Second Instrument of Amendment to Curtiss-Wright Corporation Savings and Investment Plan (2010)

1.

Article 2, Section 2.06(c)(i) is amended, effective March 2, 2011, to read as follows:

Notwithstanding any provision of the Plan to the contrary, any eligible Employee of Curtiss-Wright Controls, Inc. whose date of hire, rehire, or acquisition was on or before December 31, 2008 and who has not affirmatively elected to become a Member (or affirmatively declined to become a Member) pursuant to Section 2.02 shall become a Covered Member as of March 2, 2011.

2.

Article 2, Section 2.06(c)(ii) is amended, effective November 30, 2011, by deleting the last sentence and replacing it with the following sentence:

Any eligible Employee of Metal Improvement Company whose date of hire, rehire, or acquisition was on or before December 31, 2009 and who has not affirmatively elected to become a Member (or affirmatively declined to become a Member) pursuant to Section 2.02 shall become a Covered Member as of November 30, 2011.

3.

Article 3, Section 3.08 is amended, effective December 1, 2010, by adding a paragraph at the end of this Section to read as follows:

Effective December 1, 2010, a Member who is then an Employee may elect to roll over a distribution from one or more of his Accounts to his Roth Deferred Cash Contribution Account (an “in-plan Roth rollover”) that (1) is otherwise eligible for distribution from the Plan; (2) qualifies as an eligible rollover distribution pursuant to Section 402(c)(4) of the Code; and (3) is not a distribution from the Member’s Roth Deferred Cash Contribution Account. Any such in-plan Roth rollover shall be made in accordance with, and treated as a taxable distribution to the extent required by, Section 402A(c)(4) of the Code and any regulations and other guidance issued under that provision.

4.

Article 8, Section 8.05(a) is amended, effective January 1, 2011, by adding a new paragraph (ix) to read as follows:

(ix)

Except as otherwise required by law or as provided in this paragraph (ix), if a Member has an outstanding loan balance at the time his employment terminates, the remaining balance shall become immediately due and payable as of the date specified in the loan procedures applicable to the Plan, which shall be described in the applicable Plan administration manual or set forth in a separate document adopted by the Plan Administrator. If the Member does not repay the full loan balance at this time in a manner acceptable to the Trustee, the Member’s Accounts shall be offset by the unpaid loan balance in accordance with subsection (b). The loan shall be considered fully repaid as of the date of this reduction.

Notwithstanding the foregoing, if a Member with an outstanding loan balance terminates employment with the Employer and all Affiliated Employers as a result of the Employer’s sale to an unrelated entity of assets used in a trade or business or its interest in a subsidiary and the Member continues employment with the buyer following such sale, the Member may elect, within 60 days of such termination, to roll over the outstanding loan note to an eligible retirement plan (as defined in