediate and heavy financial need in situations
                           other than those described in (i) above where the
                           Member demonstrates the withdrawal is necessary for
                           such reasons as the Committee shall determine. The
                           amount of withdrawal may not be in excess of the
                           amount of the immediate and heavy financial need of
                           the employee to pay any federal, state or local
                           income taxes and any amounts necessary to pay any
                           penalties reasonably anticipated to result from the
                           distribution. In evaluating the relevant facts and
                           circumstances, the Committee shall act in a
                           nondiscriminatory fashion and shall treat uniformly
                           those Members who are similarly situated. The Member
                           shall furnish to the Committee such supporting
                           documents as the Committee may request in accordance
                           with uniform and nondiscriminatory rules prescribed
                           by the Committee.








<Page>




                                                                              27

         (d)      As a condition for Hardship, the Member must demonstrate that
                  the requested withdrawal is necessary to satisfy the financial
                  need described in paragraph (b). To demonstrate such
                  necessity, the Member who requests a hardship withdrawal to
                  satisfy a financial need described in (c)(i) above must comply
                  with (i) as follows and the Member who requests a hardship
                  withdrawal to satisfy a financial need described in (c)(ii)
                  above must comply with (ii) as follows:

                  (i)      The Member must certify to the Committee, on such
                           form as the Committee may prescribe, that the
                           financial need cannot be fully relieved

                           (A)      through reimbursement or compensation by
                                    insurance or otherwise,

                           (B)      by reasonable liquidation of the Member's
                                    assets,

                           (C)      by cessation of Deferred Cash Contributions
                                    and After-Tax Contributions, or

                           (D)      by other distributions or nontaxable (at the
                                    time of the loan) loans from the Plan or
                                    other plans of the Employer or Affiliated
                                    Employers or by borrowing from commercial
                                    sources at a reasonable rate in an amount
                                    sufficient to satisfy the need. The actions
                                    listed are required to be taken to the
                                    extent necessary to relieve the hardship but
                                    any action which would have the effect of
                                    increasing the hardship need not be taken.

                           For purposes of this clause (i) there shall be
                           attributed to the Member those assets of the Member's
                           spouse and minor children which are reasonably
                           available to the Member. The Member shall furnish to
                           the Committee such supporting documents as the
                           Committee may request in accordance with uniform and
                           nondiscriminatory rules prescribed by the Committee.
                           If, on the basis of the Member's certification and
                           the supporting documents, the Committee finds it can
                           reasonably rely on the Member's certification, then
                           the Committee shall find that the requested
                           withdrawal is necessary to meet the Member's
                           financial need.

                  (ii)     The Member must request, on such form as the
                           Committee shall prescribe, that the Committee make
                           its determination of the necessity for the withdrawal
                           solely on the basis of his application. In that
                           event, the Committee shall make such determination,
                           provided all of the following requirements are met:

                           (A)      the Member has obtained all distributions,
                                    other than distributions available only on
                                    account of hardship, and all nontaxable
                                    loans currently available under all plans of
                                    the Employer and Affiliated Employers,

                           (B)      the Member is prohibited from making
                                    Deferred Cash Contributions and After-Tax
                                    Contributions to the Plan and all other







<Page>




                                                                              28

                                    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 12 months after
                                    receipt of the distribution, and

                           (C)      the limitation described in Section 3.01(b)
                                    under all plans of the Employer and
                                    Affiliated Employers for the calendar year
                                    following the year in which the withdrawal
                                    is made must be reduced by the Member's
                                    elective deferral made in the calendar year
                                    of the distribution for Hardship.

                           For purposes of clause (B), "all other plans of the
                           Employer and Affiliated Employers" shall include
                           stock option plans, stock purchase plans, qualified
                           and non-qualified deferred compensation plans and
                           such other plans as may be designated under
                           regulations issued under Section 401(k) of the Code,
                           but shall not include health and welfare benefit
                           plans or the mandatory employee contribution portion
                           of a defined benefit plan.


7.04     Procedures and Restrictions

If a loan and a hardship withdrawal are processed as of the Valuation Date, the
amount available for the hardship withdrawal will equal the Vested Portion of
the Member's Accounts on such Valuation Date reduced by the amount of the loan.
The amount of the withdrawal shall be allocated between and among the Investment
Funds in proportion to the value of the Member's Accounts from which the
withdrawal is made in each Investment Fund as of the date of the withdrawal.
Subject to the provisions of Section 9.08, all payments to Members under this
Article shall be made in cash as soon as practicable.


7.05     Determination of Vested Portion of Employer Account

If a Member is not fully vested in his Employer Account at the time he makes a
withdrawal from that Account under this Article 7, as of any subsequent
Valuation Date such Member's Vested Portion of his Employer Account shall be
determined in accordance with the following formula:

                           X = P x (AB+D) - D,

where X is the value of the Member's Vested Portion of such Account, P is the
nonforfeitable percentage at the relevant time, AB is the value of his Employer
Account at the relevant time, and D is the amount of the prior distribution from
such Account.


7.06     Separate Contracts.

For purposes of Section 72 of the Code, a Member's Member Account shall
constitute a separate contract, and the remaining amounts in the Plan with
respect to a Member shall constitute another separate contract.






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                                                                              29



ARTICLE 8:  LOANS TO MEMBERS



8.01     Amount Available

         (a)      On and after March 1, 1995, a Member who is an employee of the
                  Employer or an Affiliated Employer may borrow, on written
                  application to the Committee and on approval by the Committee
                  under such uniform rules as it shall adopt, an amount which
                  does not exceed the lesser of:

                  (i)      50% of the Vested Portion of his Accounts, or

                  (ii)     $50,000 reduced by the highest outstanding balance of
                           loans to the Member from the Plan during the one year
                           period ending on the day before the day the loan is
                           made.

         (b)      The interest rate to be charged on loans shall be determined
                  by the Committee each January 1 and shall be one percent (1%)
                  above the reference charged by Mellon Bank as of January 1.
                  The interest rate so determined for purposes of the Plan shall
                  be fixed for the duration of each loan.

         (c)      The amount of the loan is to be transferred from the
                  Investment Funds in which the Member's Accounts are invested
                  to a special "Loan Fund" for the Member under the Plan. The
                  Loan Fund consists solely of the amount transferred to the
                  Loan Fund and is invested solely in the loan made to the
                  Member. The amount transferred to the Loan Fund shall be
                  pledged as security for the loan. Payments of principal on the
                  loan will reduce the amount held in the Member's Loan Fund.
                  Those payments, together with the attendant interest payment,
                  will be reinvested in the Investment Funds in accordance with
                  the Member's then effective investment election.


8.02     Terms

         (a)      In addition to such rules and regulations as the Committee may
                  adopt, all loans shall comply with the following terms and
                  conditions:

                  (i)      An application for a loan by a Member shall be made
                           in writing to the Committee, whose action in
                           approving or disapproving the application shall be
                           final.

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







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                                                                              30


                  (iii)    The period of repayment for any loan shall be arrived
                           at by mutual agreement between the Committee and the
                           Member, but that period shall not exceed five years
                           unless the loan is to be used in conjunction with the
                           purchase of the principal residence of the Member, in
                           which case that period shall not exceed 15 years.
                           Notwithstanding the foregoing, in the event a Member
                           enters the uniformed services of the United States
                           and retains reemployment rights under the law, loan
                           repayments shall be suspended (and interest shall
                           cease to accrue) during the period of leave, and the
                           period of repayment shall be extended by the number
                           of months of the period of service in the uniformed
                           services; provided, however, if the Member incurs a
                           termination of employment and requests a distribution
                           pursuant to Article 9, the loan shall be canceled,
                           and the outstanding loan balance shall be distributed
                           pursuant to Article 9.

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

                  (v)      A loan may be prepaid, but only in full, as of the
                           end of any month without penalty.

                  (vi)     Only one loan may be outstanding at any given time.

         (b)      If a loan is not repaid in accordance with the terms contained
                  in the promissory note and a default occurs, the Plan may
                  execute upon its security interest in the Member's Accounts
                  under the Plan to satisfy the debt; however, the Plan shall
                  not levy against any portion of the Loan Fund attributable to
                  amounts held in the Member's Deferred Account or Employer
                  Account until such time as a distribution of the Deferred
                  Account or Employer Account could otherwise be made under the
                  Plan.

         (c)      Any additional rules or restrictions as may be necessary to
                  implement and administer the loan program shall be in writing
                  and communicated to employees. Such further documentation is
                  hereby incorporated into the Plan by reference, and the
                  Committee is hereby authorized to make such revisions to these
                  rules as it deems necessary or appropriate, on the advice of
                  counsel.

         (d)      To the extent required by law and under such rules as the
                  Committee shall adopt, loans shall also be made available on a
                  reasonably equivalent basis to any Beneficiary or former
                  Employee (i) who maintains an account balance under the Plan
                  and (ii) who is still a party-in-interest (within the meaning
                  of Section 3(14) of ERISA).






<Page>




                                                                              31


ARTICLE 9:  DISTRIBUTION OF ACCOUNTS UPON TERMINATION OF EMPLOYMENT



9.01     Eligibility

Upon a Member's termination of employment the Vested Portion of his Accounts, as
determined under Article 6, shall be distributed as provided in this Article.


9.02     Form of Distribution

Distribution of the Vested Portion of a Member's Accounts shall be made to the
Member (or to his Beneficiary, in the event of death) in a cash lump sum.


9.03     Date of Payment of Distribution

         (a)      Except as otherwise provided in this Article, distribution of
                  the Vested Portion of a Member's Accounts shall be made as
                  soon as administratively practicable following the later of
                  (i) the Member's termination of employment or (ii) the 65th
                  anniversary of the Member's date of birth (but not more than
                  60 days after the close of the Plan Year in which the later of
                  (i) or (ii) occurs).

         (b)      In lieu of a distribution as described in paragraph (a) above,
                  a Member may, in accordance with such procedures as the
                  Committee shall prescribe, elect to have the distribution of
                  the Vested Portion of his Accounts made as of any Valuation
                  Date coincident with or following his termination of
                  employment which is before or after the date described in
                  paragraph (a) above, subject to the provisions of Sections
                  9.04 and 9.07.

         (c)      Notwithstanding the provisions of subsections (a) and (b), if
                  the value of the Vested Portion of the Member's Accounts is
                  less than the applicable cashout amount, a lump sum payment
                  shall automatically be made as soon as administratively
                  practicable following the Member's termination of employment.
                  For purposes of this subsection, the applicable cashout amount
                  shall be $3,500 for Plan Years commencing prior to January 1,
                  2000 and $5,000 for Plan Years commencing on or after January
                  1, 2000.

         (d)      In the case of the death of a Member before the distribution
                  of his Accounts, the Vested Portion of his Accounts shall be
                  distributed to his Beneficiary as soon as administratively
                  practicable following the Member's date of death.






<Page>




                                                                              32



9.04     Age 70 1/2  Required Distribution

         (a)      Notwithstanding any provision of the Plan to the contrary, if
                  a Member is a five percent owner (as defined in Section 416(i)
                  of the Code), distribution of the Member's Accounts shall
                  begin no later than the April 1 following the calendar year in
                  which he attains age 70 1/2. No minimum distribution payments
                  under the provisions of Section 401(a)(9) of the Code will be
                  made to a Member during his employment with the Employer or an
                  Affiliated Employer on or after January 1, 1998, if the Member
                  is not a 5 percent owner as defined above. Such Member may,
                  however, elect to receive in-service withdrawals in accordance
                  with the provisions of Article 7 while he remains in service.

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

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

                  (ii)     A Member may receive annual payments of the minimum
                           amount necessary to satisfy the minimum distribution
                           requirements of Section 401(a)(9) of the Code. Such
                           minimum amount will be determined on the basis of
                           either a single or a joint life expectancy of the
                           Member and his Beneficiary at the Member's election.
                           Such life expectancy will be recalculated once each
                           year; however, the life expectancy of the Beneficiary
                           will not be recalculated if the Beneficiary is not
                           the Member's spouse.

                  In the event a Member fails to make an election under this
                  Section 9.04, payment shall be made in accordance with clause
                  (i) above.

                  The amount of the withdrawal shall be allocated among the
                  Investment Funds in proportion to the value of the Member's
                  Accounts as of the date of each withdrawal. An election under
                  this Section 9.04 shall be made by a Member by giving written
                  notice to the Committee within the 90-day period prior to his
                  required beginning date. The commencement of payments under
                  this Section 9.04 shall not constitute an Annuity Starting
                  Date for purposes of Sections 72, 401(a)(11) and 417 of the
                  Code.





<Page>




                                                                              33

                  Upon the Member's subsequent termination of employment,
                  payment of the Member's Accounts shall be made in accordance
                  with the provisions of Section 9.02.


9.05     Status of Accounts Pending Distribution

Until distributed under Section 9.03 or 9.04 the Accounts of a Member who is
entitled to a distribution shall continue to be invested as part of the funds of
the Plan and the Member shall retain investment transfer rights as described in
Section 4.05 during the deferral period.


9.06     Proof of Death and Right of Beneficiary or Other Person

The Committee may require and rely upon such proof of death and such evidence of
the right of any Beneficiary or other person to receive the value of the
Accounts of a deceased Member as the Committee may deem proper and its
determination of the right of that Beneficiary or other person to receive
payment shall be conclusive.


9.07     Distribution Limitation

Notwithstanding any other provision of this Article 9, all distributions from
this Plan shall conform to the regulations issued under Section 401(a)(9) of the
Code, including the incidental death benefit provisions of Section 401(a)(9)(G)
of the Code, and such regulations shall override any Plan provision that is
inconsistent with Section 401(a)(9) of the Code. Further, with respect to
distributions under the Plan made for calendar years beginning on or after
January 1, 2001, the Plan will apply the minimum distribution requirements of
Section 401(a)(9) of the Code in accordance with the Treasury Regulations under
Section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any
provisions of the Plan to the contrary. This provision shall continue in effect
until the end of the last calendar year beginning before the effective date of
final regulations under Section 401(a)(9) of the Code or such other date as may
be specified in guidance published by the Internal Revenue Service.


9.08     Direct Rollover of Certain Distributions

This Section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this Section, a distributee may elect, at
the time and in the manner prescribed by the Committee, to have any portion of
an eligible rollover distribution paid directly by the Plan to an eligible
retirement plan specified by the distributee in a direct rollover. The following
definitions apply to the terms used in this Section:

         (a)      "Eligible Rollover Distribution" means any distribution of all
                  or a portion of the balance to the credit of the distributee,
                  except that an eligible rollover distribution does not include
                  (i) any distribution to the extent that the distribution is
                  required under Section 401(a)(9) of the Code, (ii) the portion
                  of any distribution that is not







<Page>




                                                                              34

                  includible in gross income, and (iii) any distribution made
                  pursuant to Section 7.03 on or after January 1, 1999.

         (b)      "Eligible retirement plan" means 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, or a
                  qualified trust described in Section 401(a) of the Code other
                  than a defined benefit plan, that accepts the distributee's
                  eligible rollover distribution. However, in the case of an
                  eligible rollover distribution to the surviving spouse, an
                  eligible retirement plan is an individual retirement account
                  or individual retirement annuity.

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

         (d)      "Direct rollover" means a payment by the Plan to the eligible
                  retirement plan specified by the distributee. In the event
                  that the provisions of this Section 9.08 or any part thereof
                  cease to be required by law as a result of subsequent
                  legislation or otherwise, this Section or any applicable part
                  thereof shall be ineffective without the necessity of further
                  amendment to the Plan.


9.09     Waiver of Notice Period

Effective for Plan Years commencing on or after January 1, 1997, if the value of
the vested portion of a Member's Accounts exceeds (i) $3,500 if the date of
determination is prior to January 1, 2000, or (ii) $5,000 if the date of
determination is on or after January 1, 2000, an election by the Member to
receive a distribution prior to age 65 shall not be valid unless the written
election is made (a) after the Member has received the notice required under
Section 1.411(a)-11(c) of the Income Tax Regulations and (b) within a reasonable
time before the effective date of the commencement of the distribution as
prescribed by said regulations.. Notwithstanding the foregoing sentence, such
distribution may commence less than 30 days after the notice required under
Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that:

         (a)      the Committee clearly informs the Member that he has a right
                  to a period of at least 30 days after receiving the notice to
                  consider the decision of whether or not to elect a
                  distribution (and, if applicable, a particular distribution
                  option), and

         (b)      the Member, after receiving the notice under Sections 411 and
                  417, affirmatively elects a distribution.








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                                                                              35


ARTICLE 10:  ADMINISTRATION OF PLAN



10.01    Appointment of Administration Committee

The general administration of the Plan and the responsibility for carrying out
the provisions of the Plan shall be placed in an Administration Committee of not
less than three persons appointed from time to time by the Chairman of the Board
of Directors or his designee to serve at the pleasure of such President or his
designee. Any person who is appointed a member of the Committee shall signify
his acceptance by filing written acceptance with the President or his designee.
Any member of the Committee may resign by delivering his written resignation to
the President or his designee. Vacancies shall be filled by the President or his
designee.


10.02    Duties of Committee

The members of the Committee shall elect a chairman from their number and a
secretary who may be but need not be one of the members of the Committee; may
appoint from their number such subcommittees with such powers as they shall
determine; may authorize one or more of their number or any agent to execute or
deliver any instrument or make any payment on their behalf; and may retain
counsel, employ agents and provide for such clerical, accounting, and consulting
services as they may require in carrying out the provisions of the Plan.

Notwithstanding the foregoing powers of the Committee with respect to the
administration of the Plan, the Chairman of the Board of Directors or his
designee shall have the sole power and responsibility to appoint the Trustee who
shall direct the investment of the Trust Fund, or select the Insurer who shall
issue the Group Annuity Contract hereunder, as the case may be. Such Trustee
shall manage all portions of the Trust Fund for investment and reinvestment in
its sole discretion upon such terms and for such compensation as the Board and
the Trustee may agree upon. Such insurer shall comply with all provisions of the
Group Annuity Contract for such compensation as the Board and Insurer may agree
upon. The agreed-upon compensation of the Trustee, the administrative expenses
of the Trustee, its counsel fees, if any, or the agreed-upon charges of the
Insurer under the Group Annuity Contract, as the case may be, shall be paid by
the Fund.


10.03    Individual Accounts

The Committee shall maintain, or cause to be maintained, records showing the
interests in the Trust Fund or Group Annuity Contract, as the case may be, of
all Members, former Members or Beneficiaries, and the individual balances in
each Member's Accounts. However, maintenance of those records and Accounts shall
not require any segregation of the funds of the Plan.








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                                                                              36


10.04    Meetings

The Committee shall hold meetings upon such notice, at such place or places, and
at such time or times as it may from time to time determine.


10.05    Action of Majority

Any act which the Plan authorizes or requires the Committee to do must be done
by a majority of its members. The action of that majority expressed from time to
time by a vote at a meeting or in writing without a meeting shall constitute the
action of the Committee and shall have the same effect for all purposes as if
assented to by all members of the Committee at the time in office.


10.06    Compensation and Bonding

No member of the Committee shall receive any compensation from the Plan for his
services as such. Except as may otherwise be required by law, no bond or other
security need be required of any member in that capacity in any jurisdiction.


10.07    Establishment of Rules

Subject to the limitations of the Plan, the Committee from time to time shall
establish rules for the administration of the Plan and the transaction of its
business. The Committee shall have discretionary authority to construe and
interpret the Plan (including, but not limited to, determination of an
individual's eligibility for Plan participation, the right and amount of any
benefit payable under the Plan and the date on which any individual ceases to be
a Member). The determination of the Committee as to the interpretation of the
Plan or any disputed question shall be conclusive and final to the extent
permitted by applicable law.


10.08    Prudent Conduct

The members of the Committee shall use that degree of care, skill, prudence and
diligence that a prudent man acting in a like capacity and familiar with such
matters would use in his conduct of a similar situation.


10.09    Service in More Than One Fiduciary Capacity

Any individual, entity or group of persons may serve in more than one fiduciary
capacity with respect to the Plan and/or the funds of the Plan.







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                                                                              37

10.10    Limitation of Liability

The Employer, the Board of Directors, the members of the Committee, and any
officer, employee or agent of the Employer shall not incur any liability
individually or on behalf of any other individuals or on behalf of the Employer
for any act or failure to act, made in good faith in relation to the Plan or the
funds of the Plan. However, this limitation shall not act to relieve any such
individual or the Employer from a responsibility or liability for any fiduciary
responsibility, obligation or duty under Part 4, Title I of ERISA.


10.11    Indemnification

The members of the Committee, the Board of Directors, and the officers,
employees and agents of the Employer shall be indemnified against any and all
liabilities arising by reason of any act, or failure act, in relation to the
Plan or the funds of the Plan, including, without limitation, expenses
reasonably incurred in the defense of any claim relating to the Plan or the
funds of the Plan, and amounts paid in any compromise or settlement relating to
the Plan or the funds of the Plan, except for actions or failures to act made in
bad faith. The foregoing indemnification shall be from the funds of the Plan to
the extent of those funds and to the extent permitted under applicable law;
otherwise from the assets of the Employer.


10.12    Appointment of Investment Manager

The Chairman of the Board of Directors or his designee may, in his discretion,
appoint one or more investment managers (within the meaning of Section 3(38) of
ERISA) to manage (including the power to acquire and dispose of) all or part of
the assets of the Plan, as the President or his designee shall designate. In
that event authority over and responsibility for the management of the assets so
designated shall be the sole responsibility of that investment manager.


10.13    Claims Review Procedure

         (a)      Claims for benefits under the Plan shall be filed on forms
                  supplied by the Committee with Curtiss-Wright Corporation's
                  Benefits Department. Written notice of the disposition of a
                  claim shall be furnished the claimant within 60 days after the
                  application therefor is filed. In the event the claim is
                  denied, the reasons for the denial shall be specifically set
                  forth, pertinent provisions of the Plan shall be cited and,
                  where appropriate, an explanation as to how the claimant can
                  appeal the claim will be provided.

         (b)      Any Employee, former Employee, or Beneficiary of either, who
                  has been denied a benefit, shall be entitled to request a
                  hearing before the Committee. Such request, together with a
                  written statement of the claimant's position, shall be filed
                  with the Committee no later than 90 days after receipt of the
                  written notification provided for in paragraph (a) above. The
                  committee shall schedule an opportunity for a full and fair
                  hearing of the issue within the next 60 days. The







<Page>

                                                                              38


                  decision following such hearing shall be made within 60 days
                  and shall be communicated in writing to the claimant. The
                  decision of the Committee shall be final and binding upon all
                  parties concerned.


10.14    Named Fiduciary

For purposes of ERISA, Curtiss-Wright Corporation shall be the named fiduciary
of the Plan and the Committee shall be the named administrator of the Plan

ARTICLE 11:  MANAGEMENT OF FUNDS

11.01    Trust Agreement or Group Annuity Contract

The property resulting from Employer contributions made on behalf of the Member
shall either be held as a Trust Fund by a Trustee or Trustee selected by the
Board, pursuant to a Trust Agreement entered into between the Trustee or Trustee
and the Employer, or be held by an Insurer, selected by the Board, under the
Group Annuity Contract entered into between the Insurer and Curtiss-Wright
Corporation. References in the Plan to Trustee or Insurer shall be deemed to be
applicable with equal force to co-Trustee or co-Insurers or successor Trustee or
successor Insurers who may be so selected. The Board in its discretion may
remove the Trustee or Trustee or successor Trustee or Trustee or Insurer or
Insurers or successor Insurer or Insurers from time to time.


11.02    Exclusive Benefit Rule

All assets of the Plan shall either comprise the Trust Fund and shall be held in
trust for use in accordance with the Plan and the Trustee Agreement or be held
under the Group Annuity Contract for use in accordance with the Plan and the
Group Annuity Contract, as the case may be. No person shall have any interest
in, or right to, any part of the earnings of the funds of the Plan, or any right
in, or to, any part of the assets held under the Plan, except as and to the
extent expressly provided in the Plan.


11.03    Investment, Management and Control

The Trustee or Insurer, as the case may be, shall invest, reinvest, manage,
control and make disbursements from the Trust Fund or funds deposited with the
Insurer pursuant to the Group Annuity Contract in accordance with the provisions
of this Plan and the Trust Agreement or the Group Annuity Contract, as the case
may be, referred to in Section 11.01.


11.04    Payment of Certain Expenses

Brokerage fees, commissions, stock transfer taxes and other charges and expenses
directly incurred in connection with the acquisition or disposition of property
for or of the Trust Fund, or distributions therefrom, shall be paid from the
Trust Fund. Taxes, if any, payable by the Trustee on the assets at any time held
in the Trust Fund or on the income thereof shall be paid from the Trust Fund.






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                                                                              39

ARTICLE 12:  AMENDMENT, MERGER AND TERMINATION



12.01    Amendment of Plan

         (a)      The Employer, by action of its Board of Directors taken at a
                  meeting held either in person or by telephone or other
                  electronic means, or by unanimous written consent in lieu of a
                  meeting, reserves the right at any time and from time to time,
                  and retroactively if deemed necessary or appropriate, to amend
                  in whole or in part any or all of the provisions of the Plan.

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

         (c)      Notwithstanding any provision hereof, no amendment shall make
                  it possible for any part of the funds of the Plan to be used
                  for, or diverted to, purposes other than for the exclusive
                  benefit of persons entitled to benefits under the Plan. No
                  amendment shall be made which has the effect of decreasing the
                  balance of the Accounts of any Member or of reducing the
                  nonforfeitable percentage of the balance of the Accounts of a
                  Member below the nonforfeitable percentage computed under the
                  Plan as in effect on the date on which the amendment is
                  adopted or, if later, the date on which the amendment becomes
                  effective.


12.02    Merger, Consolidation or Transfer

The Plan may not be merged or consolidated with, and its assets or liabilities
may not be transferred to, any other plan unless each person entitled to
benefits under the Plan would, if the resulting plan were 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 the Plan had then
terminated.


12.03    Additional Participating Employers

         (a)      If any company is or becomes a subsidiary of or associated
                  with an Employer, the Board of Directors may include the
                  employees of that subsidiary or associated company in the
                  membership of the Plan upon appropriate action by








<Page>




                                                                              40

                  that company necessary to adopt the Plan. In that event, or if
                  any persons become Employees of an Employer as the result of
                  merger or consolidation or as the result of acquisition of all
                  or part of the assets or business of another company, the
                  Board of Directors shall determine to what extent, if any,
                  previous service with the subsidiary, associated or other
                  company shall be recognized under the Plan, but subject to the
                  continued qualification of the trust for the Plan as
                  tax-exempt under the Code.

         (b)      Any subsidiary or associated company may terminate its
                  participation in the Plan upon appropriate action by it. In
                  that event the funds of the Plan held on account of Members in
                  the employ of that company, and any unpaid balances of the
                  Accounts of all Members who have separated from the employ of
                  that company, shall be determined by the Committee. Those
                  funds shall be distributed as provided in Section 12.04 if the
                  Plan should be terminated, or shall be segregated by the
                  Trustee as a separate trust, pursuant to certification to the
                  Trustee by the Committee, continuing the Plan as a separate
                  plan for the employees of that company under which the board
                  of directors of that company shall succeed to all the powers
                  and duties of the Board of Directors, including the
                  appointment of the members of the Committee.


12.04    Termination of Plan

         (a)      The Employer, by action of its Board of Directors, taken at a
                  meeting described in Section 12.01 or by unanimous written
                  consent, Board of Directors may terminate the Plan or
                  completely discontinue contributions under the Plan for any
                  reason at any time. In case of termination or partial
                  termination of the Plan, or complete discontinuance of
                  Employer contributions to the Plan, the rights of affected
                  Members to their Accounts under the Plan as of the date of the
                  termination or discontinuance shall be nonforfeitable. The
                  total amount in each Member's Accounts shall be distributed,
                  as the Committee shall direct, to him or for his benefit or
                  continued in trust for his benefit.

         (b)      Upon termination of the Plan, Deferred Cash Contributions,
                  with earnings thereon, shall be distributed to Members only if

                  (i)      neither the Employer nor an Affiliated Employer
                           establishes or maintains a successor defined
                           contribution plan, and

                  (ii)     payment is made to the Members in the form of a lump
                           sum distribution (as defined in Section 402(d)(4) of
                           the Code, without regard to clauses (i) through (iv)
                           of subparagraph (A), subparagraph (B), or
                           subparagraph (F) 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) of the Code ("ESOP") or a simplified employee
                  pension as defined in Section 408(k) of the Code ("SEP"))
                  which exists at the








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                                                                              41

                  time the Plan is terminated or within the 12-month period
                  beginning on the date all assets are distributed. However, in
                  no event shall a defined contribution plan be deemed a
                  successor plan if fewer than two percent of the employees who
                  are eligible to participate in the Plan at the time of its
                  termination are or were eligible to participate under another
                  defined contribution plan of the Employer or an Affiliated
                  Employer (other than an ESOP or a SEP) at any time during the
                  period beginning 12 months before and ending 12 months after
                  the date of the Plan's termination.


12.05   Distribution of Accounts Upon a Sale of Assets or a Sale of a Subsidiary

Effective for Plan Years commencing prior to January 1, 2002, upon the
disposition by the Employer of at least 85 percent of the assets (within the
meaning of Section 409(d)(2) of the Code) used by the Employer in a trade or
business or upon the disposition by the Employer of its interest in a subsidiary
(within the meaning of Section 409(d)(3) of the Code), Deferred Cash
Contributions, with earnings thereon, may be distributed to those Members who
continue in employment with the employer acquiring such assets or with the sold
subsidiary, provided that:

         (a)      the Employer maintains the Plan after the disposition,

         (b)      the buyer does not adopt the Plan or otherwise become a
                  participating employer in the Plan and does not accept any
                  transfer of assets or liabilities from the Plan to a plan it
                  maintains in a transaction subject to Section 414(l)(1) of the
                  Code, and

         (c)      payment is made to the Member in the form of a lump sum
                  distribution (as defined in Section 402(d)(4) of the Code,
                  without regard to clauses (i) through (iv) of subparagraph
                  (A), subparagraph (B), or subparagraph (F) thereof).






<Page>






                                                                              42


ARTICLE 13:  GENERAL PROVISIONS



13.01    Nonalienation

Except as required by any applicable law, no benefit under the Plan shall in any
manner be anticipated, assigned or alienated, and any attempt to do so shall be
void. However, payment shall be made in accordance with the provisions of any
judgment, decree, or order which:

         (a)      creates for, or assigns to, a spouse, former spouse, child or
                  other dependent of a Member the right to receive all or a
                  portion of the Member's benefits under the Plan for the
                  purpose of providing child support, alimony payments or
                  marital property rights to that spouse, child or dependent,

         (b)      is made pursuant to a State domestic relations law,

         (c)      does not require the Plan to provide any type of benefit, or
                  any option, not otherwise provided under the Plan, and

         (d)      otherwise meets the requirements of Section 206(d) of ERISA,
                  as amended, as a "qualified domestic relations order", as
                  determined by the Committee.

Notwithstanding anything herein to the contrary, if the amount payable to the
alternate payee under the qualified domestic relations order is less than the
applicable cashout amount described in Section 9.03(c) such amount shall be paid
in one lump sum as soon as practicable following the qualification of the order.
If the amount exceeds such applicable cashout amount, it may be paid as soon as
practicable following the qualification of the order if the alternate payee
consents thereto; otherwise it may not be payable before the earliest of (i) the
Member's termination of employment, (ii) the time such amount could be withdrawn
under Article 7 or (iii) the Member's attainment of age 50.


13.02    Conditions of Employment Not Affected by Plan

The establishment of the Plan shall not confer any legal rights upon any
Employee or other person for a continuation of employment, nor shall it
interfere with the rights of the Employer to discharge any Employee and to treat
him without regard to the effect which that treatment might have upon him as a
Member or potential Member of the Plan.








<Page>






                                                                              43

13.03    Facility of Payment

If the Committee shall find that a Member or other person entitled to a benefit
is unable to care for his affairs because of illness or accident or is a minor,
the Committee may direct that any benefit due him, unless claim shall have been
made for the benefit by a duly appointed legal representative, be paid to his
spouse, a child, a parent or other blood relative, or to a person with whom he
resides. Any payment so made shall be a complete discharge of the liabilities of
the Plan for that benefit.


13.04    Information

Each Member, Beneficiary or other person entitled to a benefit, before any
benefit shall be payable to him or on his account under the Plan, shall file
with the Committee the information that it shall require to establish his rights
and benefits under the Plan.


13.05    Top-Heavy Provisions

         (a)      The following definitions apply to the terms used in this
                  Section:

                  (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 an employee who is in a category
                           of employees determined in accordance with the
                           provisions of Sections 416(i)(1) and (5) of the Code
                           and any regulations thereunder, and where applicable,
                           on the basis of the Employee's Statutory Compensation
                           from the Employer or an Affiliated Employer;

                  (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
                           Employer in which there are members who are








<Page>





                                                                              44


                           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 Employer 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.

         (b)      For purposes of this Section, the Plan shall be "top-heavy"
                  with respect to any Plan Year if as of the applicable
                  determination date the top- heavy ratio exceeds 60 percent.
                  The top-heavy ratio shall be determined as of the applicable
                  Valuation Date in accordance with Sections 416(g)(3) and (4)
                  of the Code and Article 5 of this Plan. For purposes of
                  determining whether the Plan is top-heavy, the account
                  balances 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.
                  Distributions made with respect to a Member under the Plan
                  during the five-year period ending on the applicable
                  determination date shall be taken into account for purposes of
                  determining the top-heavy ratio; distributions under plans
                  that terminated within such five-year period shall also be
                  taken into account, if any such plan contained key employees
                  and therefore would have been part of the required aggregation
                  group.

         (c)      The following provisions shall be applicable to Members for
                  any Plan Year with respect to which the Plan is top-heavy:

                  (i)      In lieu of the vesting requirements specified in
                           Section 6.02, a Member shall be vested in, and have a
                           nonforfeitable right to, his Employer Account upon
                           the completion of three years of Vesting Service,
                           provided that in no event shall the Vested Portion of
                           a Member's Employer Account be less than the
                           percentage determined under Section 6.02.

                  (ii)     An additional Employer contribution shall be
                           allocated on behalf of each Member (and each Employee
                           eligible to become a Member) 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 Section
                           3.03 for the Plan Year (and not needed to meet the
                           contribution percentage test set forth in Section
                           3.08) would otherwise be less than 3% of his
                           remuneration. However, if the greatest percentage of
                           remuneration contributed on behalf of a key employee
                           under Sections 3.01 and 3.03 for the Plan Year would
                           be less than 3%, that lesser percentage shall be
                           substituted for "3%" in the preceding sentence.
                           Notwithstanding the foregoing provisions of this
                           subparagraph (ii), no minimum contribution shall be
                           made under this Plan with respect to a Member (or an
                           Employee eligible to become a Member) if the required
                           minimum benefit under Section 416(c)(1) of the Code
                           is provided to him








<Page>




                                                                              45

                    by any other qualified pension plan of the Employer or an
                    Affiliated Employer.

                    For the purposes of this subparagraph (ii), remuneration has
                    the same meaning as set forth in Section 3.11(c). (d) If the
                    Plan is top-heavy with respect to a Plan Year and ceases to
                    be top-heavy for a subsequent Plan Year, a Member who has
                    completed three years of Vesting Service on or before the
                    last day of the most recent Plan Year for which the Plan was
                    top-heavy shall continue to be vested in and have a
                    nonforfeitable right to his Employer Account.


13.06    Written Elections

Any elections, notifications or designations made by a Member pursuant to the
provisions of the Plan shall be made in writing and filed with the Committee in
a time and manner determined by the Committee under rules uniformly applicable
to all employees similarly situated. The Committee reserves the right to change
from time to time the time and manner for making notifications, elections or
designations by Members under the Plan if it determines after due deliberation
that such action is justified in that it improves the administration of the
Plan. In the event of a conflict between the provisions for making an election,
notification or designation set forth in the Plan and such new administrative
procedures, those new administrative procedures shall prevail.


13.07    Construction

         (a)      The Plan shall be construed, regulated and administered under
                  ERISA and the laws of the State of New Jersey, except where
                  ERISA controls.

         (b)      The masculine pronoun shall mean the feminine wherever
                  appropriate.

         (c)      The titles and headings of the Articles and Sections in this
                  Plan are for convenience only. In the case of ambiguity or
                  inconsistency, the text rather than the titles or headings
                  shall control.



13.08    Electronic Provision of Notices to Members

Notwithstanding any provision of the Plan to the contrary, any notice required
to be distributed to Members, Beneficiaries and alternate payees pursuant to the
terms of the Plan may, at the direction of the Committee, be transmitted
electronically to the extent permitted by, and in accordance with any procedures
set forth in, applicable law and regulations.






<Page>




                                                                              46




IN WITNESS WHEREOF, the Company has caused this instrument to be executed by an
officer duly authorized on this _______ day of ___________, _______.







                                       CURTISS-WRIGHT CORPORATION


                                       By:___________________________








<Page>





                                                                              47



APPENDIX A: SPECIAL RULES APPLICABLE TO ACQUIRED ENTITIES

The provisions of this Appendix A shall apply to Employees who were formerly
employed by entities that were acquired by the Employer or an Affiliated
Employer.


1.       Aviall, Inc.

         Each former employee of the Aviall, Inc., Accessory Services Division
         who became an Employee as of May 21, 1996, shall be eligible to become
         a Member on any Enrollment date on or after he completes one year of
         service, including service with Aviall, Inc.

2.       Alpha Heat Treaters Division of Alpha-Beta Industries, Inc.

         Each former employee of the Alpha Heat Treaters Division of Alpha-Beta
         Industries, Inc. who became an Employee as of April 30, 1998, shall be
         eligible to become a Member on any Enrollment date on or after he
         completes one year of service, including service with Alpha-Beta
         Industries.

3.       Enertech

         (a)      As of January 1, 2000, any Employee hired on July 31, 1998
                  whose immediate prior service was with Enertech shall be
                  eligible to participate in the Plan as of the Enrollment Date
                  coinciding with or next following the date he or she completes
                  his or her Year of Eligibility Service, which Year of
                  Eligibility Service shall include all service at Enertech and
                  shall remain eligible so long as he or she continues to
                  satisfy the eligibility requirements.

         (b)      Any Employee hired on July 31, 1998 whose immediate prior
                  service was with Enertech shall continue to vest in matching
                  contributions allocated to his account under Enertech's prior
                  plan, which contributions, including earnings thereon, were
                  transferred to the Plan in accordance with a transaction
                  undertaken in compliance with Section 414(l) of the Code, in
                  accordance with the following schedule:

<TABLE>
<CAPTION>
                           Years of Service
                             for Vesting                   Vested Percentage

                                   <S>                                 <C>
                                    0                                    0%
                                    1                                    0%
                                    2                                    0%
                                    3                                   20%
</TABLE>








<Page>




                                                                              48


<TABLE>
<CAPTION>
                                   <S>                                 <C>
                                    4                                   40%
                                    5                                   60%
                                    6                                   80%
                                    7                                  100%
</TABLE>


4.       Metallurgical Processing, Inc.

         Each former employee of Metallurgical Processing, Inc. who became an
         Employee as of June 30, 1999 shall be eligible to become a Member on
         any Enrollment Date on or after he or she completes one year of
         service, including service with Metallurgical Processing, Inc. and
         shall remain eligible so long as he or she continues to satisfy the
         eligibility requirements.

5.       Teledyne Fluid Systems

         Each former employee of Teledyne Fluid Systems who became an Employee
         as of August 28, 1999, shall be eligible to become a Member on any
         Enrollment date on or after he or she completes one year of service,
         including service with Allegheny Teledyne and shall remain eligible so
         long as he or she continues to satisfy the eligibility requirements.

6.       Electric Furnace Company

         Each former employee of Electric Furnace Company who became an Employee
         as of December 15, 2000, shall be eligible to become a Member on any
         Enrollment date on or after he or she completes one year of service,
         including service with Electric Furnace Company, and shall remain
         eligible so long as he or she continues to satisfy the eligibility
         requirements.

7.       Lau Defense Systems and Vista Controls

         Each former employee of Lau Defense Systems and Vista Controls who
         became an Employee as of October 25, 2001, shall be eligible to become
         a Member on any Enrollment date on or after he or she completes one
         year of service, including service with Lau Defense Systems and Vista
         Controls, and shall remain eligible so long as he or she continues to
         satisfy the eligibility requirements.

8.       Ironbound Heat Treating Company

         Each former employee of Ironbound Heat Treating Company who became an
         Employee as of November 6, 2001, shall be eligible to become a Member
         on any Enrollment date on or after he or she completes one year of
         service, including service with Ironbound Heat Treating Company, and
         shall remain eligible so long as he or she continues to satisfy the
         eligibility requirements.

9.       Peerless Instrument Company







<Page>





                                                                              49


         Each former employee of Peerless Instrument Company who became an
         Employee as of November 8, 2001, shall be eligible to become a Member
         on any Enrollment date on or after he or she completes one year of
         service, including service with Peerless Instrument Company, and shall
         remain eligible so long as he or she continues to satisfy the
         eligibility requirements.

10.      Deltavalve USA, L.L.C

         Each former employee of Deltavalve USA, L.L.C. who became an Employee
         as of December 13, 2001 shall be eligible to become a Member on any
         Enrollment date on or after he or she completes one year of service,
         including service with Deltavalve USA, L.L.C., and shall remain
         eligible so long as he or she continues to satisfy the eligibility
         requirements.

11.      Bodycote Thermal Processing

         Each former employee of Bodycote Thermal Processing who became an
         Employee as of December 21, 2001, shall be eligible to become a Member
         on any Enrollment date on or after he or she completes one year of
         service, including service with Bodycote Thermal Processing, and shall
         remain eligible so long as he or she continues to satisfy the
         eligibility requirements.

12.      Penny & Giles Controls, Inc.

         Each former employee of Penny & Giles Controls, Inc. who became an
         Employee as of February 20, 2002, shall be eligible to become a Member
         on any Enrollment date on or after he or she completes one year of
         service, including service with Penny & Giles Controls, Inc., and shall
         remain eligible so long as he or she continues to satisfy the
         eligibility requirements.



</TEXT>
</DOCUMENT>
