Edgar Filing: CURTISS WRIGHT CORP

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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CURTISS-WRIGHT CORPORATION

(Name of Registrant as Specified In Its Charter)

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Dear Valued Stockholder:

You are cordially invited to attend the annual meeting of stockholders of Curtiss-Wright Corporation to be held on Friday, May 4, 2012, at the Sheraton Parsippany Hotel, 199 Smith Road, Parsippany, New Jersey 07054, commencing at 10:00 a.m. local time.

The Notice of Annual Meeting and Proxy Statement which follows this letter provide information concerning matters to be considered and acted upon at the annual meeting. We will provide a brief report on our business followed by a question and answer period at the annual meeting.

We know that many of you are unable to attend the annual meeting in person. The proxies that we solicit give you the opportunity to vote on all matters that are scheduled to come before the annual meeting. Whether or not you plan to attend, you can be sure that your shares are represented by promptly voting and submitting your proxy by phone, by internet or by completing, signing, dating, and returning your proxy card in the enclosed postage-paid envelope.

On behalf of your Board of Directors, management, and our employees, I would like to express our appreciation for your continued support.


		Sincerely,

		MARTIN R. BENANTE Chairman and Chief Executive Officer

CURTISS-WRIGHT CORPORATION
10 Waterview Boulevard, Second Floor, Parsippany, New Jersey 07054

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the holders of the common stock of Curtiss-Wright Corporation:

Notice is hereby given that the annual meeting of stockholders (the “Annual Meeting”) of Curtiss-Wright Corporation, a Delaware corporation (the “Company”), will be held on Friday, May 4, 2012, at the Sheraton Parsippany Hotel, 199 Smith Road, Parsippany, New Jersey 07054, commencing at 10:00 a.m. local time, for the following purposes:


(1)				To elect nine Directors;

(2)				To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012;

(3)				To hold an advisory (non-binding) vote on Executive Compensation; and

(4)				To consider and transact such other business as may properly come before the Annual Meeting.

Only record holders of the Company’s common stock at the close of business on March 9, 2012, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting. A list of stockholders will be available for examination by any stockholder(s) at the Annual Meeting and at the offices of the Company, 10 Waterview Boulevard, Second Floor, Parsippany, New Jersey 07054, during the ten days preceding the Annual Meeting date.

All stockholders are cordially invited to attend the Annual Meeting in person. Stockholders who plan to attend the Annual Meeting in person are nevertheless requested to sign and return their proxy cards to make certain that their vote will be represented at the Annual Meeting should they be prevented unexpectedly from attending.


		By Order of the Board of Directors,

March 30, 2012		MICHAEL J. DENTON Vice President, Corporate Secretary and General Counsel

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE FILL IN, SIGN AND PROMPTLY RETURN YOUR PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Friday, May 4, 2012. This Proxy Statement, our 2011 Annual Report on Form 10-K, and informational brochure to security holders are available on our website: www.curtisswright.com.

CURTISS-WRIGHT CORPORATION
10 Waterview Boulevard, Second Floor, Parsippany, New Jersey 07054

PROXY STATEMENT

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Curtiss-Wright Corporation, a Delaware corporation (the “Company”), for use at the annual meeting of stockholders of the Company (the “Annual Meeting”) to be held on Friday, May 4, 2012, at 10:00 a.m. local time, at the Sheraton Parsippany Hotel, 199 Smith Road, Parsippany, New Jersey 07054, and at any adjournments thereof.

INFORMATION CONCERNING THE ANNUAL MEETING

Mailing and Solicitation. This Proxy Statement and accompanying form of proxy card set forth in Appendix A hereto will be first sent to stockholders entitled to vote at the Annual Meeting on or about March 30, 2012. For information about stockholders’ eligibility to vote at the Annual Meeting, please see “Record Date and Outstanding Stock” below. The cost of the solicitation of proxies will be paid by the Company. The solicitation is to be made primarily by mail but may be supplemented by telephone calls and personal solicitation by officers and other employees of the Company. The Company will reimburse banks and nominees for their expenses in forwarding proxy materials to the Company’s beneficial owners.

Annual Report on Form 10-K. A copy of the Company’s 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission has been mailed or sent simultaneously with this Proxy Statement to all stockholders entitled to vote at the Annual Meeting.

Proxies. Whether or not you plan to attend the Annual Meeting, the Company requests that you date and execute the enclosed proxy card and return it in the enclosed postage-paid return envelope, or use the telephone or the internet to submit your proxy. Telephone and internet proxy instructions are provided on the proxy card. A control number, located on the proxy card, is designed to verify your identity and allow you to vote your shares, and confirm that your voting instructions have been properly recorded.

Broker non-votes. If your shares are registered in the name of a bank, broker or other nominee, follow the proxy instructions on the form you receive from the nominee. The availability of telephone and internet proxy will depend on the nominee’s proxy processes. Under the rules of the New York Stock Exchange (“NYSE”), a bank, broker or other nominee who hold shares in “street name” for customers are precluded from exercising voting discretion with respect to the approval of non-routine matters (so called “broker non-votes”) in the absence of specific instructions from such customers. The (1) election of Directors (see Proposal One) and (2) advisory (non-binding) vote on Executive Compensation (See Proposal Three) are considered “non-routine” matters under applicable NYSE rules and, therefore, a bank, broker or other nominee is not entitled to vote the shares of Company common stock unless the beneficial owner has given instructions. As such, there may be broker non-votes with respect to these proposals. On the other hand, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012 (see Proposal Two) is considered a “routine” matter under applicable NYSE rules, therefore, a bank, broker or other nominee will have discretionary authority to vote the shares of Company common stock if the beneficial owner has not given instructions and no broker non-votes will occur with respect to this proposal.

Voting In Accordance With Instructions. The shares represented by your properly completed proxy will be voted in accordance with your instructions marked on it. If you properly sign, date, and deliver to us your proxy but you mark no instructions on it, the shares represented by your proxy will be voted: (1) “FOR” the election as Directors of the nominees proposed (see Proposal One), (2) “FOR” the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012 (see Proposal Two), and (3) “FOR” the compensation of the Company’s named executive officers under the proposal regarding the advisory (non-binding) vote on Executive Compensation (see Proposal Three). The Board of Directors is not aware of any other matters to be presented for action at

the Annual Meeting, but if other matters are properly brought before the Annual Meeting, shares represented by properly completed proxies received by mail, telephone, or the internet will be voted in accordance with the judgment of the persons named as proxies.

Signatures in Certain Cases. If a stockholder is a corporation or unincorporated entity such as a partnership or limited liability company, the enclosed proxy should be signed in its corporate or other entity name by an authorized officer or person and his or her title should be indicated. If shares are registered in the name of 2 or more trustees or other persons, the proxy must be signed by a majority of them. If shares are registered in the name of a decedent, the proxy should be signed by the executor or administrator and his or her title should follow the signature.

Revocation of Proxies. Stockholders have the right to revoke their proxies at any time before a vote is taken (1) by notifying the Corporate Secretary of the Company in writing at the Company’s address given above, (2) by executing a new proxy bearing a later date or by submitting a new proxy by telephone or the internet on a later date, provided the new proxy is received by American Stock Transfer & Trust Company (which will have a representative present at the Annual Meeting) before the vote, (3) by attending the Annual Meeting and voting in person, or (4) by any other method available to stockholders by law.

Record Date and Outstanding Stock. The close of business on March 9, 2012 has been fixed as the record date of the Annual Meeting, and only stockholders of record at that time will be entitled to vote. The only capital stock of the Company outstanding is the common stock, par value $1.00 per share (the “Common Stock”). As of March 9, 2012, there were 46,777,162 shares of Common Stock outstanding constituting all the capital stock of the Company entitled to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of Common Stock held.

Quorum. The presence, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting.

Required Vote. A plurality of the Common Stock present in person or represented by proxy at the Annual Meeting will elect as Directors the nominees proposed (see Proposal One). The (1) ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012 (see Proposal Two) and (2) advisory (non-binding) vote on Executive Compensation (See Proposal Three), each requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy. Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. Abstentions and broker non-votes will not be counted as having voted either for or against a proposal.

Dissenter’s Rights of Appraisal. The stockholders have no dissenter’s rights of appraisal under the Delaware General Corporation Law, the Company’s Restated Certificate of Incorporation or the Company’s Amended and Restated By-Laws with respect to the matters to be voted on at the Annual Meeting.

PROPOSAL ONE: ELECTION OF DIRECTORS

General Information

At the date of this Proxy Statement, the Board of Directors of the Company (the “Board” or “Board of Directors”) consists of ten members, nine of whom are non-employee Directors. Following last year’s Annual Meeting and the retirement of William B. Mitchell as a member of the Board of Directors due to his age exceeding the Board’s retirement age of 75, the Board considered that such mandatory retirement policy would force the replacement of two other Board members over the ensuing two years as Board members John R. Myers and William W. Sihler were ages 74 and 73, respectively. The Board was concerned that this higher than typical Board turnover would disrupt the culture of collegiality and consensus that characterizes its operations. After extensive discussion, the Board voted on May 7, 2011 to waive the application of the mandatory retirement policy for Messrs. Mitchell, Myers, and Sihler and retain such individuals as directors for one year beyond reaching their 75th birthday. The Board believed that this action was in the best interest of the Company as it provides for an orderly transition so that the Board’s operations would not be adversely affected by the higher

than typical turnover involved in replacing three Directors over successive years. This action also retains continuity in Board experience and allows the new Directors the benefit of working with the predecessors and having an extended opportunity to learn Board practices and culture. Accordingly, Mr. Mitchell will once again retire from the Board and his term will expire effective just prior to the Annual Meeting. Mr. Mitchell served on the Board with great distinction.

The Committee on Directors and Governance of the Board of Directors has recommended and our full Board of Directors has nominated Martin R. Benante, Dean M. Flatt, S. Marce Fuller, Dr. Allen A. Kozinski, John R. Myers, John B. Nathman, Robert J. Rivet, Dr. William W. Sihler, and Albert E. Smith, each currently serving Directors, to be elected to the Board for a one year term. Pursuant to the Company’s Restated Certificate of Incorporation, the Board acting through a majority of Directors increased its membership by electing Dean M. Flatt as a Director on February 6, 2012. The Committee on Directors and Governance used the services of a third-party executive search firm to assist in identifying and evaluating Mr. Flatt as a nominee for Director. Each nominee has indicated his or her willingness to serve. In the event that any nominee should become unavailable for election, the persons named in the proxy may vote for the election of a substitute nominee.

Directors will be elected by a plurality of votes properly cast (in person or by proxy) at the Annual Meeting. This means that a person will be elected who receives the first through ninth highest number of votes, even if he or she receives less than a majority of the votes cast. Therefore, stockholders who do not vote or withhold their vote from one or more of the proposed nominees and do not vote for another person, will not affect the outcome of the election provided that a quorum is present at the Annual Meeting. As further discussed in the section titled “Broker non-votes” on page 1 of this Proxy Statement, if you own shares of Common Stock through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares of Common Stock so that your vote can be counted on this Proposal One.

Information Regarding Nominees

Set forth below is information with respect to the nominees for Directors. Such information includes the principal occupation of each nominee for Director during, at least, the past five years, as well as a brief description of the particular experience, qualifications, attributes or skills that qualify the nominee to serve as a Director of the Company.

Martin R. Benante, age 59, has been the Chairman of the Board of Directors and Chief Executive Officer of the Company since April 2000. He has been a Director of the Company since 1999.

Mr. Benante has been an employee of the Company for more than 33 years, serving at times in increasing levels of managerial responsibility, such as general manager at the Company’s Target Rock division, then President of the Company’s Flow Control segment, then Vice President of the Company, and then as President and Chief Operating Officer of the Company before serving in his present capacity. Mr. Benante’s ability to lead and grow the Company and in-depth knowledge of the Company’s business segments and industries in which they operate, as evidenced by the Company’s strong growth during his tenure as Chief Executive Officer provides the Company a competitive advantage in continuing to improve long-term performance and increase stockholder value.

Dean M. Flatt, age 61, served as President and Chief Operating Officer of Honeywell International Inc.’s Defense and Space business from July, 2005 to July, 2008. Prior to that, he served as President of Honeywell International Inc.’s Aerospace Electronics Systems business from December, 2001 to July, 2005, and also served as President of Honeywell International Inc.’s Specialty Materials and Chemicals business from July, 2000 to December, 2001. Since May, 2010, he has been a member of the Operating Executive Board of JF Lehman & Company, a private equity investment firm. Further, he is serving as a director of Ducommun Incorporated and Industrial Container Services, Inc. since January, 2009 and January, 2012, respectively. He has been a Director of the Company since February 2012 and serves as a member of the Audit Committee and the Committee on Directors and Governance.

Mr. Flatt has an in-depth understanding of the aerospace industry, evidenced by his past employment in high level managerial positions at Honeywell International Inc., a leading global supplier of aerospace products, one of the Company’s major markets. In addition, Mr. Flatt has

extensive experience in evaluating new business opportunities gained while serving on the executive board of a private equity firm. Furthermore, Mr. Flatt has extensive managerial experience in operating a business at the director level, serving as a current director of Ducommun Incorporated and Industrial Container Services, Inc. Mr. Flatt’s ability to lead a company at one of the highest levels of management, coupled with his in-depth knowledge of the aerospace industry and private equity investing provides the Company with a competitive advantage in seeking new opportunities and platforms for its aerospace industry products and services, as well as strengthening the ability of the Company to select strategic acquisitions.

S. Marce Fuller, age 51, was the President and Chief Executive Officer of Mirant Corporation from July 1999 to October 2005 and a Director of Mirant Corporation from July 1999 until January 2006. Since October 2001, she has served as a Director of Earthlink, Inc. where she is currently the lead director and Chairperson of the Governance Committee. She has been a Director of the Company since 2000 and serves as a member of the Audit Committee, the Executive Compensation Committee, and as Chairperson of the Committee on Directors and Governance.

Ms. Fuller has an in-depth understanding of the power generation industry, evidenced by her past employment at Southern Energy and Mirant Corporation, both leading power generation companies. At these companies, Ms. Fuller served at times in increasing levels of managerial responsibility, beginning with Vice President at Southern Energy and then as President and Chief Executive Officer of both Southern Energy and Mirant Corporation. Ms. Fuller’s ability to lead a company at the highest level of management, coupled with her in-depth knowledge of the power generation industry, one of the Company’s largest markets, provides the Company a competitive advantage in seeking new opportunities and platforms for its power generation industry products and services.

Dr. Allen A. Kozinski, age 70, served as Group Vice President, Global Refining of BP PLC from 1998 through 2002. He has been a Director of the Company since 2007 and serves as a member of the Executive Compensation Committee and the Committee on Directors and Governance.

Mr. Kozinski has an in-depth understanding of the oil and gas industry, evidenced by his past employment at Amoco Corporation and BP, both leading oil and gas companies. At these companies, Mr. Kozinski served at times in increasing levels of managerial responsibility, beginning with business unit manager and then Vice President, Technology, Engineering and International Development at Amoco, and Group Vice President, Global Refining at BP. Mr. Kozinski’s ability to lead a company’s business segment at a high level of management, coupled with his in-depth knowledge of the oil and gas industry, one of the Company’s largest markets, provides the Company a competitive advantage in seeking new opportunities and platforms for its oil and gas industry products and services.

John R. Myers, age 75, served as Chairman and Chief Executive Officer of Tru-Circle Corporation from June 1999 to July 2003. From 1993 to 1999 he was a limited partner of Carlisle Enterprises, a private equity group and since 2005 he has served as an Operating Partner of First Atlantic Capital Corporation, a private equity group. From 1994 to May 2002 he served as a Director of Iomega Corporation. He has been a Director of the Company since 1996 and serves as Chairperson of the Executive Compensation Committee and a member of the Committee on Directors and Governance.

Mr. Myers has extensive managerial experience in operating a business at both the officer and director level, evidenced by his service at both Tru-Circle Corporation and Iomega Corporation. In addition, Mr. Myers has an in-depth understanding of the aerospace industry gained while employed by Tru-Circle Corporation, Garrett Aviation Services, and Textron Lycoming Engines, one of the Company’s major markets. Furthermore, Mr. Myers has extensive experience in evaluating new business opportunities gained while working at private equity investment companies. Mr. Myer’s ability to lead a company at the highest level of management and his knowledge of the aerospace industry and private equity investing provides the Company with a competitive advantage in seeking new opportunities and platforms for its aerospace industry products and services, as well as strengthening the ability of the Company to select strategic acquisitions.

Admiral (Ret.) John B. Nathman, age 63, served as commander of U.S. Fleet Forces Command from February 2005 to May 2007. From August 2004 to February 2005 he served as Vice Chief of Naval Operations in the U.S. Navy. From August 2002 to August 2004 he served as Deputy Chief of Naval Operations for Warfare Requirements and Programs at the Pentagon. From October 2001 to August

2002 he served as Commander, Naval Air Forces. From August 2000 to October 2001 he served as Commander of Naval Air Forces, U.S. Pacific Fleet. He has been a Director of the Company since 2008 and serves as a member of the Finance Committee and the Committee on Directors and Governance.

Admiral Nathman’s strong leadership, coupled with an in-depth understanding of U.S. defense spending and military products, evidenced by 37 years of service in high-level commands in the United States Navy, provides the Company a competitive advantage in seeking new opportunities and platforms for its defense industry products and services.

Robert J. Rivet, age 57, was Executive Vice President, Chief Operations and Administrative Officer of Advanced Micro Devices, Inc. from October 2008 to February 2011, and was Executive Vice President, Chief Financial Officer of Advanced Micro Devices, Inc. from September 2000 until October 2009. Since 2009, he has served as a Director of Globalfoundries Inc. He has been a Director of the Company since 2011 and serves as a member of the Audit Committee and Finance Committee.

Mr. Rivet has an in-depth understanding of the preparation and analysis of financial statements based upon his 35 years of financial experience, including nine years as Chief Financial Officer of Advanced Micro Devices. In addition, Mr. Rivet led numerous acquisition and divestiture activities while at Advanced Micro Devices and Motorola Corporation. Mr. Rivet’s extensive financial knowledge will be an invaluable asset to the Board in its oversight of the integrity of the Company’s financial statements and the financial reporting process. Additionally, his in-depth understanding of high-technology industries such as the semiconductor business, and experience in mergers and acquisitions provides the Company a competitive advantage in seeking new strategic business opportunities and acquisitions.

Dr. William W. Sihler, age 74, has been the Ronald E. Trzcinski Professor of Business Administration, Darden Graduate School of Business Administration, University of Virginia since 1984. Since 1992 he has served as Director, President, and Treasurer of Southeastern Consultants Group, Ltd. He has been a Director of the Company since 1991 and serves as Chairperson of the Audit Committee and a member of the Finance Committee.

Dr. Sihler’s in-depth understanding of financial analysis and financial management, and his ability to assess risk, developed over 41 years from teaching financial analysis and financial management courses at graduate school, is an invaluable asset to the Board in order for it to effectively evaluate risk and oversee financial management for the Company.

Albert E. Smith, age 62, served as Chairman of Tetra Tech, Inc. from March 2006 to January 2008 and has been a director of Tetra Tech since May 2005. He has been a director of CDI Corp. since October 2008. From 2002 to 2005, he served as a member of the Secretary of Defense’s Science Board. Mr. Smith was employed at Lockheed Martin Corp. from August 1985 to January 2005. Mr. Smith served as an Executive Vice President and an officer of Lockheed Martin from September 1999 until June 2005. He has been a Director of the Company since 2006 and serves as a member of the Audit Committee and as Chairperson of the Finance Committee.

Mr. Smith has an in-depth understanding of the aerospace industry, evidenced by his past employment at Lockheed Martin, a leading aerospace company. At Lockheed, Mr. Smith served in high level managerial positions. In addition, Mr. Smith has extensive managerial experience in operating a business at the director level, serving as a current director of Tetra Tech and CDI Corp., both public companies. Mr. Smith’s experience as a director at other public companies and ability to lead a company at one of the highest levels of management, coupled with his in-depth knowledge of the aerospace industry, one of the Company’s largest markets, provides the Company a competitive advantage in seeking new opportunities and platforms for its aerospace industry products and services.

Directorships at Public Companies

The following table sets forth any directorships at other public companies and registered investment companies held by each nominee for Director at any time during the past five years.


Name of Director		Company
Dean M. Flatt		Ducommun Incorporated
S. Marce Fuller		Earthlink, Inc.
Albert E. Smith		Tetra Tech Inc. CDI Corporation

Certain Legal Proceedings

Mirant Bankruptcy. Ms. Fuller was the President and Chief Executive Officer of Mirant Corporation from July 1999 to October 2005 and a Director of Mirant Corporation from July 1999 until January 2006. She also served as a director or executive officer of many of Mirant’s subsidiaries during such period of time. In July 2003, Mirant Corporation and most of its North American subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code or under the Companies Creditors’ Arrangement Act in Canada. Mirant Corporation emerged from bankruptcy proceedings in January 2006.

Compensation of Directors

For information concerning compensation of our Directors, please see “Compensation of Directors” below.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR

STRUCTURE AND PRACTICES OF THE BOARD OF DIRECTORS

Corporate Governance Guidelines and Compliance

The Board of Directors has adopted corporate governance guidelines that provide the framework for the governance of the Company. The corporate governance guidelines are available within the Corporate Governance section of the Company’s website at www.curtisswright.com or by sending a request in writing to the Corporate Secretary, Curtiss-Wright Corporation, 10 Waterview Boulevard, Second Floor, Parsippany, New Jersey 07054.

The corporate governance guidelines address, among other things, standards for Director independence, meetings of the Board, executive sessions of the Board, committees of the Board, the compensation of Directors, duties of Directors to the Company and its stockholders, and the Board’s role in management succession. The Board reviews these principles and other aspects of governance annually.

Meetings of the Board

The Board has regularly scheduled meetings each year and special meetings are held as necessary. In addition, management and the Directors communicate informally on a variety of topics, including suggestions for Board or committee agenda items, recent developments, and other matters of interest to the Directors. Each Director has full access to management.

A meeting of the Company’s non-employee Directors in executive session without any employee Directors or members of management present is scheduled at every regularly scheduled Board meeting. During 2011, the non-employee Directors met 8 times in executive session. The Board appoints a lead Director for such executive sessions on a rotating basis.

Directors are expected to attend all meetings of the Board and each committee on which they serve. In 2011, the Board held 13 meetings and committees of the Board held a total of 26 meetings. During 2011, no Director attended less than 75% of the aggregate number of meetings of the Board of Directors or of the committee or committees on which he or she served, which were held during the period that he or she served.

The Company does not have a formal policy with respect to Director attendance at the annual meeting of stockholders. The Company believes that the potential expense involved with requiring all non-employee Directors to attend the annual meeting of stockholders outweighs the benefit of such attendance because meeting agenda items are generally uncontested, nearly all shares voted are voted by proxy, and stockholder attendance at the meetings is traditionally very low. Accordingly, no non-employee Directors attended the Company’s 2011 annual meeting of stockholders. Martin R. Benante, the Company’s Chairman of the Board and Chief Executive Officer, did attend the Company’s 2011 annual meeting of stockholders and will attend the Company’s 2012 annual meeting of stockholders where he will be available for questions.

Communication with the Board

Stockholders, employees, and other interested parties wishing to contact the Board directly may initiate in writing any communication with: (i) the Board, (ii) any committee of the Board, (iii) the non-employee Directors as a group, or (iv) any individual non-employee Director by sending the communication to Dr. William W. Sihler, c/o Southeastern Consultants Group, Ltd., P.O. Box 5645, Charlottesville, Virginia, 22905. The name of any specific intended Board recipient should be noted in the communication. However, prior to forwarding any correspondence, Dr. Sihler will review such correspondence and, in his discretion, not forward certain items if they are deemed to be of a commercial nature or sent in bad faith.

Director Independence

The corporate governance guidelines provide independence standards generally consistent with the New York Stock Exchange listing standards. These standards specify the criteria by which the independence of the Company’s Directors will be determined, and require annually the Board to determine affirmatively that each independent Director has no material relationship with the Company other than as a Director. The Board has adopted the standards set out in the corporate governance guidelines, which are posted within the Corporate Governance section of the Company’s website at www.curtisswright.com, for its evaluation of the materiality of Director relationships with the Company. To assist in the Board’s determination, each Director completed materials designed to identify any relationships that could affect the Director’s independence. On the basis of those materials and the standards described above, the Board has determined that the following Directors are “independent” as required by the New York Stock Exchange listing standards and the Board’s corporate governance guidelines: Dean M. Flatt, S. Marce Fuller, Dr. Allen A. Kozinski, William B. Mitchell, John R. Myers, John B. Nathman, Robert J. Rivet, Dr. William W. Sihler, and Albert E. Smith. Mr. Benante does not meet the corporate governance guidelines independence test and NYSE independence listing standards due to his current position as Chairman and Chief Executive Officer of the Company. In making the determination that John B. Nathman is “independent”, the Board considered the fact that Mr. Nathman was a consultant to, and a de minimis stockholder in, ACRA Control Ltd. (“ACRA”), prior to the acquisition by Curtiss-Wright in 2011. The Board determined that this relationship was not material and, thus, did not affect his independence, because Mr. Nathman recused himself from any discussion or vote by the Board approving the acquisition and, further, Mr. Nathman did not receive any direct remuneration from Curtiss-Wright as a result of the acquisition because all of his stock were redeemed by ACRA prior to the acquisition by Curtiss-Wright. Moreover, Mr. Nathman’s consulting arrangement was mutually terminated prior to the acquisition of ACRA by Curtiss-Wright. There were no other transactions, relationships or arrangements not otherwise disclosed that were considered by the Board of Directors in determining whether any of the Directors are independent.

All members of the Audit Committee, the Executive Compensation Committee, the Finance Committee, and the Committee on Directors and Governance are independent Directors as defined in the New York Stock Exchange listing standards and in the standards in the Company’s corporate governance guidelines.

Code of Conduct

The corporate governance guidelines contain a code of conduct that applies to every Director. The Company also maintains a code of conduct that applies to every employee, including the Company’s Chief Executive Officer, Chief Financial Officer, and Corporate Controller. The Company designed the corporate governance guidelines and the code of conduct to ensure that its business is conducted in a consistently legal and ethical manner. The corporate governance guidelines include policies on, among other things, conflicts of interest, corporate opportunities, and insider trading. The Company’s code of conduct applicable to its employees includes policies on, among other things, employment, conflicts of interest, financial reporting, the protection of confidential information, and insider trading and requires strict adherence to all laws and regulations applicable to the conduct of the Company’s business. The Company will disclose any waivers of the codes of conduct pertaining to Directors or senior financial executives on its website at www.curtisswright.com in accordance with applicable law and the requirements of the NYSE corporate governance standards. To date, no waivers have been requested or granted. The Company’s code of conduct is available within the Corporate Governance section at www.curtisswright.com or by sending a request in writing to the Corporate Secretary, Curtiss-Wright Corporation, 10 Waterview Boulevard, Second Floor, Parsippany, New Jersey 07054.

Board Committees

The Board of Directors has an Audit Committee, an Executive Compensation Committee, a Committee on Directors and Governance, and a Finance Committee. The Board has adopted a written charter for each of these committees. The full text of each charter is available within the Corporate Governance section of the Company’s website located at www.curtisswright.com or by sending a request in writing to the Corporate Secretary, Curtiss-Wright Corporation, 10 Waterview Boulevard, Second Floor, Parsippany, New Jersey 07054. The current membership of each committee is as follows:

Director

Audit
Committee

Executive
Compensation
Committee

Committee
on Directors and
Governance

Finance
Committee

Dean M. Flatt

S. Marce Fuller

(1)

Dr. Allen A. Kozinski

William B. Mitchell

John R. Myers

(1)

John B. Nathman

Robert J. Rivet

Dr. William W. Sihler

(1)

Albert E. Smith

(1)

Denotes Chairperson

Audit Committee. The Audit Committee presently consists of 5 directors. The Audit Committee met 5 times during 2011. The Audit Committee assists the Board in fulfilling its oversight responsibility relating to the integrity of the Company’s financial statements and the financial reporting process; the systems of internal accounting and financial controls; the performance of the Company’s internal audit function; the annual independent audit of the Company’s financial statements; the performance, qualifications, and independence of its independent registered public accounting firm; risk assessment and management; and the Company’s compliance and ethics programs.

Each member of the Audit Committee meets the independence requirements of the New York Stock Exchange, Rule 10A-3 under the Securities Exchange Act of 1934, and the Company’s corporate governance guidelines. In accordance with New York Stock Exchange requirements, the Board in its business judgment has determined that each member of the Audit Committee is financially literate,

knowledgeable, and qualified to review financial statements. The Board has also determined that at least one member of the Audit Committee, Robert J. Rivet, is an “audit committee financial expert” as defined in the rules of the Securities and Exchange Commission.

Executive Compensation Committee. The Executive Compensation Committee presently consists of 4 directors. The Executive Compensation Committee met 14 times during 2011. Each member of the Executive Compensation Committee meets the independence requirements of the New York Stock Exchange and the Company’s corporate governance guidelines.

The Executive Compensation Committee determines the compensation of the Chief Executive Officer and recommends to the full Board the compensation levels for the remaining executive officers of the Company. The Executive Compensation Committee also oversees the administration of the Company’s executive compensation programs, and reviews and evaluates compensation arrangements to assess whether they could encourage undue risk taking. In fulfilling its responsibilities, the Executive Compensation Committee may retain a consultant. For a discussion concerning the process and procedures for the consideration and determination of executive compensation and the role of executive officers and compensation consultants in determining or recommending the amount or form of compensation, see “Compensation Discussion and Analysis” beginning on page 15 of this Proxy Statement.

Committee on Directors and Governance. The Committee on Directors and Governance presently consists of 5 directors. The Committee on Directors and Governance met 3 times during 2011. The Committee on Directors and Governance develops policy on the size and composition of the Board, criteria for Director nomination, procedures for the nomination process, and compensation paid to Directors. The committee identifies and recommends candidates for election to the Board. Each member of the Committee on Directors and Governance meets the independence requirements of the New York Stock Exchange and the Company’s corporate governance guidelines.

Finance Committee. The Finance Committee presently consists of 5 directors. The Finance Committee met 4 times during 2011. The Finance Committee, among other things, advises the Board regarding the capital structure of the Company, the Company’s dividend policy, and the investment managers and policies relating to the Company’s defined benefit plans. Each member of the Finance Committee meets the independence requirements of the New York Stock Exchange and the Company’s corporate governance guidelines.

Board Leadership Structure

The Company is focused on strong corporate governance practices and values independent Board oversight as an essential component of strong corporate performance to enhance stockholder value. The Company’s commitment to independent oversight is demonstrated by the independence of all directors, except our Chairman. In addition, as discussed above, all of the members of the Board’s Audit Committee, Finance Committee, Executive Compensation Committee, and Committee on Directors and Governance are independent.

The Chairman and Chief Executive Officer roles reside in one individual, Martin R. Benante. The Board believes at this time it is in the best interests of the Company and its stockholders for one person to serve as Chairman and Chief Executive Officer. Serving as Chief Executive Officer for the past 12 years, Mr. Benante possesses in-depth knowledge of the Company and its industries, as well as the issues, opportunities, and challenges it faces. Thus, he is best positioned to provide direction and highlight issues that ensure the Board of Directors’ time and attention are focused on the most critical matters. In addition, the Board has determined that this leadership structure is optimal because it believes that having one leader serving as both Chairman and Chief Executive Officer fosters decisive leadership, accountability, effective decision-making, and alignment on corporate strategy. Having one person serve as Chairman and Chief Executive Officer also enhances the Company’s ability to communicate its message and strategy clearly and consistently to its stockholders, employees, customers, and suppliers. In light of Mr. Benante’s knowledge of the Company’s business and industries, and his experience successfully navigating the Company through both strong and challenging periods, his ability to speak as both Chairman and Chief Executive Officer provides the Company with strong unified leadership.

Mr. Benante fulfills his responsibilities in chairing the Board through close interaction with the lead Director. The Board appoints a lead Director for each non-employee Director executive session on a rotating basis. This Board leadership structure works effectively for the Company as demonstrated by the Company’s growth and performance. The Board has structured the role of its lead Director to strike an appropriate balance between well-focused and independent leadership on the Board. The lead Director serves as the focal point for independent Directors regarding resolving conflicts with the Chief Executive Officer, or other independent Directors, and coordinating feedback to the Chief Executive Officer on behalf of independent Directors regarding business issues and Board management. The lead Director is expected to foster a cohesive Board that supports the Chief Executive Officer’s ultimate goal of creating stockholder value. In this regard, the lead Director’s responsibilities include convening and presiding over executive sessions attended only by non-employee Directors, communicating to the Chief Executive Officer the substance of discussions held during those sessions to the extent requested by the participants, serving as a liaison between the Chairman and the Board’s independent Directors on sensitive issues, consulting with the Chairman on meeting schedules and agendas including the format and adequacy of information the Directors receive and the effectiveness of the meeting process and presiding at meetings of the Board in the event of the Chairman’s unavailability.

The Board believes this governance structure and these practices ensure that strong and independent directors will continue to effectively oversee the Company’s management and key issues related to long-term business plans, long-range strategic issues, risks, and integrity.

Board Role in Risk Oversight

The Board of Directors oversees risk to help ensure a successful business at the Company. While the Chairman and Chief Executive Officer, Co-Chief Operating Officers, Chief Financial Officer, and other members of the Company’s senior leadership team are responsible for the day-to-day management of risk, the Board of Directors is responsible for appraising the Company’s major risks and ensuring that appropriate risk management and control procedures are in place.

The Company relies on a comprehensive risk management process to aggregate, monitor, measure, and manage risk. The risk management process is designed to enable the Board to establish a mutual understanding with management of the effectiveness of the Company’s risk management practices and capabilities, to review the Company’s risk exposure and to elevate certain key risks for discussion at the Board level. The Company’s risk management process is overseen by its Chief Risk Officer. The Chief Risk Officer regularly updates the Audit Committee on the Company’s risk management process. The Chairperson of the Audit Committee then reports to the full Board on the risks associated with the Company’s operations.

While the Board has the ultimate oversight responsibility for risk management processes, various committees of the Board composed entirely of independent directors also have responsibility for some aspects of risk management. The Audit Committee of the Board, acting pursuant to its written charter, serves as the principal agent of the Board in fulfilling the Board’s oversight of risk assessment and management. The Audit Committee also performs a central oversight role with respect to financial reporting and compliance risks. The Executive Compensation Committee considers risks in connection with its design of compensation programs for the Company’s employees, including the executive officers. The Finance Committee is responsible for assessing risks related to financing matters such as pension plans, capital structure, and equity and debt issuances. The Committee on Directors and Governance oversees risk related to the Company’s overall governance, including Board and committee composition, Board size and structure, Director independence, ethical and business conduct, and the Company’s corporate governance profile and ratings.

The Board and its committees are kept informed by various reports on risk identification and mitigation provided to them on a regular basis, including reports made at the Board and Committee meetings by management. For example, the Company’s Chief Risk Officer and internal audit function maintain oversight over the key areas of the Company’s financial processes and controls, and report periodically directly to the Audit Committee for the purpose of assessing and evaluating major strategic, operational, regulatory, information management, and external risks in the Company’s

business. The Audit Committee then reviews with management such risks and the steps management has taken to monitor, mitigate, and control such risks.

The Board believes that its leadership structure facilitates its oversight of risk by combining Board committees and majority independent Board composition with an experienced Chairman and Chief Executive Officer who has detailed knowledge of the Company’s business, history, and the complex challenges it faces. The Chairman and Chief Executive Officer’s in-depth understanding of these matters and involvement in the day-to-day management of the Company positions him to promptly identify and raise key risks to the Board and focus the Board’s attention on areas of concern. The independent committee chairs and other Directors also are experienced professionals or executives who can and do raise issues for Board consideration and review, and are not hesitant to challenge management. The Board believes there is a well-functioning and effective balance between the non-management Directors and the Chairman and Chief Executive Officer that enhances risk oversight.

Stockholder Recommendations and Nominations for Directors

Stockholder Recommendations. The Committee on Directors and Governance will consider stockholder recommendations for Director nominees. A stockholder desiring the committee to consider his or her Director recommendation should deliver a written submission to the Committee on Directors and Governance in care of the Corporate Secretary, Curtiss-Wright Corporation, 10 Waterview Boulevard, Second Floor, Parsippany, New Jersey 07054. Such submission must include:


(1)				the name and address of such stockholder,

(2)				the name of such nominee,

(3)				the nominee’s written consent to serve if elected,

(4)				documentation demonstrating that the nominating stockholder is indeed a stockholder of the Company, including the number of shares of stock owned,

(5)				a representation (i) that the stockholder is a holder of record of the stock of the Company entitled to vote at such meeting and whether he or she intends to appear in person or by proxy at the meeting, and (ii) whether the stockholder intends or is part of a group that intends to deliver a proxy statement to the Company’s stockholders respecting such nominee or otherwise solicit proxies respecting such nominee,

(6)				a description of any derivative instruments the stockholder owns for which the Company’s shares are the underlying security or any other direct or indirect opportunity the stockholder has to profit from any increase or decrease in the value of the Company’s stock,

(7)				a description of the extent to which the stockholder has entered into any transaction or series of transactions, including hedging, short selling, borrowing shares, or lending shares, with the effect or intent to mitigate loss to or manage or share risk or benefit of changes in the value or price of share of stock of the Company for, or to increase or decrease the voting power or economic interest of, such stockholder with respect to any shares of stock of the Company,

(8)				a description of any proxy, contract, arrangement, understanding, or relationship under which the stockholder has a right to vote any of shares of stock of the Company or influence the voting over any such shares,

(9)				a description of any rights to dividends on the shares of stock of the Company the stockholder has that are separated or separable from the underlying shares of stock of the Company,

(10)				a description of any performance-related fees (other than asset-based fee) the stockholder is entitled to based on any increase or decrease in the value of the shares of stock of the Company or related derivative instruments,

(11)				to the extent known, the name and address of any other stockholder supporting the nomination on the date of the stockholder’s submission of the nomination to the Committee on Directors and Governance,


(12)				any information relating to the nominee and his or her affiliates that would be required to be disclosed in a proxy solicitation for the election of Directors of the Company pursuant to Regulation 14A under the Securities Exchange Act of 1934, and

(13)				a description of all direct and indirect compensation, and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships between such nominating stockholder or beneficial owner, if any, on the one hand, and the nominee and his or her respective affiliates or associates, or others acting in concert therewith, on the other hand.

In addition, such submission must be accompanied by a written questionnaire with respect to the background and qualification of the nominee and the background of any other person or entity on whose behalf the nomination is being made. Further, the nominee must also provide a written representation and agreement that such nominee (i) is not and will not become party to (x) any agreement, arrangement or understanding as to how such prospective nominee will act or vote on any issue or question that has not been disclosed to the Company, or (y) any agreement, arrangement or understanding as to how such prospective nominee will act or vote on any issue or question that could limit or interfere with such nominee’s ability to comply with such nominee’s fiduciary duties, (ii) is not and will not become party to any agreement, arrangement or understanding with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director, that has not been disclosed to the Company, and (iii) in such person’s individual capacity and on behalf of any beneficial owner on whose behalf the nomination is being made, would be in compliance with all applicable corporate governance, conflict of interest, confidentiality, and stock ownership and trading policies and guidelines of the Company. The Committee may require additional information from the nominee to perform its evaluation.

In its assessment of each potential nominee, the Committee on Directors and Governance will review the nominee’s judgment, experience, independence, and understanding of the Company’s business; the range of talent and experience already represented on the Board; and such other factors that the committee determines are pertinent in light of the current needs of the Company. The committee will also take into account the ability of a nominee to devote the time and effort necessary to fulfill his or her responsibilities as a Company Director.

The Committee on Directors and Governance does not have a formal written policy with regard to considering diversity in identifying nominees for directors, but when considering director candidates it seeks individuals with backgrounds and qualities that, when combined with those of the Company’s other directors, provide a blend of skills, experience, and cultural knowledge that will further enhance the Board’s effectiveness. Diversity considerations for a director nominee may vary at any time according to the particular areas of expertise being sought as a complement to the existing Board composition. When the need arises, the Company engages independent search firms to identify potential director nominees according to the criteria set forth by the Committee and assist the Committee in identifying and evaluating a diverse pool of qualified candidates.

The Committee on Directors and Governance annually evaluates the performance of the Board, each of the committees, and each of the members of the Board. It also reviews the size of the Board and whether it would be beneficial to add additional members and/or any new skills or expertise, taking into account the overall operating efficiency of the Board and its committees. If the Board has a vacancy, or if the Committee determines that it would be beneficial to add an additional member, the Committee will take into account the factors identified above and all other factors which the Committee in its best judgment deems relevant at such time.

Stockholder Nominations. A stockholder desiring to nominate a person as Director should deliver a written submission in accordance with the Company’s By-laws to the Corporate Secretary, Curtiss-Wright Corporation, 10 Waterview Boulevard, Second Floor, Parsippany, New Jersey 07054. Such submission must include the items listed above under “Stockholder Recommendations and Nominations for Directors”. Stockholder submissions for Director nominees at the 2013 annual meeting of stockholders must be received by the Corporate Secretary of the Company no later than February 5, 2013 and no earlier than January 6, 2013. Nominee recommendations that are made by stockholders in

accordance with these procedures will receive the same consideration as recommendations initiated by the Committee on Directors and Governance.

The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report by reference therein.

Audit Committee Report

The Audit Committee of the Company’s Board of Directors consists of five non-employee directors, each of whom the Board has determined (i) meets the independence criteria specified by the Securities and Exchange Commission and the requirements of Sections 303A.07(a) and applicable sections of the New York Stock Exchange listing standards and (ii) is financially literate in accordance with the requirements of Section 303A.07(b) of the New York Stock Exchange listing standards. The Audit Committee annually reviews and reassesses its written charter, as well as selects and retains the Company’s independent registered public accounting firm.

Management is responsible for the financial reporting process, including its system of internal controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. Our independent accountants are responsible for auditing those financial statements. The Audit Committee is responsible for monitoring and reviewing these processes. The Audit Committee does not have the duty or responsibility to conduct auditing or accounting reviews or procedures. None of the members of the Audit Committee may be employees of the Company. Additionally, the Audit Committee members may not represent themselves to be accountants or auditors for the Company, or to serve as accountants or auditors by profession or experts in the fields of accounting or auditing for the Company. Therefore, the Audit Committee has relied, without independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles in the United States of America and on the representations of the independent accountants included in their report on the Company’s financial statements.

The oversight performed by the Audit Committee does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the discussions that the Audit Committee has with management and the independent accountants do not assure that the financial statements are presented in accordance with generally accepted accounting principles, that the audit of the financial statements has been carried out in accordance with generally accepted auditing standards, or that our independent accountants are in fact “independent.”

As more fully described in its charter, the Audit Committee is responsible for overseeing the internal controls and financial reporting processes, as well as the independent audit of the financial statements by the independent registered public accounting firm, Deloitte & Touche LLP. As part of fulfilling its responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements for fiscal year 2011 with management and discussed with management the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee also discussed with Deloitte & Touche LLP the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T. The Audit Committee has also discussed and considered the independence of Deloitte & Touche LLP with representatives of Deloitte & Touche LLP, reviewing as necessary all relationships and services that might bear on the objectivity of Deloitte & Touche LLP, and received the written disclosures and the letter required under Rule 3526 of the PCAOB (Communications with Audit Committees Concerning Independence) from Deloitte & Touche LLP. The Audit Committee provided to Deloitte & Touche LLP full access to the Audit Committee to meet privately and Deloitte & Touche LLP was encouraged to discuss any matters they desired with the Audit Committee and/or the full Board of Directors.

The opinion of Deloitte & Touche LLP is filed separately in the 2011 Annual Report on Form 10-K and should be read in conjunction with the reading of the financial statements.

Based upon the Audit Committee’s review and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements and footnotes be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, for filing with the Securities and Exchange Commission.

AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS

Dr. William W. Sihler, Chairperson
Dean M. Flatt
S. Marce Fuller
Robert J. Rivet
Albert E. Smith

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis (“CD&A”) details the Executive Compensation Committee’s (“Committee”) decisions regarding the compensation programs and practices as they relate to the Company’s Named Executive Officers (“NEOs”). In 2011, the Company’s NEOs were Martin R. Benante, Chief Executive Officer, Glenn E. Tynan, Chief Financial Officer, David J. Linton, Co-Chief Operating Officer, David C. Adams, Co-Chief Operating Officer, and Thomas P. Quinly, Vice President. This CD&A includes:

•

An Executive Summary, which includes the Committee’s Response to Stockholders May 2011 “Say on Pay” Vote;

•

2011 Compensation Components and Company performance; and

•

2011 Compensation Decisions and How Those Decisions Were Made.

Executive Summary

At the 2011 annual meeting of stockholders held on May 6, 2011, the stockholders were presented an opportunity to vote on an advisory basis with respect to the compensation of the Chief Executive Officer and the other NEOs (commonly known as “Say on Pay”). Stockholder votes with respect to this proposal were: 14,525,332 for and 20,691,689 against, with 4,078,101 abstaining. There were also 3,898,133 broker non-votes with respect to the proposal. The stockholders were also presented with an advisory vote with respect to how often a Say on Pay vote should occur with a choice between every one, two or three years. A majority of the voting shares were voted in favor of holding the advisory vote on an annual basis, as recommended by the Board of Directors and, in accordance with this stockholder preference, the Board of Directors determined that advisory votes will be held on an annual basis. Accordingly, the next Say on Pay vote after this 2012 annual meeting of stockholders will take place at the Company’s 2013 annual meeting of stockholders.

Committee’s Response to 2011 Say on Pay Vote

As a result of the 2011 Say on Pay vote, the Committee took immediate action by delaying pay raises for the NEOs until such time the Committee could evaluate the compensation program. Additionally, certain members of our management team held meetings with our major stockholders and stockholder advisory groups to discuss their specific concerns and seek input on the Company’s executive compensation program. The Committee and management met frequently to review, consider, and respond to the stockholder concerns with the executive compensation plan design and philosophy. Additionally, the Committee obtained feedback, advice, and recommendations on compensation best practices from its independent external compensation consultant, Pay Governance LLC. The Committee also reviewed the Company’s performance, the compensation practices of its peers and compensation surveys and other materials regarding general and executive compensation. The culmination of these activities occurred on October 14, 2011 when the Company conducted a webcast to discuss proposed compensation plan changes and obtained further stockholder feedback.

As a result of the feedback, a new compensation program for executives and other compensation changes set forth in the table below were adopted by our Board of Directors in November 2011.

Key features and changes to the compensation program for executives are:


Stockholder Concerns	Prior Approach		Changes to Executive Compensation Program
Executive Compensation philosophy	•	Targeted 75th percentile of market	•	Target pay at 50th percentile (P50) for appropriately sized market data and our selected peer group
NEO pay levels	•	Targeted 75th percentile of market	•	CEO’s annual and long-term incentive targets moved to market P50 immediately
			•	Other executives’ annual and long-term incentive targets moved downward toward market P50 for 2012 and fully at P50 within 2 to 3 years
			•	Current salaries will not increase for two years if they exceed 60th percentile of market data for comparable-sized companies
Use of relative peer group performance and Total Stockholder Return as a performance goal	•	Performance share awards have a relative peer performance component	•	Relative total stockholder return comprised 30% of long-term incentive grant made in November 2011
			•	Will use relative peer performance in setting specific performance goals for annual and long-term incentive plans
Weight of discretionary measures, i.e. qualitative individual performance in annual incentive plan	•	Weighted 60% quantitative company performance and 40% qualitative individual performance	•	For the 2012 annual incentive compensation award, reduced qualitative individual goal weight to 20% from 40% and shifted cash flow objective to quantitative Company performance objective
			•	Weighted 80% quantitative company performance (adjusted operating income and cash flow for 2012) and 20% qualitative individual performance
Use of four long-term incentive vehicles	•	Long-term incentive mix included stock options, restricted stock, performance shares, and long- term incentive cash	•	Eliminated stock options for the 2011 November long-term incentive compensation award to reduce burn rate
			•	For NEOs, the November 2011 grant date long-term incentive mix was: restricted stock units (30%), performance shares (30%), and long-term cash based performance units (40%)
			•	Restricted stock units will continue to have a minimum three year cliff vesting period
Share usage	•	Use of equity awards exceed a burn rate of 3%	•	Elimination of stock options and lower long-term executive incentive targets will reduce the Company’s burn rate
			•	On a pro-forma basis, these actions will reduce our burn rate to below 2% for the near term future
			•	Going forward, the Company is committed to maintaining a burn rate within an industry acceptable range
CEO change-in-control agreement	•	Included single trigger “walk away right”	•	CEO voluntarily forfeited his single trigger “walk away right” effective immediately

These changes respond to stockholder concerns and implement the Committee’s new compensation philosophy. As detailed above, the Company addressed stockholder concerns by implementing the following changes: (i) modified its compensation philosophy to target the 50th percentile in compensation and performance, (ii) reduced target award levels, (iii) added relative peer performance to annual and long-term incentive plans, (iv) increased the weight for quantitative goals for the 2012 annual incentive plan, (v) eliminated the use of stock options in its long term incentive plan, and (vi) committed to maintaining a burn rate within an industry acceptable range. Because the Company awards its long-term incentives in November, the actions discussed above relate to the setting of the November 2011 grant date award, which covers the performance period January 1, 2012 to December 31, 2014. Other actions, such as changes to the annual incentive plan, relate to the 2012 performance period and are not reflected in 2011’s annual incentive compensation payments.

Other than freezing salaries for the CEO and all other NEO’s in 2011, the changes made to the executive compensation program were implemented on a prospective basis, effective November 2011. Because the changes are prospective, and not retrospective, the changes do not affect awards made in previous years. Incentive compensation awards granted on or after November 2011 are based on Company performance starting in 2012 and subsequent years, as applicable. Therefore, the total compensation amounts shown in the Summary Compensation Table below include amounts not only for the new grants (to be paid as earned in the future), but also for payouts of awards made under the prior executive compensation program, which are the majority of the total amounts shown in that table. This is pointed out to underscore the fact that the current and future executive compensation program is much different than the past one, but the amounts reported still reflect certain payouts made under the old program.

Impact of Committee’s Decision on 2012 Targeted NEO Pay

Considering 2011 versus 2012 base salary, target bonus, and target long-term incentive grant date values, total compensation levels have been reduced for each NEO that were disclosed in last year’s proxy statement to implement our new compensation philosophy as set forth in the table below.


NEO	Year			Base Salary			Target Bonus						Grant Date Long-Term Incentive Value						Total Compensation			% Change
NEO	Year			Base Salary			% of salary			Value			% of salary			Value			Total Compensation			% Change
Mr. Benante		2011			$	970,000		105.0	%		$	1,018,500		375.0	%		$	3,637,500		$	5,626,000
		2012	*		$	970,000		105.0	%		$	1,018,500		285.0	%		$	2,764,500		$	4,753,000		-16	%
Mr. Tynan		2011			$	517,000		80.0	%		$	413,600		250.0	%		$	1,292,500		$	2,223,100
		2012	*		$	517,000		75.0	%		$	387,750		210.0	%		$	1,085,700		$	1,990,450		-10	%
Mr. Linton		2011			$	590,700		90.0	%		$	531,630		260.0	%		$	1,535,820		$	2,658,150
		2012	*		$	590,700		85.0	%		$	502,095		240.0	%		$	1,417,680		$	2,510,475		-6	%
Mr. Adams		2011			$	563,700		90.0	%		$	507,330		260.0	%		$	1,465,620		$	2,536,650
		2012	*		$	563,700		85.0	%		$	479,145		240.0	%		$	1,352,880		$	2,395,725		-6	%
Mr. Quinly (1)		2011			$	400,000		75.0	%		$	300,000		195.0	%		$	780,000		$	1,480,000
		2012	*		$	411,000		75.0	%		$	308,250		195.0	%		$	801,450		$	1,520,700		3	%

Anticipated 2012 targets

(1)

Mr. Quinly was not a NEO in 2010.

Company Performance

The Committee believes the cash incentive compensation payouts made in fiscal 2011 to the NEOs reflect the Company’s commitment to pay for performance. In fiscal year 2011, the Company on a consolidated basis and each of its Motion Control and Metal Treatment operating segments performed above their respective adjusted operating income targets. The Company’s Flow Control operating segment performance fell below its adjusted operating income target. This affected awards earned in the Company’s annual incentive compensation plan as more fully described in the “Annual Incentive Compensation” section of this Proxy Statement. For fiscal years 2009-2011, the three-year period that

determined cash awards under the Company’s long-term incentive plan, the Company and each of its operating segments three-year average annual sales growth fell below their respective targets. This affected cash awards earned in the Company’s long-term incentive plan as more fully described in the “Long-Term Incentive Program” section of this Proxy Statement.

Compensation Philosophy

The Company’s compensation philosophy and objectives as established by the Committee include:

•

Offering an executive compensation program that is competitive and that helps us attract, motivate and retain top performing executives;

•

Targeting pay levels at 50th percentile of comparable companies within our broad industries;

•

Linking compensation to performance through a pay-for-performance philosophy that includes a significant portion of our NEO’s compensation tied to achievement of strategic financial goals; and

•

Aligning interests of our executives and stockholders through equity-based compensation and share ownership guidelines. A significant portion of our equity-based compensation is variable, based on defined performance goals linked to our corporate strategy with an emphasis on relative total stockholder return.

2011 Compensation Components and Company Performance

The table below details each of our 2011 compensation components, its purpose, and relationship to our compensation philosophy. When establishing the various forms and levels of compensation, the Company considers each element collectively and individually to assure that overall total compensation is appropriate in their view. The Committee also considers realized compensation when comparing company performance.


Compensation Component	Purpose		Relationship to Compensation Philosophy
Base Salary	•	Provides fixed compensation based on NEO’s responsibility level and position held	•	Necessary to attract and retain NEOs
Annual Incentive Compensation	•	Motivates and rewards NEOs for achieving annual business objectives that are linked to the Company’s overall business strategy	•	Motivates NEOs to achieve financial and other goals
			•	Aligns potential incentive payments with stockholder interests
Long-Term Incentive Program	•	Motivates and rewards NEOs for achieving long-term business objectives that are linked to the Company’s overall business strategy and performance and return to stockholders	•	Motivates NEOs to achieve financial goals that drive total stockholder return
			•	Promotes stock ownership and aligns potential incentive payments with stockholder interests
Employee Stock Purchase Plan	•	Allows NEOs (and substantially all full time employees) the ability to set aside money to purchase shares of the Company	•	Promotes stock ownership and aligns employees with stockholder interests
Executive Deferred Compensation Plan	•	Permits NEOs to defer compensation in excess of 401(k) statutory limits for tax advantaged savings	•	Supportive to attract and retain NEOs
Restoration (Pension) Plans	•	Promotes long-term retention of key executives by providing a cash payment upon retirement	•	Supportive to attract and retain NEOs
Executive Perquisites	•	Provides a business-related benefit to our Company and assists with attracting and retaining executive talent	•	Supportive to attract and retain NEOs
Post-Employment Agreements	•	Delivers temporary income following a NEO’s involuntary termination of employment. In the case of change in control, permits continuity of management	•	Supportive to attract and retain NEOs

Base Salary

Base salary is intended to compensate the NEOs for performance of core job responsibilities and duties. The Company seeks to attract and retain executive talent by offering competitive base salaries. The Company recognizes that similar rates of base salary are almost universally provided at other companies or the general markets with which the Company competes for talent. Base salary is an essential part of the Company’s executive compensation program because it provides executives with a consistent and predictable level of cash compensation that does not fluctuate with annual performance and is generally market competitive. Keeping base salary within a competitive range is a key factor in retaining our executives. Base salary relates to other components of the Company’s executive compensation program in that it is included in the formulae used to determine annual incentive compensation, long-term incentive compensation, retirement benefits, severance protection, and change-in-control benefits (each described below).

The Committee evaluates executive officer salaries annually and makes recommendations to the Board that reflect competitive market data, the NEOs’ individual performance, and the core responsibilities within the Company. The Committee also considers the recommendations of its independent external compensation consultant as to the appropriate target salary levels for the NEOs and the acceptable range of salaries above and below the statistical market data median. As discussed above, the Committee currently targets the NEOs’ base salaries at the 50th percentile of the Company’s relevant market data.

Due to the recent change in compensation philosophy, base salaries for the NEOs’ set forth in last year’s proxy statement were not increased in 2011 and will not be increased in 2012 unless the NEO has a significant change in job responsibilities.

Annual Incentive Compensation

Consistent with the principle that the NEOs should be motivated to achieve results that improve stockholder value, the Company believes that an important portion of the overall cash compensation for the NEOs should be contingent upon the successful achievement of certain annual corporate financial and individual goals and objectives.

Annual incentive compensation is an essential part of the Company’s compensation program because it rewards the NEOs for achievement of short-term business and individual performance goals. Unlike base salaries, annual incentive compensation awards are not predictable and vary with performance as measured against goals. The annual incentive compensation is intended to motivate executives to accomplish objectives that support strong annual operating and financial performance for the Company. Annual incentive compensation relates directly to certain other components of the Company’s executive compensation program. For example, annual incentive compensation is included in the formulae used to determine some retirement benefits and change-in-control benefits (each described below).

For 2011, the NEOs participated in the 2005 Curtiss-Wright Modified Incentive Compensation Plan, as amended (“MICP”), approved by the Company stockholders in May 2006. As discussed above, the NEOs incentives are targeted at the 50th percentile of the relevant market data, and payout is tied to the attainment of annual corporate financial and individual goals and objectives. Annual financial performance goals are developed through an iterative process including the Company’s five year strategic plan, annual budgeting, and the Company’s compensation structure. Financial performance targets are established using industry norms, historical trend information, various economic and market data, and profit margins and sales forecasts. Individual goals are developed independently between the respective NEO and the CEO, and then presented along with their rationale to the Committee for consideration and approval. The CEO’s individual goals are established with the Committee’s input and approval while the Board approves the other NEOs individual goals. An individual’s goals are tied to strategic business needs for the coming year.

Early each year, Mr. Benante submits his proposed personal goals and objectives to the Committee for that year for discussion and approval. The Committee then reviews these goals and objectives in connection with the Company’s short term objectives as set forth in the Company’s strategic plan. The Committee provides Mr. Benante with his approved goals, which are then flowed down to the other NEOs, and subsequently submitted and approved by the Committee and the Board by March 31st of the performance year. The Committee believes that this approach provides consistency and continuity in the execution of the Company’s short term goals as well as a strategic tie to the accomplishment of the Company’s long-term objectives.

In regard to the corporate performance goals, the Committee may consider a number of performance measures such as: operating income; net earnings; earnings growth; earnings per share; net sales (including net sales growth); gross profits or net operating profit; cash flow; revenue growth; attainment of strategic or operational initiatives; and cost containment or reductions. Any performance measure may be used to measure the performance of the Company and any of its affiliates as a whole, to measure any business unit thereof or any combination thereof, or to measure the performance of any of these compared to the performance of a group of comparable companies, or a published or special index, in each case that the Committee, in its sole discretion, deems appropriate. In no event may

awards for participants be increased on a discretionary basis; however, the Committee does have the discretion to decrease the amount of any award paid to any participant under the MICP.

Key Changes to the 2012 Annual Incentive Compensation Design

As discussed above, in response to stockholder concerns, beginning with the 2012 award cycle, the 2012 annual incentive plan will be 80% quantitative and 20% qualitative. For Messrs. Benante and Tynan, the quantitative portion will be based on reported operating income and cash flow relative to the Company’s selected peer group, and for the other NEOs based on a combination of above and the attainment of pre-approved (budgeted) adjusted operating income for their respective business segments. The Committee will review with management if any adjustments to the reported operating income or cash flow are appropriate. Any adjustments would be consistently applied to the entire peer group. The qualitative portion will be similar to the 2011 annual incentive plan design.

2011 Annual Incentive Compensation Design and Payout

For the 2011 annual incentive plan, sixty percent (60%) of the award was based on the attainment of a pre-approved (budgeted) adjusted operating income (“AOI”) goal and forty percent (40%) was based on individual performance-based objectives, which included a quantitative cash flow goal for the NEO’s applicable business segment. The Committee, in consultation with management, selected pre-approved AOI as the sole financial performance goal for MICP because it:

•

Requires management to both increase revenues and profitability;

•

Is understandable, measurable, and reflects management’s performance;

•

Is a key driver of Company growth and linked to our business strategy; and

•

Is correlated with the Company’s total stockholder return.

The Committee and Board of Directors approve adjustments to the Company’s operating income, including removal of expenses for amortization for intangibles as well as the current year’s incentive compensation plan expense. These adjustments ensure that management makes decisions based on the best interests of the Company rather than the possible effects on compensation. Messrs. Benante and Tynan were tied to total Corporate AOI. Mr. Linton was tied to the AOI for the Flow Control business segment (75%) and total Corporate AOI (25%). Mr. Adams was tied to the AOI for the Motion Control business segment (50%), Metal Treatment business segment (25%), and total Corporate (25%). Mr. Quinly was tied to the AOI for the Motion Control segment (75%) and total Corporate AOI (25%). For 2011, the target range of AOI performance was:


AOI Range of Performance	Flow Control			Motion Control			Metal Treatment			Total Corporate
Threshold		$	112,250,000		$	76,768,000		$	19,486,000		$	123,842,000
Target		$	172,693,000		$	118,104,000		$	34,167,000		$	264,861,000
Maximum		$	214,697,000		$	144,882,000		$	41,001,000		$	331,039,000

For 2011, the potential range of value delivered to each participant is based on a threshold performance level below which no incentive is paid, a target level of performance at which the full target incentive is paid, and a maximum performance level at which the maximum incentive is paid. The threshold performance payout level is set at approximately 65% of the target performance payout level and the maximum payout performance level is set at 200% of the target performance level. Payouts are proportional to the participant’s individual performance against his or her pre-established goals and the Company’s performance against its pre-established financial goals.

The individual objectives are generally measurable and weighted as appropriate to their relative importance to the success of the Company. Individual objectives can be quantitative such as cash flow for the operations of the NEO’s applicable business segment and more subjective such as succession planning and business development. They reflect management’s strategy to facilitate short-term objectives. The Committee reviews each NEO’s performance against his or her goals and objectives. Each NEO was provided a rating between “1” and “5” for each stated goal and objective, with a “3” equating to 100% achievement, while a “5” represents 200% achievement and a “2” represents 50% (threshold) achievement. A participant is given 0% achievement for any rating less than a “2”. Each rating was multiplied by its weighting and then averaged for an overall rating. The overall rating was then multiplied against 40% of the NEO’s target award to derive a payout.


Goal	Mr. Benante					Mr. Tynan					Mr. Linton					Mr. Adams					Mr. Quinly
	Weight			Rating		Weight			Rating		Weight			Rating		Weight			Rating		Weight			Rating
Increase Cash Flow		25	%		3.4		15	%		3.4		25	%		3.6		25	%		2.9		25	%		3.0
Business Development							25	%		3.0
Strategic Initiatives		10	%		3.3							15	%		3.0		25	%		3.4		25	%		3.9
Market Improvement Initiatives																	25	%		4.3		25	%		3.5
Leadership Development		15	%		3.6							15	%		3.5		20	%		4.0		20	%		4.0
Cost Reductions		40	%		3.9							35	%		4.0
Finance Transformation							15	%		4.0
Investor Relations Transformation							30	%		4.0
IT Transformation							15	%		3.6
Safety		5	%		3.6							10	%		3.0
Support Global Risk Management Program		5	%		3.5												5	%		3.5		5	%		4.0

In assessing the NEOs individual performance, the Committee was provided with detailed documentation substantiating individual performance against each individual objective. In awarding a rating to each NEO, the Committee analyzed this documentation and also takes into account the Company’s overall financial performance and individual assessments from the Chief Executive Officer. In assessing Mr. Benante’s performance against his individual goals, the Committee considered Mr. Benante’s leadership of the Company to achieve its 2011 strategic, operational, and financial performance objectives. The Committee recognized his effort to develop future leaders of the Company. In assessing Mr. Tynan’s performance against his individual goals, the Committee considered the Company’s improved financial performance as well as Mr. Tynan’s role in achieving the Company’s financial results such as by reducing costs through transforming the Company’s finance and information technology functions. In assessing Messrs. Linton, Adams and Quinly’s performance against their respective individual performance goals the Committee considered the strategic, operational, and financial performance of the respective business units managed by these NEOs. The Committee considered the magnitude of the organic growth and cash flow realized at each individual business unit and the content and quality of the management development programs developed as well as the number of employees trained through the programs. In addition, the Committee also considered the extent Mr. Linton, Mr. Adams, and Mr. Quinly developed and implemented plans to achieve cost reductions, and the extent they developed and implemented strategic plans to manage risk. Based on their achievements and corporate performance, the Committee determined that Mr. Benante as well as all the other NEOs achieved 130% of their individual performance objectives for an overall rating of 3.6.

The following table details the 2011 MICP payout to each NEO based on actual AOI for the Company as a whole and its operating segments in 2011 versus target and each NEOs 2011 individual performance rating.

MICP Formula

Payout = 60% of Target x Company Performance Rating + 40% of Target x Individual Rating

In no event may awards for participants be increased on a discretionary basis; however, the Committee does have the discretion to decrease the amount of any award paid to any participant under the MICP.


NEO	Goal	Weight	Actual Result	2011 MICP Payout as % of Target			2011 MICP Payout ($)
Mr. Benante	Total Corporate	60%	$296,791,527		145	%		$	886,095
	Individual Performance Rating	40%	3.6		130	%		$	529,620
			Total		139	%		$	1,415,715
Mr. Tynan	Total Corporate	60%	$296,791,527		145	%		$	359,832
	Individual Performance Rating	40%	3.6		130	%		$	215,072
			Total		139	%		$	574,904
Mr. Linton	Total Corporate	60% x 25%	$296,791,527		145	%		$	115,630
	Flow Control	60% x 75%	$163,200,354		90	%		$	215,310
	Individual Performance Rating	40%	3.6		130	%		$	276,448
			Total		114	%		$	607,388
Mr. Adams	Total Corporate	60% x 25%	$296,791,527		145	%		$	110,344
	Motion Control	60% x 50%	$125,685,705		125	%		$	190,249
	Metal Treatment	60% x 25%	$48,117,540		200	%		$	152,199
	Individual Performance Rating	40%	3.6		130	%		$	263,812
			Total		141	%		$	716,604
Mr. Quinly	Total Corporate	60% x 25%	$296,791,527		145	%		$	65,284
	Motion Control	60% x 75%	$125,685,705		125	%		$	168,839
	Individual Performance Rating	40%	3.6		130	%		$	156,083
			Total		130	%		$	390,207

Long-Term Incentive Program

The Company’s long-term incentive plan (“LTIP”) was designed to ensure the Company’s executive officers and key employees are focused on long-term stockholder value creation through equity and cash-based incentive compensation that rewards for longer term (i.e. three years or more) performance. The amounts of grants were driven by competitively based compensation data.

Key Changes to the 2012 Long Term Incentive Compensation Design

In November 2011, the Committee made LTIP grants for NEOs based on the new compensation program consisting of performance shares (“PSP”), cash-based performance units (“PUP”), and restricted stock units (“RSUs”). The Committee responded to stockholder concerns before making the November 2011 LTIP grants. As discussed above, compared to the November 2010 LTIP grants, the Committee: (i) eliminated stock options, (ii) incorporated the use of relative performance into the LTIP including the use of Total Stockholder Return, (iii) adjusted the award mix as set forth in the immediate table below, and (iv) established that RSUs will continue to have a minimum three year cliff vesting period. The Company used a balanced set of LTIP components to balance the multiple interests of stockholders and internal performance. The three components chosen each accomplish a different “mission” in terms of incentivizing NEO performance.


Long-Term Incentive Component (Weight)	Performance Condition/Vesting Schedule		Objective of Design
Performance shares (30%)	•	Three year relative total stockholder return	•	Aligns pay with Total Stockholder Return relative to our Peer Group
			•	Aligns NEOs with Total Stockholder Return
Cash-based performance units (40%)	•	Three year relative sales growth and three year relative return on capital	•	Internal goals linked to long-term business strategy with payouts based on relative peer group performance
	•	Goals are weighted equally	•	Use of cash addresses dilution concern
Restricted stock units (30%)	•	Cliff vest 100% on the third anniversary of the date of grant	•	Retention
			•	Stock ownership
			•	Aligns NEOs with total stockholder return

The Committee, in consultation with management, selected the above performance conditions for the PUP for the following reasons:

•

Requires management to both increase sales and manage invested capital;

•

Is understandable, measurable, and best reflects management’s performance;

•

Is a key driver of Company growth; and

•

Is correlated with the Company’s total stockholder return.

All share-based components of the LTIP grant are historically approved at the Company’s November Board of Directors meeting. The meeting date for this and all other regularly scheduled Board of Directors and Committee meetings are selected and approved approximately 18 months in advance, at the May Board of Directors meeting in the preceding year. The establishment of a grant date approximately 18 months in advance precludes the ability to “time” grants to coincide with a historically low share price.

In determining the 2011 LTIP grants, the Committee considered:

•

the stockholder concerns to more closely align pay and performance;

•

the 50th percentile levels of grants provided to similarly situated executives of the peer group and the Company’s comparable industry labor market;

•

potential effect that the efforts of the recipients could have on the growth and share value of the Company; and

•

overall contribution to revenue and profitability of the business.

In 2011, the total value of the LTIP grants (RSUs, PSPs, and PUPs combined) granted to the Company’s NEOs reflect the new compensation philosophy and equaled 285% of the salary for the CEO, 210% of the salary for the CFO, 240% for Messrs. Linton and Adams, and 195% for Mr. Quinly. If the NEOs deliver performance that achieves target levels, these percentages will result in vested values that approximate the 50th percentile of LTIP payments made by the Company’s peer group and general industry for comparable performance. LTIP grant values for the NEOs were allocated in the following manner: 30% in performance shares, 30% in restricted stock units, and 40% in cash-based performance units. The Committee established this allocation with the advice of the independent executive compensation consultant, to align the NEOs’ long-term interests with stockholder interests while at the same time balancing the need to reward the NEOs for achieving targeted long-term Company performance and to provide time-based retention grants.

2011 Long Term Incentive Compensation Payout

Long-term incentive compensation does have a relation to the other components of the Company’s executive compensation program in that the Committee looks at total direct compensation in determining market based compensation levels. However, equity-based long-term incentive compensation paid to a NEO is not included in retirement calculations. Awards of long-term incentive compensation do vest in the event of a change-in-control (as described below).

Performance Shares

PSP focus management on specific objectives relating to the Company’s three year average annual net income (“NI”) versus target and three year average annual net income as a percent of sales as compared to the same measure of performance in our peer group. PSP awards have a three-year performance period and vest upon the conclusion of the performance period, provided performance is within the acceptable range. The target annual income for the performance period 2009-2011 is set forth in the following table¹:


Entity	2009			2010			2011
Entity	Target			Target			Target
Motion Control		$	53,000,000		$	52,500,000		$	56,822,000
Flow Control		$	71,500,000		$	74,000,000		$	82,098,000
Metal Treatment		$	28,000,000		$	14,500,000		$	17,001,000
Total Corporate		$	124,000,000		$	107,500,000		$	109,147,000

The number of PSP granted is calculated by multiplying the total dollar value of the LTIP grant by the percentage of the grant allocated to PSP and dividing by 100% of the closing price of the Company’s common stock as reported on the New York Stock Exchange on the date of the grant. The payout for PSP for the performance period 2009-2011 is expected to take place in the second quarter of 2012. As of the date of this Proxy Statement, the Company is not able to calculate the amount of PSP to be paid to each NEO for the performance period 2009-2011 as publicly disclosed information of the performance of the Company’s peer group is not yet available.

PSP awards can have a value from 0% to 200% of the target grant. A 200% of target payout is achieved when the Company meets 150% NI versus budgeted target and achieves in the 90th percentile of NI as a percent of sales versus the Company’s peer group, and the threshold payout is met if the Company meets 50% NI versus budgeted target and achieves in the 50th percentile of NI as a percent of sales versus the Company’s peer group. The grant target is earned when the Company meets 100% NI versus budgeted target and achieves 75th percentile of NI as a percent of sales versus the Company’s peer group. Payouts in between these levels are substantially linear. There is no payout for performance below the 50th percentile of the Company’s peer group or NI below 50% of target. Unearned performance shares are forfeited. No dividends are paid or credited until awards are earned and shares are actually issued for the earned awards. There is no I.R.C. Section 83(b) election available for PSP awards because they are performance based.

In April 2011, a PSP payout was made on the 2007 PSP grants covering performance for the period 2008-2010. The amount of these awards was tied directly to the measures approved and communicated in 2007. The following table details the Company’s three-year average annual net income versus target for the performance period 2008-2010². In no event may awards for participants be increased on a discretionary basis; however, the Committee does have the discretion to decrease the amount of any award paid to any participant under the PSP if the Committee in its judgment determines that such action is warranted due to unusual events that cause higher than justifiable results.

¹ Adjustments were made following disclosure in the 2011 Proxy Statement to be consistent with adjustments made to other incentive based executive compensation plans.
² Adjustments were made following disclosure in the 2011 Proxy Statement to be consistent with adjustments made to other incentive based executive compensation plans.


Entity	2008 Net Income ($000s)									2009 Net Income ($000s)									2010 Net Income ($000s)									3-year Net Income Average
Entity	Actual			Target			Actual as % of Target			Actual			Target			Actual as % of Target			Actual			Target			Actual as % of Target			3-year Net Income Average
Motion Control		$	39,079,658		$	38,002,000		102.8	%		$	57,507,816		$	53,295,201		107.9	%		$	60,149,903		$	52,605,128		114.3	%		108	%
Flow Control		$	69,431,390		$	67,200,010		103.3	%		$	66,453,278		$	71,450,580		93.0	%		$	71,298,257		$	73,913,978		96.5	%		98	%
Metal Treatment		$	33,398,238		$	34,814,000		95.9	%		$	12,557,669		$	28,263,077		44.4	%		$	18,366,907		$	14,341,080		128.1	%		89	%
Total Corporate		$	117,903,627		$	117,518,138		100.3	%		$	105,289,841		$	124,067,088		84.9	%		$	122,030,906		$	107,624,187		113.4	%		100	%

The following table details results for the Company’s 2008-2010 NI as a percentage of sales versus peer group (“relative ROS”)³. Results are expressed as the Company’s percentile ranking versus the peer group.


Entity	2008			2009			2010			3-year Relative ROS Average
Total Corporate		57.9	%		50.5	%		51.6	%		53.3	%

The results of the three year average annual net income versus target and three year average relative ROS are then compared to a payout matrix and a payout result (%) is determined. Payout percentages that result are as follows:


	3 YR Avg. NI vs. Target %			3 YR Avg. Relative ROS			Payout %
Motion Control		108	%		53.3	%		83.01	%
Flow Control		98	%		53.3	%		77.30	%
Metal Treatment		89	%		53.3	%		72.80	%
Total Corporate		100	%		53.3	%		78.30	%

Messrs. Benante and Tynan are tied to the consolidated totals of NI as a percent of targeted NI while Messrs. Linton, Adams, and Quinly are tied to NI as a percent of targeted NI for their respective business units. Since peer proxy data are only available publicly for the consolidated NI and sales data, all participants are tied to consolidated corporate NI as a percent of sales versus the peer group.

As set forth in the table above, actual performance for the Company as a whole was 100% NI as a percent of targeted NI and 53.3 percentile NI as a percent of sales versus the peer group, resulting in a payout of 78.30% of target for Messrs. Benante and Tynan. Actual performance for the Flow Control Business Unit was 98% of NI as a percent of targeted NI resulting in a payout of 77.30% of target for Mr. Linton. Actual performance for the Motion Control Business Unit was 108% of NI as a percent of targeted NI resulting in a payout of 83.01% of target for Mr. Adams and Mr. Quinly. Shown below is the PSP payout table for the performance period 2008-2010:


	2008-2010 Target					Payout
						Payout %			US Dollar Value			Number of Shares
	US Dollar Value			Number of Shares
Benante		$	202,768		5,903		78.30	%		$	158,800		4,623
Tynan		$	171,200		4,984		78.30	%		$	134,068		3,903
Adams		$	190,849		5,556		83.01	%		$	158,457		4,613
Linton		$	202,768		5,903		77.30	%		$	156,773		4,564
Quinly		$	72,135		2,100		83.01	%		$	59,906		1,744

Restricted Stock Units

Executive officers are granted RSUs under the LTIP. As set forth above, the purpose of RSU grants is three-fold: It provides a vehicle for stock ownership, a means to ensure retention of the individual, and aligns the interests of the NEOs with total stockholder return. These grants cliff vest 100% on the third anniversary of the date of grant. The number of RSUs granted is calculated by multiplying the total dollar value of the LTIP grant by the percentage of LTIP grant allocated to RSUs

³ Adjustments were made following disclosure in the 2011 Proxy Statement to be consistent with adjustments made to other incentive based executive compensation plans.

and dividing by 100% of the closing price of the Company’s common stock as reported on the New York Stock Exchange on the date of the grant.

Cash-Based Performance Units

As set forth above, PUPs tie payout to the Company’s long-term financial performance relating to sales growth and return on capital. The PUPs have specific objectives relating to average annual sales growth targets and to average annual return on capital targets of the Company’s operating segments over a three-year period.

PUPs are an effective tool to drive performance outside of equity market influences that may or may not be related to actual company performance. By utilizing cash-based performance units, the Company balances long-term retention goals for senior management by providing a portion of long-term financial incentives tied to actual Company performance but removed from the fluctuation in stock market and stock price performance. The use of cash also reduces dilution to the Company’s existing stockholders. Thus, PUPs maintain their incentive value when the Company performs well irrespective of stock market volatility. The Company further believes that sales growth and a return on capital exceeding the cost of capital are long term drivers of stockholder value.

In February 2012, a PUP performance unit payout was made based on the 2008 performance unit grants covering performance for the period 2009-2011. The amounts of these awards were tied directly to the measures approved and communicated in 2008. The awards are listed in the Summary Compensation Table on page 39 of this Proxy Statement under the heading “Non-Equity Incentive Plan Compensation.” Awards were based upon achievement of targeted average compound annual sales growth (“CAG”) of 15% and average return on capital (“ROC”) target of 12%. Corporate payout for Messrs. Benante and Tynan is calculated based on a weighted average of the three business segment payouts using the sales weight average of the three year performance period while Messrs. Linton, Adams and Quinly are tied to the CAG and ROC for their respective business segments.

The following table details results for the Company’s 2009-2011 PUP payout. In no event may awards for participants be increased on a discretionary basis; however, the Committee does have the discretion to decrease the amount of any award paid to any participant under the PUP if the Committee in its judgment determines that such action is warranted due to unusual events that cause higher than justifiable results.⁴


	Business Segment	2008 Target Performance Units			Business Unit Performance						Payout Calculation
					Business Unit Performance						Payout Percent			Performance Unit Payout⁽⁴⁾
					“CAG”			“ROC”			Payout Percent			Performance Unit Payout⁽⁴⁾
Benante	Total Corporate		$	1,040,625		4	%		13	%		28	%		$	291,375
Tynan	Total Corporate		$	372,750		4	%		13	%		28	%		$	104,370
Adams	Motion Control		$	422,760		6	%		13	%		80	%		$	338,208
Linton	Flow Control		$	443,040		3	%		14	%		0	%		$	0
Quinly	Motion Control		$	204,750		6	%		13	%		80	%		$	163,800

Employee Stock Purchase Plan

The Company’s NEOs, along with substantially all other full time Company employees, are eligible to participate in the Curtiss-Wright Employee Stock Purchase Plan (“ESPP”). The purpose of the ESPP is to encourage employees of the Company and its subsidiaries to increase their ownership in the Company’s Common Stock. To achieve this purpose, the ESPP provides all participating employees with the opportunity to purchase the Company’s Common Stock through a payroll deduction at a 15% discount of the market value of the stock, unless (i) the employee owns more than 5% of the

⁴ Cash-based performance unit payout is tied to a two-axis matrix that defines specific percentage of target payout levels at various level of ROC and CAG performance. Minimum payout (63%) is achieved at 9% of ROC and 6% of CAG while maximum (203%) payout is achieved at greater than 24% of CAG and greater than 19% of ROC. Payouts in between these levels are substantially linear.

Company’s Common Stock or (ii) the employee is customarily employed for less than 20 hours per week. The ESPP is offered in six-month “offering periods” commencing on January 1 and July 1. At the end of each offering period, participant contributions are used to purchase a number of shares of common stock (subject to IRS limits), in an amount equal to 85% of the fair market value of the common stock on the last day of each offering period. An employee who elects to participate in the ESPP will have payroll deductions made on each payday during the six-month period.

Participants in the ESPP who are required to report their beneficial ownership under Section 16 of the Exchange Act are subject to blackout periods for sales of ESPP shares, which are limited to those periods during which there is a greater possibility that the Company’s insiders are in possession of material insider information, whether or not they are in fact in possession of such information. With respect to each fiscal quarter, the black-out period begins two weeks before the end of a fiscal quarter and ends on (and includes) the second business day after the Company’s earnings are released to the public. Blackout dates may change, as appropriate, from time to time at the discretion of the Board of Directors.

During 2011, the CEO and two of the other NEOs participated in the ESPP. Mr. Benante purchased 744 shares of Common Stock under the plan, Mr. Linton purchased 744 shares under the plan, and Mr. Quinly purchased 745 shares under the plan.

Executive Deferred Compensation Plan

The NEOs are also eligible to participate in the Company’s executive deferred compensation plan that allows participants to defer compensation in excess of certain statutory limits that apply to traditional and 401(K) pension plans. Each participant may defer up to 25% of their base salary; 50% of their annual performance bonus; and 50% of the cash portion of their long term cash award. The rate of interest is determined each year according to the average rate on 30-year Treasury bonds for November of the previous calendar year, plus 2.0%. Thus the rate fluctuates annually. The average 30-year Treasury bond rate for November 2010 was 4.19% and money in the Plan earned 6.19% for 2011. Earnings begin accruing upon deposit and are compounded daily. Earnings are posted to the participants account on the final day of each month. See, “Deferred Compensation Plans” section in this Proxy Statement. In 2011, the following NEOs participated in the executive deferred compensation plan: Messrs. Benante, Tynan, and Adams.

Pension Plans

Consistent with the Company’s philosophy that compensation should promote the long-term retention of key executives and be competitive with industry peers, the NEOs also participate in the Curtiss-Wright Corporation Retirement Plan (“Retirement Plan”) and the Curtiss-Wright Corporation Restoration Plan. The Company’s retirement plans integrate other components of the Company’s executive compensation program by generally including base salary and annual incentive compensation in determining retirement plan benefits.

The Retirement Plan is a tax qualified, defined benefit, trusteed plan. The Retirement Plan is made up of two separate benefits: (1) a traditional, final average pay formula component (this benefit was closed to new entrants as of February 1, 2010) and (2) a cash balance component. This plan is administered by an administrative committee appointed by the Company. Both plans are non-contributory and most employees participate in one or both of the benefits, including the NEOs. An eligible employee becomes a participant in the Retirement Plan on the date he or she completes one year of service with the Company. One year of service means a period of 12 consecutive months, beginning on the employee’s date of hire or on any subsequent January 1, during which the employee completes 1,000 hours of service. A participant becomes a vested participant after completing three years of service with the Company. Once a participant vests in their pension benefit they are entitled to a benefit at any time after termination of employment. If they receive payment of their traditional final pay benefit before their normal retirement date at age 65, their benefit will be reduced by 2% for each of the first five years and 3% for each of the next five years that their actual retirement precedes their normal retirement date at age 65. The reduction that applies to the benefit is larger if the participant has elected payment before age 55.

On September 1, 1994, the Company amended and restated the Retirement Plan, and any benefits accrued as of August 31, 1994 were transferred into the amended Retirement Plan. The Retirement Plan, as amended, provides for an annual benefit at age 65 of 1.5% times the five year final average compensation in excess of social security covered compensation, plus 1% of the highest sixty (60) months final average compensation out of the last one hundred twenty (120) months of service up to social security covered compensation, in each case multiplied by the participant’s years of service after September 1, 1994, not to exceed 35. In addition, a participant earns a cash balance plan pay-based credit equal to 3% of his or her annual compensation. These amounts are credited to a notional cash balance account that grows with interest based on the rates each December for 30-Year Treasury Bonds.

The Retirement Plan provides a total retirement benefit equal to the August 31, 1994, accrued benefit, indexed to reflect increases in compensation, as defined by the plan, from that date forward plus the benefit accrued after September 1, 1994 under the amended final average pay formula and the cash balance component.

As of August 31, 1994, the following monthly pension benefits had been accrued for those employees that participated in the plan prior to the plan merger in 1994: Mr. Benante, $137. Mr. Tynan, Mr. Linton, Mr. Adams, and Mr. Quinly commenced their employment with the Company after September 1, 1994, and therefore did not accrue a monthly pension under the Retirement Plan prior to September 1, 1994; however, they, along with the other NEO’s, continue to accrue a benefit under the amended Retirement Plan.

Under the IRC and applicable regulations, as effective for 2010, the maximum allowable annual benefit under the Retirement Plan is $195,000. The maximum allowable annual benefit is reduced if benefits commence prior to age 62 and increased if benefits commence after age 65. The maximum annual compensation that may be taken into account in the determination of benefits under the Retirement Plan is $245,000. The Company maintains an unfunded, non-qualified Retirement Benefits Restoration Plan (the “Restoration Plan”) under which participants in the Retirement Plan whose compensation or benefits exceed the limits imposed by I.R.C. Sections 401(a) (17) and 415 will receive a supplemental retirement benefit that restores the amount that would have been payable under the Retirement Plan except for the application of such limits. The Restoration Plan is also administered by the administrative committee.

The Restoration Plan benefits are not funded. In the event of a change in control, the Company has agreed to fund a Rabbi Trust in place through an agreement between the Company and PNC Bank, N.A., dated January 30, 1998, which provides for the payment of the Company’s obligation under the Restoration Plan.

As a result of the Company providing both a cash balance benefit and a traditional final average pay benefit under the Retirement Plan, the Company does not offer a matching contribution to participants of the Savings and Investment Plan. Most participants can elect to defer up to 75% of his or her annual cash compensation per year on a tax deferred basis subject to the IRS Elective Deferral limit. For 2011, the aggregate pre-tax and Roth 401(k) Savings and Investment Plan contribution limit for a highly compensated employee was capped at 7.0%. Participants may also make voluntary contributions up to the limits provided under the IRC on an after tax basis. For 2011, the after-tax Savings and Investment Plan contribution limit for a highly compensated employee was limited to 2.0%.

Executive Perquisites

In addition to the standard benefit plans offered to all employees, the NEOs are eligible for executive perquisites that are consistent with market practices and that allow the NEOs to focus more of their time on achieving the Company’s goals and objectives. The Committee has reviewed and approved the Company’s formal perquisite plans with established limits. Perquisites are reported as taxable income as appropriate for each participating officer and reimbursements are subject to applicable income and employment tax withholding. Perquisites include financial planning and income tax preparation, a Company automobile or automobile allowance, and executive physicals for the executive and his or her spouse. The external compensation consultant has advised the Committee that the overall level of perquisites the Company provides to its NEOs is consistent with that of its peers.

Other material types of compensation

Effective April 30, 2009, Edward Bloom retired and voluntarily resigned from his offices of Vice President of the Company and President of Metal Improvement Company, LLC. Upon Mr. Bloom’s resignation, the Company entered into a consulting agreement with him that provided for the engagement of Mr. Bloom as the Company’s consultant commencing on his retirement date and ending on April 30, 2012. The consulting agreement is renewable for two additional one-year terms by approval of the Executive Compensation Committee. Under the terms of the consulting agreement, Mr. Bloom (i) will be paid an annual consulting fee of $292,500 payable in equal monthly installments, (ii) will be eligible to receive an annual incentive payment with a maximum target value of $161,000 based on performance goals agreed to by Mr. Bloom and the Company’s Chief Executive Officer, (iii) will be eligible to receive an annual long-term incentive payment with a target value of $100,000 based on the three-year aggregated performance goals established for senior management of Metal Improvement Company, LLC, and (iv) received 13,362 shares of Company common stock.

On October 9, 2006, the Company entered into a restricted stock unit agreement with Mr. Linton. Under the terms of the agreement, Mr. Linton received a grant of 33,870 restricted stock units pursuant to the terms and conditions of the LTIP. Each unit is the equivalent of one share of Curtiss-Wright Common Stock. The agreement provides the equivalent of $1,000,000 in value as of the closing price reported on the New York Stock Exchange of Company Common Stock on February 7, 2006, the date the Board of Directors approved the material terms of the agreement to be offered to Mr. Linton. The agreement provides for the entire grant to vest on February 6, 2016, provided that Mr. Linton does not voluntarily leave the employ of Curtiss-Wright or is not otherwise terminated for “Cause”, as defined in the agreement. On or prior to December 31, 2015, Mr. Linton may elect to convert said stock units to an equivalent number of shares of Curtiss-Wright Common Stock or defer the conversion of the stock units in accordance with Section 409A of the Internal Revenue Code for a period not greater than five (5) years. The agreement also provides for anti-dilutive adjustments in the event of recapitalization, reorganization, merger, consolidation, stock split, or any similar change and for the immediate vesting and conversion of the stock units upon Mr. Linton’s death or disability and in the event of a Change in Control of Curtiss-Wright.

On October 23, 2007, the Company entered into an additional restricted stock unit agreement with Mr. Linton on substantially the same terms as Mr. Linton’s October 2006 restricted stock unit agreement providing for a grant of 21,182 restricted stock units at the equivalent of $1,000,000 in value as of the closing price reported on the New York Stock Exchange of Company Common Stock on September 24, 2007, the date the Board of Directors approved the material terms of the agreement to be offered to Mr. Linton. The restricted stock units in Mr. Linton’s 2007 restricted stock unit agreement also vest on February 6, 2016 under the same terms and conditions set forth in his 2006 restricted stock unit agreement.

On October 12, 2006, the Company entered into a similar agreement with Mr. Adams. Mr. Adams received a grant of 31,948 restricted stock units pursuant to the terms and conditions of the LTIP. Each unit is the equivalent of one share of Curtiss-Wright Common Stock. Mr. Adams’ agreement also provides the equivalent of $1,000,000 in value as of the closing price reported on the New York Stock Exchange of Curtiss-Wright’s Common Stock on September 26, 2006, the date the Board of Directors approved the material terms of the agreement to be offered to Mr. Adams. The agreement provides for the entire grant to vest on October 12, 2016 (ten years from the date the agreement was executed), provided that Mr. Adams does not voluntarily leave the employ of Curtiss-Wright or Mr. Adams is not otherwise terminated for “Cause”, as defined in the agreement. On or prior to December 31, 2015, Mr. Adams may elect to convert said stock units to an equivalent number of shares of Curtiss-Wright Common Stock or defer the conversion of the stock units in accordance with Section 409A of the Internal Revenue Code for a period not greater than five (5) years. The agreement also provides for anti-dilutive adjustments in the event of recapitalization, reorganization, merger, consolidation, stock split, or any similar change and for the immediate vesting and conversion of the stock units upon Mr. Adams death or disability and in the event of a Change in Control of Curtiss-Wright.

On October 23, 2007, the Company entered into an additional restricted stock unit agreement with Mr. Adams on substantially the same terms as Mr. Adams’ existing agreement providing for a grant of

21,182 restricted stock units at the equivalent of $1,000,000 in value as of the closing price reported on the New York Stock Exchange of Company Common Stock on September 24, 2007, the date the Board of Directors approved the material terms of the agreement to be offered to Mr. Adams. The restricted stock units in Mr. Adams’ 2007 restricted stock unit agreement also vest on October 12, 2016 under the same terms and conditions set forth in his 2006 restricted stock unit agreement.

The Committee and the Board received advice and recommendations from its independent external compensation consultant prior to implementing these agreements. The Committee believes that the performance of Messrs. Linton and Adams in their current positions and in prior positions makes them attractive candidates for positions at other companies and felt that the agreements were justified by the need to increase the likelihood that both executives would choose to remain employees of the Company over an extended period of time.

2011 Compensation Decisions and How Those Decisions Were Made

Principles of executive compensation framework-compensation mix

In determining both the amount and mix of compensation, the Committee, with assistance from its independent external compensation consultant, compared each NEO’s total direct compensation, i.e. base salary, annual incentive compensation, and long-term incentive compensation (“TDC”) to various relevant industry market data points and peer group data for that NEO’s position. For fiscal 2011, the Committee has recommended to the Board of Directors that all pay components including base salary, annual incentives, long-term incentives, and certain benefits should be targeted at the 50th percentile (median) of the Company’s relevant market data. As a result, the NEOs’ TDC could be either significantly more or less than the median TDC of the Company’s relevant market data depending on the level of performance attained. For fiscal 2011, the Committee reviewed all components of compensation for each NEO, including base salary, annual incentive compensation, long-term incentive compensation, retirement benefits, perquisites and other benefits, and severance protection.

Principles of executive compensation framework-peer group

To assist the Committee in establishing executive compensation policies and programs for 2011, the Committee considered compensation and other benefits provided to positions within comparable companies. Specifically, the Committee considered the advice provided by its independent external compensation consultant as well as published data from surveys from Towers Watson, Aon Hewitt, and Mercer. The Committee also analyzed peer data, but due to the small database size and resulting volatility, the Committee places more focus on larger survey populations. This data represents the leading manufacturing companies in the various markets and industries within which the Company competes for talent. One source of data, the peer group, is representative of competitors with similar product lines and in the same markets and industries. Peer group performance is also used as a relative measure for our annual incentive plan and performance-based long-term incentive plan metrics. In 2011, the Committee, with guidance from its independent external compensation consultant and members of senior management, modified the peer group, which is set forth below, based upon consideration of various market drivers; investor peers, financial peers and peers of peers. The final peer group selected by the Committee consists of the following companies:


•	AAR Corp.	•	Kaman Corporation
•	Actuant Corporation	•	Moog Inc.
•	Applied Industrial Technologies, Inc.	•	MTS Systems Corp.
•	Barnes Group Inc.	•	Mueller Water Products, Inc.
•	BE Aerospace Inc.	•	Newport Corp.
•	CIRCOR International, Inc.	•	Orbital Sciences Corp.
•	Crane Co.	•	Parker Hannifin Corporation
•	Cubic Corporation	•	Robbins & Myers Inc.
•	EnPro Industries, Inc.	•	Rockwell Collins Inc.
•	Esterline Technologies Corp.	•	Sauer-Danfoss Inc.
•	Flowserve Corp.	•	Spirit AeroSystems Holdings Inc
•	Gardner Denver Inc.	•	Teledyne Technologies Inc.
•	GenCorp Inc.	•	Tredegar Corp.
•	Hexcel Corp.	•	Triumph Group, Inc.
•	IDEX Corporation	•	Woodward, Inc.

The following chart detailed how the Company compares against the peer group using key financial metrics as of December 31, 2011:

Approximate Percentile Rank Relative to Our Peer Group

	Lowest		25th	50th		75th	Highest
2011 Revenue growth %			•

2011 operating margin %				•

2011 Operating Cash flow conversion %						•

2011 Market capitalization				•

2011 Total stockholder return					•

2009-2011 Total stockholder return		•

The Committee’s policy is to review the composition of the peer group with its compensation consultant and management periodically and to adjust the members of the group in response to changes in the characteristics of the Company and/or members of the peer group. In addition to the peer group data provided by management and/or the Committee’s compensation consultant, the Company also considers additional relevant market data, representing a broader and larger labor market in which the Company competes for executives, including executive compensation surveys provided by major consulting firms. The Committee’s compensation consultant also provides additional guidance using proprietary information. In establishing executive compensation, the Committee considers all of these sources of data with an emphasis placed on the most comprehensive and reliable to fit the structure and positions of the Company.

Policies and programs established to align management and stockholder interests

The Company has adopted the following policies and programs to align management and stockholder interests:

•

Before awarding performance-based compensation, the Committee has the right to use discretion to reduce (but not increase) award levels to ensure a pay for performance link;

•

2012 annual incentive plan will have metrics that will be assessed relative to the Company’s peer group;

•

2011 performance-based long-term incentives have metrics that are assessed relative to the Company’s peer group;

•

Eliminated stock options to reduce share dilution;

•

Committed to continued minimum cliff vesting schedule of three years for long term performance and time based awards;

•

CEO voluntarily waived single trigger provision in his change-in-control agreement; and

•

Requirement that any adjustments made to incentive plan performance measures be agreed upon at the beginning of the performance cycle.

Policies concerning equity-based and other long-term incentive compensation

Equity Ownership and Other Requirements for Senior Executives

To further align the linkage between the interests of the NEOs and those of its stockholders, the Company requires the NEOs to use the shares obtained through its long-term incentive plans (except post-2005 stock option grants) as discussed further below (current plans began in 2006) to establish a significant level of direct share ownership. The Company’s Stock Ownership Guidelines (the “Guidelines”) require the CEO and all other NEOs to own Company stock denominated as a multiple of their annual salaries as follows: five times annual salary for the CEO and three times annual salary for other NEOs.

All share-based long-term incentive plan grants, including any vested stock options (post-2005 grants) are subject to the Guidelines and 50% of the net proceeds of a stock based grant vested or exercised (current market value of shares less the strike price) must be retained in Company stock. Given the performance-based variability in the ultimate value of the performance-based stock, there is no fixed timeframe to achieve the Guidelines. However, until the Guidelines are satisfied, the NEOs are only permitted to sell 50% of their value to accommodate the cost of taxes. Once the ownership thresholds are fully met and maintained, the holding limits are removed on any and all earned and vested shares. Shares owned outside the Company grants of equity are not subject to these holding restrictions but count toward the total amount of equity held. If a NEO leaves the Company for any reason, the Guidelines immediately lapse. The independent external executive compensation consultant for the Committee reviewed these Guidelines in 2010 and determined them to be fair and appropriate given the competitive practice of the Company’s peer group and general industry, while ensuring good corporate governance. The Committee believes these Guidelines support a stock ownership culture and address concerns about lack of equity holding requirements.

The Committee reviews NEOs holdings annually in advance of long-term incentive grants and awards. Current market value of earned and purchased shares and the net value of vested and unexercised “in the money” options held (at that time) by the NEO are used rather than paid-in value to be consistent with prevailing industry practice.

Clawback Policy

In addition to the Guidelines, in 2009, the Committee amended its clawback policy to provide that, in the event the amount of any incentive compensation award is based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, or if a participant is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 and has committed an offense subject to forfeiture under such statute, the participant must reimburse the Company that portion of the incentive compensation award that was based on the inaccurate data or as provided for in such statute.

Insider Trading Policy

The Company also maintains an insider trading policy for all its employees, including the NEOs. The policy specifically prohibits employees from engaging in any transaction in which they may profit from short-term speculative swings in the value of the Company’s securities. This includes “short sales” (selling borrowed securities that the seller hopes can be purchased at a lower price in the future) or “short sales against the box” (selling owned, but not delivered securities), and hedging transactions such as zero-cost collars and forward sale contracts. In addition, the policy contains a strict black-out period during which all executive officers are prohibited from trading in the Company’s securities. The black-out period commences two weeks prior to the close of every financial quarter and ends two business days after the issuance of the Company’s earnings release.

Other Policies

Use of Tax Gross-up

The Company’s existing NEO change-in-control agreements (except for Mr. Quinly who became an executive officer after 2008) provide for a supplemental cash payment to the extent necessary to preserve the level of benefits in the event of the imposition of excise taxes payable by a participant in respect of “excess parachute payments” under Section 280G of the Internal Revenue Code. The Company has not entered into a new agreement that includes tax gross-ups since 2008 and is committed to excluding this provision in any future agreements.

Tax Deductibility

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid for any fiscal year to the Company’s CEO and up to three other executive officers other than the CFO. However, certain performance-based compensation is exempt from the deduction limit if specific requirements are met. The Committee intends to structure awards to executive officers under the Company’s MICP and equity awards program to qualify for this exemption. However, when appropriate, the Committee believes that stockholder interests are best served if the Committee’s discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expenses.

Process the Committee undertook with Management, the Board, and Pay Governance LLC in setting and implementing executive compensation

The Committee determines the compensation of the Chief Executive Officer and recommends to the full Board the compensation levels for the remaining executive officers of the Company. The Committee also oversees the administration of the Company’s executive compensation programs, and reviews and evaluates compensation arrangements to assess whether they could encourage undue risk taking.

In making its decisions and completing its review of the executive compensation programs, the Committee routinely examines the following important factors: (i) financial reports on performance versus budget and compared to prior year performance; (ii) calculations and reports on levels of achievement of corporate and individual performance objectives; (iii) reports on the Company’s strategic initiatives and budget for future periods; (iv) data regarding the total compensation of the Chief Executive Officer and the other executive officers; and (v) information regarding compensation programs and compensation levels at the Company’s peer comparative group identified by the Committee’s compensation consultant.

To assist in determining the proper levels of compensation for the Chief Executive Officer and the remaining executive officers, the Committee engages an independent external executive compensation consultant to provide the Committee with advice on such matters. During 2011, the Committee retained Pay Governance LLC as an independent external executive compensation consulting firm to advise on executive and director compensation matters, including market trends in executive and director compensation, proposals for compensation programs, provide advice and guidance on how to

appropriately compensate officers and directors, and other topics as the Committee deemed appropriate. Pay Governance is directly accountable to the Committee, who has sole authority to engage, dismiss, and approve the terms of engagement of the compensation consultant. During 2011, Pay Governance did not provide any other services to the Company. It is the Committee’s and the Company’s belief that the services provided by the compensation consultant are independent and free from any conflict of interest.

In order to design compensation programs that are aligned with appropriate Company performance goals and strategic direction, the Committee works closely with management, including the Chief Executive Officer, the Chief Financial Officer, the Vice President of Human Resources, and the Corporate Director of Compensation and Benefits. Specifically, management facilitates the alignment process by (i) providing compensation data the executive compensation consultant for comparative benchmarking; (ii) evaluating executive officer performance (with the exception of the Chief Executive Officer); (iii) making recommendation to the Committee regarding annual incentive plan design and performance metrics; and (iv) making recommendations to the Committee regarding the compensation of the executive officers (with the exception of the Chief Executive Officer) for base salary, annual incentive compensation targets, long-term cash incentive compensation targets, and long-term equity compensation. As discussed above, the Chief Executive Officer’s compensation is determined by the Committee, with guidance from the compensation consultant. The Company’s Corporate Compensation & Benefits Department also supports the Committee’s activities.

All decisions regarding executive compensation are ultimately made by the Committee.

The following report of the Executive Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this report by reference therein.

Executive Compensation Committee Report

The Executive Compensation Committee has reviewed and discussed this CD&A (included in this Proxy Statement) with management. Based upon the Executive Compensation Committee’s review and discussions referred to above, the Executive Compensation Committee recommended that the Board of Directors include this CD&A in the Company’s Proxy Statement for the year ended December 31, 2011, filed with the Securities and Exchange Commission.


		EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

		John R. Myers, Chairperson S. Marce Fuller Dr. Allen A. Kozinski William B. Mitchell

Risk Consideration in the Overall Compensation Program

The Executive Compensation Committee assessed the Company’s executive and broad-based compensation and benefits programs to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature. The Executive Compensation Committee concluded in this risk assessment that these programs have been designed and administered in a manner that discourages undue risk-taking by employees, including a number of features of the programs that are designed to mitigate risk, such as:

•

Limits on annual and long-term performance awards, thereby defining and capping potential payouts;

•

Proportionately greater award opportunity derived from the long-term incentive program compared to annual incentive plan, creating a greater focus on sustained Company performance over time;

•

Use of three distinct long-term equity incentive vehicles—restricted stock units, long-term cash-based performance units, and performance shares—that vest over a number of years, thereby providing strong incentives for sustained operational and financial performance;

•

Stock ownership guidelines for senior executives that ensure alignment with stockholder interests over the long term;

•

Incorporation of an individual performance score, ranging from 1.0 to 5.0, as a key factor in the total annual incentive calculation, thereby enabling the Committee to direct a zero payout for the 40% individual-performance component (the executive can still get a payout for the 60% corporate performance component) to any executive in any year if the individual executive is deemed to have sufficiently poor performance or is found to have engaged in activities that pose a financial, operational or other undue risk to the Company; and

•

A formal clawback policy applicable to both cash and equity compensation of senior executives.

For the foregoing reasons, the Committee has concluded that the Company’s compensation policies and practices do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company.

Post-Employment Agreements

Severance Agreements

Pursuant to a policy established by the Company’s Board of Directors in 1977 designed to retain key employees, during 2011 the Company had at-will severance agreements with Messrs. Benante, Adams, Linton, Tynan, and Quinly. In the case of involuntary termination of employment other than termination for cause (as defined in the agreements), failure to comply with the terms and conditions of the agreement, voluntary resignation of employment by the employee, and voluntary retirement by the employee, these agreements provide for the payment of severance pay in an amount equal to one year’s base salary at the time of termination as well as the continued availability of certain employee health and welfare benefits for a period of one year following termination. The agreements provide that such pay and benefits also would be made available in the case of voluntary retirement or termination of employment that is the direct result of a significant change in the terms or conditions of employment, including a reduction in compensation or job responsibilities. At the employee’s option, the severance pay may be received over the two-year period following termination, in which case the employee benefits would continue in effect for the same period. The agreements further provide that the payment of severance pay and the availability of benefits are contingent upon a number of conditions, including the employee’s performance of his or her obligations pursuant to the agreement, specifically to provide consulting services, release the Company from any employment related claims and not compete with the Company for a period of 12 months.

Change-in-Control Agreements

Consistent with the Company’s policies designed to retain key employees, the Company also entered into change-in-control severance protection agreements with Messrs. Benante, Adams, Linton, Tynan, and Quinly. The agreements with Messrs. Benante, Adams, Linton, Quinly and Tynan provide for payment of severance pay equal to three times the sum of the executive’s base salary and the greater of (i) the annual target incentive grant in the year the executive is terminated or (ii) the annual incentive paid under the MICP immediately prior to the executive’s termination. These amounts shall be paid in a single lump sum cash payment within ten (10) days after the executive’s termination date. The agreements also call for the continued availability of certain employee benefits for a period of three years following termination of employment.

In November 2011, Mr. Benante voluntarily forfeited his single trigger “walk away” right in the event of a change-in-control. Accordingly, the agreements with Messrs. Benante, Adams, Linton, Tynan, and Quinly have a double trigger, i.e. severance may be paid in the event that (1) there is a change-in-control of the Company, as that term is defined in the agreements, and (2) the covered executive’s employment is formally or constructively terminated by the Company within twenty-four

months following the change-in-control. Accordingly, if the Company terminates the employment of Messrs. Benante, Tynan, Quinly, Adams or Linton during the two year period following a change-in-control, without “cause” or if Messrs. Benante, Tynan, Quinly, Adams or Linton terminate their employment with the Company with “good reason,” then the NEOs will be entitled to certain compensation and benefits provided for in the agreement. The agreements define “cause” as (a) a conviction of a felony, (b) intentionally engaging in illegal or willful misconduct that demonstrably and materially injures the Company, or (c) intentional and continual failure to substantially perform assigned duties which failure continues after written notice and a 30 day cure period. The agreements also define “good reason” as (a) adverse change in status, title, position, or responsibilities, (b) reduction in salary, (c) relocation of more than 25 miles, (d) the Company’s failure to pay the covered individual in accordance with its compensation policies; or (e) a reduction in benefits. The agreements for all NEOs except Mr. Quinly are “grandfathered” to renew automatically each year. Consistent with best practices, all future executive officer change-in-control agreements elected as executive officers after January 1, 2008, including Mr. Quinly, must be approved and renewed annually by the Committee.

The following table shows the potential incremental value transfer to the NEOs under various employment related scenarios.

Potential Post-Employment Payments


Termination Scenario	Martin R. Benante (a)			Glenn E. Tynan			David J. Linton (a)			David C. Adams (a)			Thomas P. Quinly
If Retirement or Voluntary Termination Occurred on December 31, 2011 (b)		$	19,396,612		$	3,227,791		$	5,087,838		$	6,096,403		$	1,540,478
If Termination for Cause Occurred on December 31, 2011 (c)		$	10,395,711		$	1,531,281		$	1,955,010		$	2,696,373		$	545,913
If Termination Without Cause Occurred on December 31, 2011 (d)		$	20,366,612		$	3,744,791		$	7,623,526		$	8,537,186		$	1,951,478
If “Change In Control” Termination Occurred on December 31, 2011 (e)		$	31,320,675		$	10,620,817		$	13,523,172		$	14,251,828		$	5,915,172
If Death Occurred on December 31, 2011 (f)(g)		$	20,603,244		$	5,654,670		$	8,398,389		$	9,201,464		$	3,352,320

(a)

Mr. Benante, Mr. Linton, and Mr. Adams are eligible for early retirement.

(b)

Includes (1) intrinsic value of vested options on December 31, 2011, (2) intrinsic value of any unvested/unearned stock options, cash-based performance units, restricted stock units, and performance shares on December 31, 2011 that would vest after the date of termination or retirement, (3) actual earned (terminations prior to December 31 would be pro-rated) value of current year annual incentive plan payment, and (4) value on measurement date (December 31, 2011) of vested benefit under the Curtiss-Wright Retirement Plan (“Retirement Plan”) and the Curtiss-Wright Restoration Plan (“Restoration Plan”), assuming the executive elects immediate payout.

(c)

Includes value on measurement date (December 31, 2011) of vested benefit under the Curtiss-Wright Retirement Plan (“Retirement Plan”) and the Curtiss-Wright Restoration Plan (“Restoration Plan”), assuming the executive elects immediate payout.

(d)

Includes (1) intrinsic value of vested options on December 31, 2011, (2) intrinsic value of any unvested/unearned stock options, cash-based performance units, restricted stock units, and

performance shares on December 31, 2011 that would vest after the date of termination for retirement-eligible executives, (3) severance payout, (4) accelerated vesting of retention agreements for Messrs. Linton and Adams, and (5) value on measurement date (December 31, 2011) of vested benefit under the Curtiss-Wright Retirement Plan (“Retirement Plan”) and the Curtiss-Wright Restoration Plan (“Restoration Plan”), assuming the executive elects immediate payout.

(e)

Includes (1) intrinsic value of vested options on December 31, 2011, (2) change-in-control severance payout, (3) accelerated vesting of retention agreements for Messrs. Linton and Adams, (4) present value of any accelerated vesting of stock options, cash-based performance units, performance shares, and restricted stock units on December 31, 2011, (5) actual earned (pro-rated if change-in-control occurs prior to December 31) value of current year annual incentive plan payment, (6) value on measurement date (December 31, 2011) of vested benefit under the Curtiss-Wright Retirement Plan (“Retirement Plan”) and the Curtiss-Wright Restoration Plan (“Restoration Plan”) including additional three years of benefit accrual per change-in-control agreements, assuming the executive elects immediate payout, and (7) gross-up payment per change-in-control agreements.

(f)

Includes (1) intrinsic value of vested options on December 31, 2011, (2) accelerated vesting of retention agreements for Messrs. Linton and Adams, (3) present value of any accelerated vesting of stock options, cash-based performance units, performance shares, and restricted stock units on December 31, 2011, (4) actual earned (pro-rated if termination occurs prior to December 31) value of current year annual incentive plan payment, (5) value on measurement date (December 31, 2011) of vested benefit under the Curtiss-Wright Retirement Plan (“Retirement Plan”) and the Curtiss-Wright Restoration Plan (“Restoration Plan”), assuming the executive elects immediate payout, and (6) value of Company-paid basic life insurance policy.

(g)

Depending on circumstances of death, all employees may also be eligible for Accidental Death and Dismemberment (AD&D) insurance payment and Business Travel Accident insurance payment.

The following table sets forth information concerning the total compensation of the Chief Executive Officer, Chief Financial Officer and the other NEOs of the Company who had the highest aggregate total compensation for the Company’s fiscal year ended December 31, 2011.

Summary Compensation Table


Name and Principal Position	Year		Salary (a)			Stock Awards ($)						Option Awards (d)			Non-Equity Incentive Plan Compensation						Change in Pension Value and Nonqualified Deferred Compensation Earnings (g)			All Other Compensation (h)			Total
Name and Principal Position	Year		Salary (a)			Performance Share Units (b)			Restricted Stock Units (c)			Option Awards (d)			Annual Plan (e)			Long-Term Plan (f)						All Other Compensation (h)			Total
Martin R. Benante		2011		$	970,000		$	829,350		$	829,350		$	0		$	1,415,715		$	291,375		$	2,570,517		$	32,270		$	6,938,576
Chairman and Chief		2010		$	956,154		$	1,091,277		$	727,518		$	727,500		$	1,465,785		$	774,563		$	2,590,831		$	44,912		$	8,378,540
Executive Officer		2009		$	960,577		$	1,040,650		$	693,767		$	693,758		$	1,104,424		$	642,600		$	2,122,919		$	42,087		$	7,300,782
Glenn E. Tynan		2011		$	517,000		$	325,710		$	325,710		$	0		$	574,904		$	104,370		$	484,066		$	34,207		$	2,365,967
Vice President		2010		$	510,846		$	387,753		$	258,522		$	258,500		$	596,668		$	217,971		$	258,204		$	27,365		$	2,515,828
Finance and Chief		2009		$	516,115		$	372,778		$	248,529		$	248,506		$	458,310		$	200,491		$	290,952		$	33,368		$	2,369,049
Financial Officer
David J. Linton		2011		$	590,700		$	425,304		$	425,304		$	0		$	607,388		$	0		$	469,374		$	27,192		$	2,545,262
Co-Chief		2010		$	583,716		$	460,750		$	307,166		$	307,164		$	693,454		$	306,000		$	401,786		$	24,509		$	3,084,544
Operating Officer;		2009		$	578,923		$	443,044		$	295,373		$	295,368		$	566,621		$	308,997		$	273,293		$	37,205		$	2,798,824
Pres., Curtiss-Wright
Flow Control Corporation
David C. Adams		2011		$	563,700		$	405,864		$	405,864		$	0		$	716,604		$	338,208		$	671,507		$	42,906		$	3,144,653
Co-Chief		2010		$	557,198		$	439,714		$	293,153		$	293,124		$	767,021		$	258,000		$	401,761		$	36,209		$	3,046,179
Operating Officer		2009		$	562,846		$	422,774		$	281,870		$	281,845		$	649,664		$	179,624		$	326,210		$	30,826		$	2,735,659
Thomas P. Quinly		2011		$	400,212		$	240,435		$	240,435		$	0		$	390,207		$	163,800		$	235,377		$	13,678		$	1,684,144
President, Curtiss-Wright
Controls, Inc.

(a)

Includes amounts deferred under the Company’s Savings and Investment Plan and Executive Deferred Compensation Plan. NEO base salaries were frozen for 2011. The small rise in base salary pay amounts for 2011 over 2010 is due to partial year effect of mid-year 2010 increase.

(b)

Includes grants of performance shares as part of the Company’s Long Term Incentive Plan in November of each year. The values shown represent the grant date fair value of the grants at target. Performance shares have a maximum payout of 200% of target.

(c)

Includes grants of restricted stock units as part of the Company’s Long Term Incentive Plan in November of each year. The values shown represent the grant date fair value of the grants at target.

(d)

Includes grant of stock options as part of the Company’s Long Term incentive Plan. The values shown represent the grant date fair value of the options granted. No stock options were granted in 2011.

(e)

Includes payments made based on the Company’s annual Modified Incentive Compensation Plan (MICP) for performance during the year.

(f)

Includes the maturity of cash-based performance unit grants made under the Company’s Long-Term Incentive Plan. For the 2011 row, payments are conditioned upon the financial performance of the Company and its subsidiaries during 2008-2011, and were paid in February 2012. For the 2010 row, payments are conditioned upon the financial performance of the Company and its subsidiaries during 2007-2010, and were paid in February 2011. For the 2009 row, payments are conditioned upon the financial performance of the Company and its subsidiaries during 2006-2009, and were paid in February 2010.

(g)

Includes annual change in the actuarial present value of accumulated pension benefits. Note that in last year’s disclosure for Mr. Benante, the 2010 change in pension value was incorrectly reported as $2,160,347 due to an incorrect cap on the calculation. This has been corrected above.

(h)

Includes personal use of company car, payments for executive physicals, financial counseling, premium payments for executive life insurance paid by the Company during the covered fiscal year for term life insurance and accidental death and disability insurance.

The Company’s executive officers are not employed through formal employment agreements. It is the philosophy of the Committee to promote a competitive at-will employment environment, which would be impaired by lengthy employment arrangements. The Committee provides proper long-term compensation incentives with competitive salaries and bonuses to ensure that senior management remains actively and productively employed with the Company.

The Company believes perquisites for executive officers should be extremely limited in scope and value and aligned with peer group practices as described earlier. As a result, the Company has historically given nominal perquisites. The below table generally illustrates the perquisites the Company provides to its NEOs.

The Company also maintains a policy concerning executive automobiles under which certain officers of the Company are eligible to use Company leased automobiles or receive an equivalent automobile allowance. The NEOs participate in this program. The Company maintains the service and insurance on Company leased automobiles. In addition to the Company automobile policy, the Company also provides all executive officers with financial planning and tax preparation services through Wachovia Financial Services. Not all executive officers utilize these services on an annual basis. Finally, all executive officers and their spouses are provided annual physicals through the Mayo Clinic at any one of the clinic’s three locations.

Perquisites and Benefits


Name	Automobile (a)			Financial Planning			Executive Physical (b)			Insurance Premiums
Martin R. Benante		$	20,061		$	10,500		$	0		$	1,709
Glenn E. Tynan		$	11,323		$	8,000		$	13,175		$	1,709
David J. Linton		$	22,800		$	0		$	2,683		$	1,709
David C. Adams		$	17,299		$	10,500		$	13,398		$	1,709
Thomas P. Quinly		$	12,000		$	0		$	0		$	1,677

(a)

Represents the personal use of Company-leased automobiles. Mr. Linton and Mr. Quinly receive an automobile allowance in lieu of a Company-leased automobile.

(b)

Mr. Benante and Mr. Quinly were not able to schedule executive physicals in 2011.

The Company’s executive officers are entitled to receive medical benefits, life and disability insurance benefits, and to participate in the Company’s Savings and Investment Plan, Defined Benefit Plan, Employee Stock Purchase Plan, flexible spending accounts, and disability plans on the same basis as other full- time employees of the Company.

The Company also offers a nonqualified executive deferred compensation plan, in accordance with Section 409A of the Code, whereby eligible executives, including the NEOs, may elect to defer additional cash compensation on a tax deferred basis. The deferred compensation accounts are maintained on the Company’s financial statements and accrue interest at the rate of (i) the average annual rate of interest payable on United States Treasury Bonds of 30 years maturity as determined by the Federal Reserve Board, plus (ii) 2%. Earnings are credited to executives’ accounts on a monthly basis.

Grants of Plan-Based Awards


Name	Plan Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards											Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards
				Number of Units		Threshold ($)			Target ($)			Max ($)			Threshold (#)		Target (#)		Max (#)
Martin R. Benante	MICP (a)		11/15/2011				$	509,250		$	1,018,500		$	2,037,000
	LTI (b)		11/15/2011		1,105,800		$	552,900		$	1,105,800		$	2,211,600
	LTI (c)		11/15/2011													12,578		25,155		50,310						$	829,350
	LTI (d)		11/15/2011																			25,155				$	829,350
Glenn E. Tynan	MICP (a)		11/15/2011				$	193,875		$	387,750		$	775,500
	LTI (b)		11/15/2011		434,280		$	217,140		$	434,280		$	868,560
	LTI (c)		11/15/2011													4,940		9,879		19,758						$	325,710
	LTI (d)		11/15/2011																			9,879				$	325,710
David J. Linton	MICP (a)		11/15/2011				$	251,048		$	502,095		$	1,004,190
	LTI (b)		11/15/2011		567,072		$	283,536		$	567,072		$	1,134,144
	LTI (c)		11/15/2011													6,450		12,900		25,800						$	425,304
	LTI (d)		11/15/2011																			12,900				$	425,304
David C. Adams	MICP (a)		11/15/2011				$	239,573		$	479,145		$	958,290
	LTI (b)		11/15/2011		541,152		$	270,576		$	541,152		$	1,082,304
	LTI (c)		11/15/2011													6,156		12,311		24,622						$	405,864
	LTI (d)		11/15/2011																			12,311				$	405,864
Thomas P. Quinly	MICP (a)		11/15/2011				$	154,125		$	308,250		$	616,500
	LTI (b)		11/15/2011		320,580		$	160,290		$	320,580		$	641,160
	LTI (c)		11/15/2011													3,647		7,293		14,586						$	240,435
	LTI (d)		11/15/2011																			7,293				$	240,435

(a)

Values in this row represent the Company’s annual Modified Incentive Compensation Plan (MICP) that were approved on November 15, 2011 for performance during fiscal 2012. The incentive threshold, target, and maximum are expressed above as a percentage of base salary on December 31, 2011.

(b)

Values in this row represent grants of cash-based performance units made under the Company’s Long-Term Incentive Plan.

(c)

Values in this row represent grants of performance shares as part of the Company’s Long-Term Incentive Plan.

(d)

Values in this row represent grants of restricted stock units as part of the Company’s Long-Term Incentive Plan.

The NEOs are paid dividends on restricted stock awards only. These dividends are reinvested into the restricted stock awards and are subject to the same limitations and restrictions as the original restricted stock award. The plan specifically prohibits the re-pricing of options and requires that any equity-based grants be issued based on the closing price of the Company’s Common Stock as reported by the NYSE on the date of the grant.

The Committee granted cash-based performance units, performance shares, and restricted stock units in November 2011 to the NEOs. The cash-based performance units and performance shares units will mature in December 2014 and will be paid in early 2015 if the financial goals are attained. The values shown in the table reflect the potential value at a target value of one dollar per unit payable at the end of the three-year performance period and one stock unit convertible into one share of Common Stock if the objectives are attained. The chart also reflects the fact that each stock unit may be worth a maximum of approximately two dollars or two shares if all performance targets are substantially exceeded, or nothing at all if performance thresholds are not met.

The following table sets forth the outstanding equity awards of the NEOs. Some of the grants disclosed below are not yet vested and are subject to forfeiture under certain conditions.

Outstanding Equity Awards at Fiscal Year-End


Name	Option Awards										Stock Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price			Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(a)		Market Value of Shares or Units that Have Not Vested ($)(a)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Martin R. Benante		40,024		0			$	16.28		11/19/2012
		37,036		0			$	19.08		11/18/2013
		25,368		0			$	27.96		11/16/2014
		30,000		0			$	27.92		11/15/2015
		69,527		0			$	36.73		11/19/2016
		72,816		0			$	54.00		11/16/2017							34,550		1,220,652	(b)
		77,342		0			$	30.12		11/15/2018		22,452		793,229			33,678		1,189,844	(c)
		50,344		25,172			$	30.90		11/17/2019		24,348		860,215			36,522		1,290,322	(d)
		28,471		56,941			$	29.88		11/15/2020		25,155		888,726			25,155		888,726	(e)
Glenn E. Tynan		6,008		0			$	16.28		11/19/2012
		5,672		0			$	19.08		11/18/2013
		5,824		0			$	27.96		11/16/2014
		6,888		0			$	27.92		11/15/2015
		10,847		0			$	36.73		11/19/2016
		10,246		0			$	54.00		11/16/2017							12,376		437,244	(b)
		27,704		0			$	30.12		11/15/2018		8,043		284,159			12,064		426,221	(c)
		18,033		9,017			$	30.90		11/17/2019		8,652		305,675			12,977		458,477	(d)
		10,117		20,232			$	29.88		11/15/2020		9,879		349,025			9,879		349,025	(e)
David J. Linton		11,200		0			$	27.96		11/16/2014
		13,246		0			$	27.92		11/15/2015
		12,267		0			$	36.73		11/19/2016		9,559		337,719
		12,136		0			$	54.00		11/16/2017		10,280		363,192			14,710		519,704	(b)
		32,928		0			$	30.12		11/15/2018		12,900		455,757			14,338		506,562	(c)
		21,434		10,717			$	30.90		11/17/2019		33,870		1,196,627	(f)		15,420		544,789	(d)
		12,021		24,042			$	29.88		11/15/2020		21,182		748,360	(f)		12,900		455,757	(e)
David C. Adams		3,436		0			$	19.08		11/18/2013
		3,220		0			$	27.96		11/16/2014
		3,808		0			$	27.92		11/15/2015
		11,137		0			$	36.73		11/19/2016		9,122		322,280
		11,423		0			$	54.00		11/16/2017		9,811		346,623			14,036		495,892	(b)
		31,421		0			$	30.12		11/15/2018		12,311		434,948			13,682		483,385	(c)
		20,453		10,226			$	30.90		11/17/2019		31,948		1,128,723	(f)		14,716		519,916	(d)
		11,472		22,942			$	29.88		11/15/2020		21,182		748,360	(f)		12,311		434,948	(e)
Thomas P. Quinly		2,836		0			$	27.96		11/16/2014
		3,354		0			$	27.92		11/15/2015
		4,867		0			$	36.73		11/19/2016
		4,318		0			$	54.00		11/16/2017							6,798		240,173	(b)
		15,218		0			$	30.12		11/15/2018		4,418		156,088			6,627		234,132	(c)
		9,906		4,953			$	30.90		11/17/2019		4,934		174,318			7,401		261,477	(d)
		5,770		11,538			$	29.88		11/15/2020		7,293		257,662			7,293		257,662	(e)

(a)

Represents unvested restricted stock units granted as part of the Company’s Long-Term Incentive Plan. Stock price used to determine value is $35.33, the closing price of Company common stock on December 31, 2011.

(b)

Represents cash value of outstanding performance shares granted November 15, 2008 as part of the Company’s Long Term Incentive Plan. Stock price used to determine value is $35.33, the closing price of Company common stock on December 31, 2011. Performance shares will be earned as common stock early in 2012 contingent upon the extent to which previously established performance objectives are achieved over the three year period ending at the close of business on December 31, 2011.

(c)

Represents cash value of outstanding performance shares granted November 17, 2009 as part of the Company’s Long Term Incentive Plan. Stock price used to determine value is $35.33, the closing price of Company common stock on December 31, 2011. Performance shares will be earned as

common stock early in 2013 contingent upon the extent to which previously established performance objectives are achieved over the three year period ending at the close of business on December 31, 2012.

(d)

Represents cash value of outstanding performance shares granted November 15, 2010 as part of the Company’s Long Term Incentive Plan. Stock price used to determine value is $35.33, the closing price of Company common stock on December 31, 2011. Performance shares will be earned as common stock early in 2014 contingent upon the extent to which previously established performance objectives are achieved over the three year period ending at the close of business on December 31, 2013.

(e)

Represents cash value of outstanding performance shares granted November 15, 2011as part of the Company’s Long Term Incentive Plan. Stock price used to determine value is $35.33, the closing price of Company common stock on December 31, 2011. Performance shares will be earned as common stock early in 2015 contingent upon the extent to which previously established performance objectives are achieved over the three year period ending at the close of business on December 31, 2014.

(f)

Represents retention grants of restricted stock units for Mr. Linton and Mr. Adams. Stock price used to determine value is $35.33, the closing price of Company common stock on December 31, 2011.

The following table sets forth information regarding options exercised and stock vested during calendar year 2011.

Option Exercises and Stock Vested


Name	Option Awards					Stock Awards (a)
Name	Number of Shares Acquired Upon Exercise (#)		Value Realized Upon Exercise ($)			Number of Shares Acquired Upon Vesting (#)		Value Realized Upon Exercise ($)
Martin R. Benante		0		$	0		28,360		$	929,778
Glenn E. Tynan		6,780		$	147,978		12,406		$	410,245
David J. Linton		0		$	0		14,671		$	485,049
David C. Adams		0		$	0		14,257		$	471,694
Thomas P. Quinly		0		$	0		6,416		$	211,653

(a)

Stock awards includes the vesting of the 2007 performance share grant (for performance period 2008-2010) and the November 2008 restricted stock unit grant plus reinvested dividends.

Deferred Compensation Plans

The following table shows the deferred compensation activity for the NEOs during 2011. This table does not include the nonqualified Restoration Plan since these totals are provided separately in the Pension Benefit Table below.

Non-Qualified Deferred Compensation


Name	Executive Contributions in Last Fiscal Year ($) (a)			Registrant Contributions in Last Fiscal Year ($)			Aggregate Earnings in Last Fiscal Year ($)			Aggregate Withdrawals/ Distributions ($)			Aggregate Balance at Last Fiscal Year End ($)
Martin R. Benante		$	369,534		$	0		$	154,270		$	0		$	2,683,147
Glenn E. Tynan		$	115,350		$	0		$	22,990		$	0		$	408,745
David J. Linton		$	0		$	0		$	35,319		$	240,539		$	568,922
David C. Adams		$	566,713		$	0		$	152,289		$	0		$	2,637,642
Thomas P. Quinly		$	0		$	0		$	0		$	0		$	0

(a)

Amounts reported in this column represent deferral of salary and incentive payments deferred in 2010, and such amounts are also included in the corresponding columns of the Summary Compensation Table.

Total Pension Benefit Payable to Executive Officers

The estimated total pension benefit payable under the Curtiss-Wright Retirement Plan, and the nonqualified Curtiss-Wright Restoration Plan described above in “Pension Plans” to the NEOs at retirement age 65 is also described in the following table as a total lump sum payable from each of these plans, based on benefits earned through December 31, 2011. Participants must choose to receive benefits under the Retirement Plan and the Restoration Plan either through annuity payments or as a lump sum.

Qualified Pension Benefit


Name & Principal Position	Plan Name (a)	Number of Years Credited Service		Present Value of Accumulated Benefit (b) ($)		Payments During Last Fiscal Year ($)
Martin R. Benante	Curtiss-Wright Corporation Retirement Plan		34		3,755,655		$	0
Glenn E. Tynan	Curtiss-Wright Corporation Retirement Plan		12		532,246		$	0
David J. Linton	Curtiss-Wright Corporation Retirement Plan		8		312,785		$	0
David C. Adams	Curtiss-Wright Corporation Retirement Plan		12		1,109,838		$	0
Thomas P. Quinly	Curtiss-Wright Corporation Retirement Plan		7		364,392		$	0

(a)

The Curtiss-Wright Corporation Retirement Plan is a defined benefit pension plan providing qualified retirement benefits to eligible employees of the Curtiss-Wright Corporation. Benefits are based on a formula which takes account of service and the average of the highest five years of a participant’s pay within the last 10 years of employment. Normal retirement is the later of age 65 or five years of service. Unreduced early retirement benefits may be payable if age is greater than 55 and the sum of age and service exceeds 80.

(b)

The present value of the accumulated benefit was determined as of December 31, 2011, the measurement date used for pension disclosure in the Company’s financial statements pursuant to Accounting Standard Codification 715 (Formerly Statement of Financial Accounting Standard Nos. 87 and 158).

Non-Qualified Pension Benefit


Name & Principal Position	Plan Name (a)	Number of Years Credited Service		Present Value of Accumulated Benefit (b) ($)		Payments During Last Fiscal Year ($)
Martin R. Benante	Curtiss-Wright Corporation Restoration Plan		34		9,245,211		$	0
Glenn E. Tynan	Curtiss-Wright Corporation Restoration Plan		12		1,196,614		$	0
David J. Linton	Curtiss-Wright Corporation Restoration Plan		8		1,273,415		$	0
David C. Adams	Curtiss-Wright Corporation Restoration Plan		12		1,019,916		$	0
Thomas P. Quinly	Curtiss-Wright Corporation Restoration Plan		7		300,087		$	0

(a)

The Curtiss-Wright Corporation Restoration Plan is a non-qualified retirement plan established to provide benefits that would have been payable under the C-W Retirement Plan but for the limitations imposed by the provisions of the Internal Revenue Code and Employee Retirement Income Security Act. All participants of the C-W Retirement Plan are eligible to participate in the Restoration Plan. Restoration benefits are payable at the same time and otherwise in accordance with the terms and conditions applicable under the C-W Retirement Plan.

(b)

The Plan benefit formula is described earlier. Elements of compensation that are included in the calculation of a benefit are base salary earned and short and long-term cash incentives earned. The Company has not adopted a policy prohibiting special benefits under the plans. However, historically the Company has not provided any additional years of credited service to any participants in the Plan.

COMPENSATION OF DIRECTORS

The following table sets forth certain information regarding the compensation earned by or granted to each non-employee director who served on the Company’s Board of Directors in 2011. Mr. Benante, the only director who is an employee of the Company, is not compensated for his services as a Board member.

Director Compensation


Name	Fees Earned or Paid in Cash ($)(a)			Stock Awards ($)(b)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Compensation Earnings ($)		All Other Compensation ($)(c)			Total
S. Marce Fuller		$	119,100		$	70,000		—		—		—		$	910		$	190,011
Allen A. Kozinski		$	97,200		$	70,000		—		—		—		$	910		$	168,110
Carl G. Miller (d)		$	23,850		$	70,000		—		—		—		$	251		$	94,101
William B. Mitchell		$	100,800		$	70,000		—		—		—		$	910		$	171,709
John R. Myers		$	117,600		$	70,000		—		—		—		$	910		$	188,510
John B. Nathman		$	82,800		$	70,000		—		—		—		$	910		$	153,709
Robert J. Rivet		$	62,550		$	35,000		—		—		—		$	439		$	97,989
William Sihler		$	101,400		$	70,000		—		—		—		$	910		$	172,310
Albert E. Smith		$	92,100		$	70,000		—		—		—		$	910		$	163,010

(a)

Represents all fees earned or paid in cash for services as a director, including annual retainer, board meeting fees, and committee chairman retainers paid in cash, stock, or a combination of the two at the election of the Director, and includes amounts deferred.

(b)

The values shown represent the aggregate grant date fair value for 2011 computed in accordance with FASB ASC Topic 718. In February 2011, each non-employee Director other than Mr. Rivet was awarded 1,955 shares of restricted common stock as annual stock grant, each having a full fair value of $70,000 based on the market value of the common stock on the grant date pursuant to FASB ASC Topic 718. In May 2011, Mr. Rivet received 1,040 shares of restricted common stock as an award for newly elected members to the Board of Directors having a full fair value of $35,000 based on the market value of the common stock on the grant date pursuant to FASB ASC Topic 718. The aggregate number of stock awards outstanding at December 31, 2011 are as follows: Fuller—6,533; Kozinski—7,159; Mitchell—6,533; Myers—6,533; Nathman—7,145; Rivet—1,040; Sihler—6,533; and Smith—6,533.

(c)

Represents premium payments paid by the Company during the covered fiscal year for term life insurance and dividends paid on annual restricted common stock grant.

(d)

Mr. Miller resigned from the Board and did not stand for election effective as of May 6, 2011.

Each non-employee director of the Company is paid an annual retainer of $45,000 plus $1,800 for each meeting of the Board of Directors and committees he or she personally attended or participated in by telephone conference call. The chairpersons of the Finance Committee and Committee on Directors and Governance of the Board of Directors are paid an additional annual retainer of $7,500. The chairpersons of Audit and Executive Compensation Committees of the Board of Directors are paid an additional annual retainer of $15,000. Pursuant to the Company’s 2005 Stock Plan for Non-Employee Directors, the Company’s non-employee Directors may elect to receive their annual retainer and meeting fees in the form of Company Common Stock, cash, or both and may elect to defer the receipt of such stock or cash. Each non-employee Director is also eligible for group term life insurance coverage in the amount of $150,000 for which the Company pays the premiums. The premiums paid on this insurance coverage for each Director is reported as income to the Director. In addition, each Director is also eligible for executive physicals at the Mayo clinic for the Director and his or her spouse, which the Company pays the cost and whose total value for each Director is generally less than $10,000.

In addition to the annual retainer and meeting fees described above, under the Company’s 2005 Stock Plan for Non-Employee Directors, the Company, acting through the Committee on Directors and

Governance has the authority to make equity grants to non-employee Directors. Effective February, 2012, each non-employee Director was granted 1,787 shares of restricted Common Stock based on a market value of $70,000 on the grant date. The Company grants each newly-appointed Director upon appointment a grant of restricted Common Stock valued at $35,000 based on the market value of the Common Stock on the grant date with such shares subject to forfeiture based upon failing to remain on the Board for a five year period. In 2005, the Directors adopted a policy that each Director must accumulate a total position in the Company’s Common Stock with a value of three times the annual retainer.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act and the rules thereunder of the Securities and Exchange Commission require the Company’s Directors, Officers, and beneficial owners of more than 10% of the Common Stock to file reports of their ownership and changes in ownership of Common Stock with the Commission. Securities and Exchange Commission regulations require that the Company be furnished with copies of these reports. Personnel of the Company generally prepare these reports on behalf of the Directors and Officers on the basis of information obtained from each Director and Officer. Based solely on a review of these reports and on such information from the Directors and Officers, the Company believes that all reports required by Section 16(a) of the Securities and Exchange Act to be filed during the year ended December 31, 2011 were filed on time.

Certain Relationships and Related Transactions

The Company’s legal department is primarily responsible for identifying relationships and transactions in which the Company and a director, executive officer or more than 5% stockholder of the Company, including any of their immediate family members, and any entity owned or controlled by them, are participants to determine whether any of these related persons had or will have a direct or indirect material interest. In order to identify potential related person transactions, the Company’s legal department annually prepares and distributes to all directors and executive officers a written questionnaire which includes questions intended to elicit information about any related person transactions.

The Company’s corporate governance guidelines, applicable to Directors, and the Company’s code of conduct, applicable to all employees of the Company, including executive officers (copies of which may be viewed within the Corporate Governance section of the Company’s website at www.curtisswright.com and are available in print, without charge, upon written request to the Company’s Corporate Secretary), prohibits such individuals from engaging in specified activities without prior approval. These activities typically relate to conflict of interest situations where a director, executive officer or immediate family member may have significant financial or business interests in another company competing with or doing business with the Company, or who stands to benefit in some way from such a relationship or activity. If a director or executive officer believes that, as a result of a transaction with the Company, he or she has an actual or potential conflict of interest with the Company, he or she must promptly notify the Company’s General Counsel. In case of a transaction involving a director, he or she must also notify the Chairman of the Committee on Directors and Governance (or in case of a transaction involving the Chairman of the Committee on Directors and Governance, notify the members of the Committee on Directors and Governance).

The Board of Directors has responsibility for reviewing and approving or ratifying related person transactions. To the extent that a proposed related-person transaction may involve a director, such individual may not participate in any decision by the Board that in any way relates to the matter that gives rise to the conflict of interest.

Neither the corporate governance guidelines nor code of conduct specify the standards to be applied by the Board of Directors in reviewing transactions with related persons. However, the Company expects that in general the Board of Directors will consider all of the relevant facts and circumstances, including, if applicable, but not limited to: (i) the benefits to the Company; (ii) the impact on a Director’s independence in the event the related person is a Director, an immediate family member of a Director, or an entity in which a Director is a partner, shareholder, or executive officer;

(iii) the availability of other sources for comparable products or services; (iv) the terms of the transaction; and (v) the terms available for similar transactions with unrelated third parties.

During fiscal year 2011, there were no proceedings to which any of our Directors, executive officers, affiliates, holders of more than five (5%) percent of our Common Stock, or any associate (as defined in the Proxy Rules) of the foregoing were adverse to the Company. During fiscal year 2011, none of our Directors, executive officers, holders of more than five (5%) percent of our Common Stock, or any members of their immediate family had a direct or indirect material interest in any transactions or series of transactions with the Company in which the amount involved exceeded or exceeds $120,000.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2011:

•

None of the members of the Executive Compensation Committee was an officer (or former officer) or employee of the Company;

•

None of the members of the Executive Compensation Committee or any members of their immediate family entered into (or agreed to enter into) any transaction or series of transactions with the Company in which the amount involved exceeded or exceeds $120,000;

•

None of the Company’s executive officers served on the compensation committee (or another board committee with similar functions or, if there was no such committee, the entire board of Directors) of another entity where one of that entity’s executive officers served on the Company’s Executive Compensation Committee;

•

None of the Company’s executive officers was a Director of another entity where one of that entity’s executive officers served on the Company’s Executive Compensation Committee; and

•

None of the Company’s executive officers served on the compensation committee (or another board committee with similar functions or, if there was no such committee, the entire board of Directors) of another entity where one of that entity’s executive officers served as a Director on the Company’s Board of Directors.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of February 15, 2012 for the beneficial ownership of common stock by (a) each stockholder who, to the Company’s knowledge, is the beneficial owner of more than 5% of the outstanding shares of any class of Common Stock, (b) each current Director of the Company, (c) each nominee for election as a Director of the Company, (d) each of the executive officers of the Company named in the Summary Compensation Table above (the “Named Executive Officers”), and (e) all current Directors and executive officers of the Company as a group. The percentages in the third column are based on 46,731,444 shares of Common Stock outstanding on February 15, 2012. In each case, except as otherwise indicated in the footnotes to the table, the shares shown in the second column are owned directly or indirectly by the individuals or members of the group named in the first column, with sole voting and dispositive power. For purposes of this table, beneficial ownership is determined in accordance with the federal securities laws and regulations. Inclusion in the table of shares not owned directly by the Director or Named Executive Officer does not constitute an admission that such shares are beneficially owned by the Director or Named Executive Officer for any other purpose.

Name of Beneficial Owner

Number of Shares
Beneficially Owned

Percentage
of Class

GAMCO Asset Management Inc.

4,023,759

(a)

8.6

BlackRock, Inc.

3,965,238

(b)

8.5

Singleton Group LLC

3,762,960

(c)

8.1

David C. Adams

156,039

(d)(e)(f)

Martin R. Benante

513,579

(d)(e)(f)

1.1

Dean M. Flatt

2,679

(d)(g)

S. Marce Fuller

14,763

(d)(h)

Dr. Allen A. Kozinski

17,402

(d)(g)

David J. Linton

183,340

(d)(e)(f)

William B. Mitchell

22,079

(d)

John R. Myers

16,500

(d)

John B. Nathman

10,156

(d)(g)

Thomas P. Quinly

80,047

(d)(e)(f)

Robert J. Rivet

1,040

(d)(g)

Dr. William W. Sihler

6,724

(d)

Albert E. Smith

12,514

(d)(g)(h)

Glenn E. Tynan

160,268

(d)(e)(f)

Directors and Executive Officers as a group (18 persons)

1,373,806

(i)

2.9

Less than 1%.

(a)

Address is One Corporate Center, Rye, New York, 10580. The information as to the beneficial ownership of Common Stock by GAMCO Asset Management Inc. was obtained from Form 13F, dated February 10, 2012, filed with the Securities and Exchange Commission. Such Form 13F disclosed that at December 31, 2011, it possessed sole voting power with respect to 2,369,759 shares of Common Stock and no voting power with respect to 131,000 shares of Common Stock. Also, pursuant to Form 13F, dated February 10, 2012, filed with the Securities and Exchange Commission, Gabelli Funds, LLC, an affiliate of GAMCO Asset Management Inc., disclosed that at December 31, 2011, it possessed sole voting power with respect to 1,523,000 shares of Common Stock.

(b)

Address is 40 East 52nd Street, New York, New York, 10022. The information as to the beneficial ownership of Common Stock by BlackRock, Inc. was obtained from Amendment No. 2, dated January 20, 2012, to its statement on Schedule 13G, filed with the Securities and Exchange Commission. Such report discloses that at January 20, 2012, BlackRock, Inc. possessed sole voting and dispositive power with respect to 3,965,238 shares of Common Stock.

(c)

Address is 11661 San Vicente Boulevard, Suite 915, Los Angeles, California, 90049. The information as to the beneficial ownership of Common Stock by Singleton Group LLC was obtained from Amendment No. 2, dated August 17, 2007, to its statement on Schedule 13D, filed with the Securities and Exchange Commission. Such report discloses that at August 17, 2007: (1) the Singleton Group LLC possessed shared voting and dispositive power with respect to 3,762,960 shares of Common Stock, (2) Christina Singleton Mednick possessed shared voting and dispositive power with respect to 3,762,960 shares of Common Stock, (3) William W. Singleton possessed shared voting and dispositive power with respect to 3,762,960 shares of Common Stock, and (4) Donald E. Rugg possessed shared voting and dispositive power with respect to 3,762,960 shares of Common Stock and sole voting and dispositive power with respect to 56 shares of Common Stock.

(d)

Address is c/o Curtiss-Wright Corporation, 10 Waterview Boulevard, Parsippany, New Jersey, 07054.

(e)

Includes shares of Common Stock that the Named Executive Officers have the right to acquire through the exercise of stock options within 60 days of February 15, 2012 as follows: David C. Adams, 96,370; Martin R. Benante, 391,701; David J. Linton, 115,232; Thomas P. Quinly, 46,269; and Glenn E. Tynan, 101,339.

(f)

Includes shares of time-based restricted Common Stock (granted under the Company’s 2005 Long-Term Incentive Plan) that vest on the third anniversary of the date of grant as follows: David C.

Adams, 31,244; Martin R. Benante, 71,955; David J. Linton, 32,150; Thomas P. Quinly, 16,645; and Glenn E. Tynan, 26,574.

(g)

Includes shares of restricted Common Stock owned by the Directors as follows (and subject to forfeiture under the Company’s 2005 Stock Plan for Non-Employee Directors): Dean M. Flatt, 2,679; Allen A. Kozinski, 6,049; William B. Mitchell, 785; John R. Myers, 1,975; John B. Nathman, 6,661; Robert J. Rivet, 1,040; and Albert E. Smith, 6,049.

(h)

Share total rounded down to the next whole number of shares respecting fractional shares purchased pursuant to a broker dividend reinvestment plan.

(i)

Includes shares of Common Stock as indicated in the preceding footnotes.

PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed the firm of Deloitte & Touche LLP to act as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2012, subject to the ratification by the Company’s stockholders as required by the By-laws of the Company. The Board of Directors requests that stockholders ratify such appointment. If the stockholders fail to ratify the appointment of Deloitte & Touche LLP, our Audit Committee will appoint another independent registered public accounting firm to perform such duties for the current fiscal year and submit the name of such firm for ratification by our stockholders at the next Annual Meeting of stockholders.

Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting to make such statements and answer such questions as are appropriate.

Ratification of the appointment of Deloitte & Touche LLP will require the affirmative vote of at least a majority in voting interest of the stockholders present in person or by proxy and voting at the Annual Meeting, assuming the presence of a quorum. As further discussed in the section titled “Broker non- votes” on page 1 of this Proxy Statement, if you own shares of Common Stock through a bank, broker or other holder of record and you do not instruct your bank, broker or other holder of record on how to vote on this “routine” proposal, your bank, broker or other holder of record will nevertheless have authority to vote your shares on this “routine” proposal in your banks’, brokers’ or other holders’ of record discretion.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012

Disclosure About Fees

The following table presents the aggregate fees billed by our independent registered public accountants, Deloitte & Touche LLP, and their respective affiliates for the audit of our annual financial statements for the calendar years ended December 31, 2011 and 2010, as well as other services provided during those periods:


	2011			2010
Audit Fees (a)		$	3,596,300		$	3,384,000
Audit-Related Fees (b)			183,200			95,000
Tax Fees (c)			244,000			198,000
All Other Fees (d)			0			0

Total			4,023,500			3,677,000

(a)

Audit Fees consist of fees billed for services rendered for the annual audit of our consolidated financial statements, audit of the effectiveness of our internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act, review of condensed consolidated financial statements included in the Company’s quarterly reports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings or engagements.

(b)

Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported under the caption “Audit Fees”. The fees for 2011 and 2010 relate to due diligence in connection with potential acquisitions and a pension plan audit for one of our subsidiaries.

(c)

Tax Fees consist of fees billed for services rendered for tax compliance, tax advice, and tax planning. The fees for 2011 and 2010 relate principally to preparation of tax returns and other tax compliance services directly related to such returns.

(d)

All Other Fees consist of fees billed for products and services other than fees as reported in the above three categories.

Pre-Approval Policy for Audit and Non-Audit Services

The Audit Committee has adopted a policy to pre-approve audit and permissible non-audit services provided by the independent accountants. The Audit Committee will consider annually and, if appropriate, approve the scope of the audit services to be performed during the fiscal year as outlined in an engagement letter proposed by the independent accountants. To facilitate the prompt handling of certain matters, the Audit Committee delegates to the Chief Financial Officer the authority to approve in advance all audit and non-audit services below $250,000 to be provided by the independent accountants so long as no individual service exceeds $50,000. For permissible non-audit services, we submit to the Audit Committee, at least quarterly, a list of services and a corresponding budget estimate that we recommend the Audit Committee engage the independent accountant to provide. We routinely inform the Audit Committee as to the extent of services provided by the independent accountants in accordance with this pre-approval policy and the fees incurred for the services performed to date. During fiscal year 2011, all of the Audit-Related Fees, Tax Fees and All Other Fees in the table above were approved by the Audit Committee. The Company believes that none of the time expended on Deloitte & Touche LLP’s engagement to audit the Company’s financial statements for fiscal 2011 and 2010 was attributable to work performed by individuals other than Deloitte & Touche LLP’s full-time, permanent employees.

PROPOSAL THREE: ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

Overview

The Board of Directors is committed to excellence in governance. As part of that commitment, and as required by Section 14A(a)(1) of the Securities Exchange Act of 1934, as amended, the Board of Directors is providing the stockholders with an opportunity to provide an advisory vote on executive compensation (commonly known as a “say on pay” proposal). The Board of Directors recognizes that providing stockholders with an advisory vote on executive compensation may produce useful information on investor sentiment with regard to the Company’s executive compensation programs. The Company held its first ever say on pay vote at the 2011 Annual Meeting held on May 6, 2011, and made significant changes to its compensation program and practices consistent with feedback received from the stockholders and certain stockholder advisory groups through the vote as well as meetings thereafter. The Company’s executive compensation program and practices are fully described in the “Compensation Discussion and Analysis” section and other table and narrative disclosures in this Proxy Statement.

Compensation Process and Objectives

As a result of the 2011 say on pay vote, the Executive Compensation Committee took immediate action by delaying pay raises for the named executive officers until such time the Executive Compensation Committee could evaluate the compensation program. Additionally, certain members of the Company’s management team held meetings with the Company’s major stockholders and stockholder advisory groups to discuss their specific concerns and seek input on the Company’s executive compensation program. The Executive Compensation Committee and management met frequently to review, consider, and respond to the stockholder concerns with the executive compensation plan design and philosophy. Additionally, the Executive Compensation Committee obtained feedback, advice, and recommendations on compensation best practices from its independent external compensation consultant, Pay Governance LLC. The Executive Compensation Committee also reviewed the Company’s performance, the compensation practices of its peers and compensation surveys and other materials regarding general and executive compensation.

These actions resulted in the adoption of a new compensation program for executives and other compensation changes by the Board of Directors in November 2011 that address stockholder concerns and achieve the following compensation philosophy and objectives:

•

Offering an executive compensation program that is competitive and that helps the Company attract, motivate and retain top performing executives;

•

Targeting pay levels at 50th percentile of comparable companies within the Company’s broad industries;

•

Linking compensation to performance through a pay-for-performance philosophy that includes a significant portion of the named executive officers compensation tied to achievement of strategic financial and other goals; and

•

Aligning interests of the Company’s executive officers and stockholders through equity-based compensation and stock ownership guidelines. A significant portion of the Company’s equity-based compensation is variable, based on defined performance goals linked to the Company’s corporate strategy with an emphasis on relative total stockholder return.

Significant Executive Compensation Actions

Key features and changes to the compensation program for executives are:

•

Target pay at 50th percentile (P50) for appropriately sized market data and our selected peer group

•

CEO’s annual and long-term incentive targets moved to market P50 immediately

•

Other executives’ annual and long-term incentive targets moved downward toward market P50 for 2012 and fully at P50 within 2 to 3 years

•

Current salaries will not increase for two years if they exceed 60th percentile of market data for comparable-sized companies

•

Relative total stockholder return comprised 30% of long-term incentive grant made in November 2011

•

Will use relative peer performance in setting specific performance goals for annual and long-term incentive plans

•

For the 2012 annual incentive compensation award, reduced qualitative individual goal weight to 20% from 40% and shifted cash flow objective to quantitative Company performance objective

•

For the 2012 annual incentive compensation award, weighted 80% quantitative company performance (adjusted operating income and cash flow for 2012) and 20% qualitative individual performance

•

Eliminated stock options for the 2011 November long-term incentive compensation award to reduce burn rate

•

For NEOs, the November 2011 grant date long-term incentive mix was: restricted stock units (30%), performance shares (30%), and long-term cash based performance units (40%)

•

Restricted stock units will continue to have a minimum three year cliff vesting period

•

Elimination of stock options and lower long-term executive incentive targets will reduce the Company’s burn rate

•

On a pro-forma basis, these actions will reduce our burn rate to below 2% for the near term future

•

Going forward, the Company is committed to maintaining a burn rate within an industry acceptable range

•

CEO voluntarily forfeited his single trigger “walk away right” effective immediately with respect to his Change-in-Control agreement

Because the Company awards its long-term incentives in November, the actions discussed in the above table relate to the setting of the November 2011 grant date award, which covers the performance period January 1, 2012 to December 31, 2014. Other actions, such as changes to the annual incentive plan, relate to the 2012 performance period and are not reflected in 2011’s annual incentive compensation payments.

Other than freezing salaries for the CEO and all other named executive officers in 2011, the changes made to the executive compensation program were implemented on a prospective basis, effective November 2011. Because the changes are prospective, and not retrospective, the changes do not affect awards made in previous years. Incentive compensation awards granted on or after November 2011 are based on Company performance starting in 2012 and subsequent years, as applicable. Therefore, the total compensation amounts shown in the Summary Compensation Table in this Proxy Statement include amounts not only for the new grants (to be paid as earned in the future), but also for payouts of awards made under the prior executive compensation program, which are the majority of the total amounts shown in that table. This is pointed out to underscore the fact that the current and future executive compensation program is much different than the past one, but the amounts reported still reflect certain payouts made under the old program.

The Board recommends that stockholders support this new compensation program since it is responsive to stockholder feedback and meets the compensation objectives of the Company, by voting on the following resolution:

“RESOLVED, that the stockholders of Curtiss-Wright Corporation approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers, as disclosed in the Proxy Statement for the 2012 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables and accompanying narrative disclosure therein.”

This vote is advisory, and therefore not binding on the Company, the Executive Compensation Committee or the Board of Directors. It will not overrule any decisions made by the Board of Directors or the Executive Compensation Committee, or require the Board of Directors or the Executive Compensation Committee to take any specific action. The Board of Directors and the Executive Compensation Committee value the opinions of the stockholders and to the extent there is any significant vote against the Named Executive Officer compensation as disclosed in this Proxy Statement, the Board of Directors will consider the stockholder concerns and the Executive Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Adoption of this resolution will require the affirmative vote of at least a majority in voting interest of the stockholders present in person or by proxy and voting at the Annual Meeting, assuming the presence of a quorum. As further discussed in the section titled “Broker non-votes” on page 1 of this Proxy Statement, if you own shares of Common Stock through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares of Common Stock so that your vote can be counted on this Proposal Three.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT

HOUSEHOLDING OF ANNUAL DISCLOSURE DOCUMENTS

The Securities and Exchange Commission has adopted rules governing the delivery of annual disclosure documents that permit us to send a single set of our annual report and proxy statement to any household at which two or more stockholders reside if we believe that the stockholders are members of the same family, unless we have received contrary instructions from one or more of the stockholders. This rule benefits both stockholders and the Company. It reduces the volume of duplicate information received and helps to reduce our expenses. Each stockholder will continue to receive a separate proxy card. If your household received a single set of disclosure documents for this year, but you would prefer to receive your own copy now or in the future, please contact our transfer agent, American Stock Transfer & Trust Company, by calling their toll-free number, 1-800-937-5449, accessing their website at www.amstock.com, or writing to them at 6201-15th Avenue, Brooklyn, New York 11219. A separate copy will be promptly provided to you upon receipt of your request. Stockholders sharing an address who are receiving multiple copies of our proxy statement and annual report and who wish to receive a single copy of such materials in the future, please contact American Stock Transfer & Trust Company as indicated above.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
FOR 2013 ANNUAL MEETING

Pursuant to regulations of the Securities and Exchange Commission, stockholders who intend to submit proposals for inclusion in our proxy materials for the 2013 Annual Meeting must do so no later than December 1, 2012. This requirement is separate from the Securities and Exchange Commission’s other requirements that must be met to have a stockholder proposal included in our proxy statement. In addition, this requirement is independent of certain other notice requirements of our Amended and Restated By-laws described below. All stockholder proposals and notices should be submitted to Corporate Secretary, Curtiss-Wright Corporation, 10 Waterview Boulevard, Second Floor, Parsippany, New Jersey 07054. The attached proxy card grants the proxy holder discretionary authority to vote on any matter raised and presented at the Annual Meeting. Pursuant to amended Securities and Exchange Commission Rule 14a-4(c)(1), we will exercise discretionary voting authority to the extent conferred by proxy with respect to stockholder proposals received after February 14, 2013.

If a stockholder of record wishes to nominate Directors or bring other business to be considered by stockholders at the 2013 Annual Meeting, such proposals may only be made in accordance with the following procedure. Under our current Amended and Restated By-laws, nominations of Directors or other proposals by stockholders must be made in writing to our offices no later than February 5, 2013 and no earlier than January 6, 2013. However, if the date of the 2013 Annual Meeting is advanced by more than 30 days or delayed by more than 70 days from the anniversary date of the 2012 Annual Meeting, then such nominations and proposals must be delivered in writing to the Company no earlier than 120 days prior to the 2013 Annual Meeting and no later than the close of business on the later of (i) the 90th day prior to the 2013 Annual Meeting, or (ii) the 10th day following the day on which public announcement of the date of the 2013 Annual Meeting is first made.

Please note that these requirements relate only to matters proposed to be considered for the 2013 Annual Meeting. They are separate from the Securities and Exchange Commission’s requirements to have stockholder proposals included in the Company’s 2013 proxy statement.

2011 ANNUAL REPORT ON FORM 10-K

Any stockholder wishing to receive, without charge, a copy of the Company’s 2011 Annual Report on Form 10-K (without exhibits) filed with the Securities and Exchange Commission, should write to the Corporate Secretary, Curtiss-Wright Corporation, 10 Waterview Boulevard, Second Floor,

Parsippany, New Jersey 07054. Exhibits to the Form 10-K will be furnished upon written request and payment of the Company’s expenses in furnishing such documents. The Company’s 2011 Annual Report on Form 10-K is also available free of charge through the Investor Relations section of the Company’s website at www.curtisswright.com.

OTHER MATTERS WHICH MAY BE PRESENTED FOR ACTION AT THE MEETING

The Board of Directors does not intend to present for action at this Annual Meeting any matter other than those specifically set forth in the Notice of Annual Meeting. If any other matter is properly presented for action at the Annual Meeting, it is the intention of persons named in the proxy to vote thereon in accordance with their judgment pursuant to the discretionary authority conferred by the proxy.

By Order of the Board of Directors

Michael J. Denton
Corporate Secretary

Dated: March 30, 2012

Appendix A

CURTISS-WRIGHT CORPORATION

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Friday, May 4, 2012. This Proxy Statement, our 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission, and informational brochure to security holders are available on our website: www.curtisswright.com.

PROXY SOLICITED BY THE BOARD OF DIRECTORS OF CURTISS-WRIGHT CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FRIDAY, MAY 4, 2012

The undersigned hereby constitutes and appoints MARTIN R. BENANTE, GLENN E. TYNAN and MICHAEL J. DENTON, and each of them, as proxies of the undersigned, with full power to appoint his substitute, and authorizes each of them to represent and to vote all shares of common stock, par value $1.00 per share, of Curtiss-Wright Corporation (the “Company”) which the undersigned is entitled to vote at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Friday, May 4, 2012, at the Sheraton Parsippany Hotel, 199 Smith Road, Parsippany, New Jersey 07054, commencing at 10:00 a.m. local time, or any adjournment or postponement thereof, with all the powers the undersigned would have if personally present, respecting the following matters described in the accompanying proxy statement and, in their discretion, on other matters which come before the meeting.

When properly executed, this proxy will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is given, this proxy will be voted FOR the Director nominees listed in Proposal One; and FOR Proposals Two and Three. In their discretion, the proxies are each authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. A stockholder wishing to vote in accordance with the Board of Directors’ recommendations need only sign and date this proxy and return it in the enclosed envelope.

The undersigned hereby acknowledge(s) receipt of a copy of the accompanying Notice of Annual Meeting of Stockholders, the proxy statement with respect thereto, the Company’s 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission, and informational brochure to Stockholders and hereby revoke(s) any proxy or proxies heretofore given. This proxy may be revoked at any time before it is exercised.

PROXY VOTING INSTRUCTIONS

VIA MAIL: Date, sign and mail your proxy card in the envelope provided as soon as possible.

VIA TELEPHONE: Call toll-free 1-800-PROXIES from any touch-tone telephone and follow the instructions. Please have your control number and proxy card available when you call.

VIA INTERNET: Access “www.voteproxy.com” and follow the on-screen instructions.

Have your control number available when you access the web page.

COMPANY NUMBER:

ACCOUNT NUMBER:

CONTROL NUMBER:

IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET, PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: S

A-1

The Board of Directors recommends a vote FOR the Director nominees listed in Proposal One;

and FOR Proposals Two and Three.

1. Election of Directors.


[ ]		FOR all nominees listed below (except as marked to the contrary)		[ ]		WITHHOLD AUTHORITY to vote for all nominees listed below

Martin R. Benante, Dean M. Flatt, S. Marce Fuller, Allen A. Kozinski,
John R. Myers, John B. Nathman, Robert J. Rivet, William W. Sihler and Albert E. Smith

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, WRITE THAT NOMINEE’S NAME(S) IN THE SPACE PROVIDED BELOW:

2. Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012.

£ FOR £ AGAINST £ ABSTAIN

3. Proposal on advisory (non-binding) vote on Executive Compensation.

£ FOR £ AGAINST £ ABSTAIN

To change the address on your account, please check this box [ ] and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method.

SIGNATURES

This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Signature of Stockholder_______________________________________________ Date:________________

A-2







	CURTISS-WRIGHT CORPORATION

PROXY SOLICITED BY THE BOARD OF DIRECTORS OF CURTISS-WRIGHT CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FRIDAY, MAY 4, 2012

(Continued and to be signed on the reverse side.)


	14475

ANNUAL MEETING OF STOCKHOLDERS OF

CURTISS-WRIGHT CORPORATION

May 4, 2012

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting
to be Held on Friday, May 4, 2012.
This Proxy Statement, our 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission,
and informational brochure to security holders are available on our website: www.curtisswright.com.

Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.


â	Please detach along perforated line and mail in the envelope provided.	â


	20930300000000000000 7	050412

The Board of Directors recommends a vote FOR the Director nominees listed in Proposal One; FOR Proposals Two and Three. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x



1. Election of Directors:

		NOMINEES:
o	FOR ALL NOMINEES	¡	Martin R. Benante
		¡	Dean M. Flatt
o	WITHHOLD AUTHORITY	¡	S. Marce Fuller
	FOR ALL NOMINEES	¡	Allen A. Kozinski
		¡	John R. Myers
o	FOR ALL EXCEPT	¡	John B. Nathman
	(See instructions below)	¡	Robert J. Rivet
		¡	William W. Sihler
		¡	Albert E. Smith



INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: l




To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.				o


		FOR	AGAINST	ABSTAIN
2.	Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012.	o	o	o

3.	Proposal on advisory (non-binding) vote on Executive Compensation.	o	o	o

The undersigned hereby acknowledge(s) receipt of a copy of the accompanying Notice of Annual Meeting of Stockholders, the proxy statement with respect thereto, the Company’s 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission, and informational brochure to Stockholders and hereby revoke(s) any proxy or proxies heretofore given. This proxy may be revoked at any time before it is exercised.

IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET, PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE


Signature of Stockholder		Date:		Signature of Stockholder		Date:


	Note:	Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

ANNUAL MEETING OF STOCKHOLDERS OF

CURTISS-WRIGHT CORPORATION

May 4, 2012

PROXY VOTING INSTRUCTIONS


	INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page.

	TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

	Vote online/phone until 11:59 PM EST the day before the meeting.

	MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

	IN PERSON - You may vote your shares in person by attending the Annual Meeting.


COMPANY NUMBER
ACCOUNT NUMBER

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Friday, May 4, 2012.
This Proxy Statement, our 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission, and informational brochure to security holders are available on our website: www.curtisswright.com.


â	Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.	â


	20930300000000000000 7	050412

The Board of Directors recommends a vote FOR the Director nominees listed in Proposal One; FOR Proposals Two and Three. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x



1. Election of Directors:

		NOMINEES:
o	FOR ALL NOMINEES	¡	Martin R. Benante
		¡	Dean M. Flatt
o	WITHHOLD AUTHORITY	¡	S. Marce Fuller
	FOR ALL NOMINEES	¡	Allen A. Kozinski
		¡	John R. Myers
o	FOR ALL EXCEPT	¡	John B. Nathman
	(See instructions below)	¡	Robert J. Rivet
		¡	William W. Sihler
		¡	Albert E. Smith



INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: l




To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.				o


		FOR	AGAINST	ABSTAIN
2.	Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012.	o	o	o

3.	Proposal on advisory (non-binding) vote on Executive Compensation.	o	o	o

The undersigned hereby acknowledge(s) receipt of a copy of the accompanying Notice of Annual Meeting of Stockholders, the proxy statement with respect thereto, the Company’s 2011 Annual Report on Form 10-K filed with the Securities and Exchange Commission, and informational brochure to Stockholders and hereby revoke(s) any proxy or proxies heretofore given. This proxy may be revoked at any time before it is exercised.

IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET, PLEASE VOTE, DATE AND SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE


Signature of Stockholder		Date:		Signature of Stockholder		Date:


	Note:	Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.