Exhibit 10 (ii)


                             SIXTH AMENDMENT TO THE
                   CURTISS-WRIGHT CORPORATION RETIREMENT PLAN

         THIS AMENDMENT,  dated the 1st day of April 1998, to the CURTISS-WRIGHT
CORPORATION RETIREMENT PLAN:

                              W I T N E S S E T H:

         WHEREAS,   effective  May  1,  1953,  CURTISS-WRIGHT  CORPORATION  (the
"Company")  established  the  CURTISS-WRIGHT  CONTRIBUTORY  RETIREMENT PLAN (the
"Plan"); and

         WHEREAS, the Plan was restated in its entirety and renamed the CURTISS-
WRIGHT CORPORATION RETIREMENT PLAN, effective September 1, 1994; and

         WHEREAS,  Section  12.01 of the Plan  permits  the Company to amend the
Plan at any time.

         NOW, THEREFORE,  the CURTISS-WRIGHT  CORPORATION  RETIREMENT PLAN shall
be, and is, hereby amended as follows:

         1.       All references to the "Target Rock Corporation" will change to
"Curtiss-Wright Flow Control Corporation".

         2.  Subsection  9.02 (a) is  hereby  amended  by adding  the  following
subparagraph after Subsection 9.02 (a) (viii):

                  (ix) Metal  Improvement  Company,  Inc.,  Long Island Division
with respect to any such  pensioner  whose  credited  service was with the METAL
IMPROVEMENT  COMPANY,  INC. LONG ISLAND DIVISION with benefits  commencing on or
after April 1, 1998,  three dollars ($3.00)  multiplied by his years of credited
service  on or after  April 1, 1998,  for any  pension  payments  due for months
commencing  on or after April 1, 1998,  credited  service  for vesting  purposes
shall commence April 1, 1998.

         3. This Sixth Amendment shall be effective April 1, 1998.


                                      -33-





         IN WITNESS  WHEREOF,  the  Curtiss-Wright  Corporation  Retirement Plan
Committee hereby RESOLVES that the foregoing amendment be and hereby is adopted.


ATTEST:
                                                  CURTISS-WRIGHT CORPORATION
                                                  RETIREMENT PLAN COMMITTEE


- ------------------------------
Dana M. Taylor, Jr., Secretary




                                      -34-





                            SEVENTH AMENDMENT TO THE
                   CURTISS-WRIGHT CORPORATION RETIREMENT PLAN


         THIS AMENDMENT, dated the 29th day of April 1998, to the CURTISS-WRIGHT
CORPORATION RETIREMENT PLAN:

                              W I T N E S S E T H:

         WHEREAS,   effective  May  1,  1953,  CURTISS-WRIGHT  CORPORATION  (the
"Company")  established  the  CURTISS-WRIGHT  CONTRIBUTORY  RETIREMENT PLAN (the
"Plan"); and

         WHEREAS, the Plan was restated in its entirety and renamed the CURTISS-
WRIGHT CORPORATION RETIREMENT PLAN, effective September 1, 1994; and

         WHEREAS, the Plan as so restated had several paragraphs out of order;

         NOW, THEREFORE, so as to correct the said out-of-order  condition,  the
CURTISS-WRIGHT  CORPORATION  RETIREMENT PLAN shall be, and is, hereby amended as
follows:

         1.  Article 9.02  Subsections  (b) Early  Retirement  and (c) Total and
Permanent Disability Retirement in their entirety are moved to follow Subsection
9.02 (a) (ix).

         IN WITNESS  WHEREOF,  the  Curtiss-Wright  Corporation  Retirement Plan
Committee hereby RESOLVES that the foregoing amendment be and hereby is adopted.


ATTEST:
                                                  CURTISS-WRIGHT CORPORATION
                                                  RETIREMENT PLAN COMMITTEE



- ------------------------------
Dana M. Taylor, Jr., Secretary







                                      -35-





                             EIGHTH AMENDMENT TO THE
                   CURTISS-WRIGHT CORPORATION RETIREMENT PLAN


         THIS AMENDMENT, dated the 30th day of April 1998, to the CURTISS-WRIGHT
CORPORATION RETIREMENT PLAN:

                              W I T N E S S E T H:

         WHEREAS,   effective  May  1,  1953,  CURTISS-WRIGHT  CORPORATION  (the
"Company")  established  the  CURTISS-WRIGHT  CONTRIBUTORY  RETIREMENT PLAN (the
"Plan"); and

         WHEREAS, the Plan was restated in its entirety and renamed the CURTISS-
WRIGHT CORPORATION RETIREMENT PLAN, effective September 1, 1994; and

         WHEREAS,  Section  12.01 of the Plan  permits  the Company to amend the
Plan at any time.

         NOW, THEREFORE,  the CURTISS-WRIGHT  CORPORATION  RETIREMENT PLAN shall
be, and is, hereby amended as follows:

         1.       Subsection 1.13 is hereby amended by adding the following
subparagraph:

                  "(e)  Notwithstanding  any  provision  in  this  Plan  to  the
contrary,  for purposes of determining  Credited  Service,  an Employee hired on
April 30, 1998 whose  immediate  prior  service was with the Alpha Heat Treaters
Division of Alpha-Beta  Industries,  Inc. shall have Credited  Service  computed
from April 30, 1998."

         2.   Subsection   1.46  is  hereby  amended  by  adding  the  following
subparagraph:

                  "For periods of employment  of an Employee  hired on April 30,
1998 who,  immediately  prior  thereto was employed with the Alpha Heat Treaters
Division of Alpha- Beta Industries,  Inc. such prior service,  shall be included
in the calculation of Vesting Years of Service, as herein defined."

         3. Subsection 2.01 is hereby amended by adding the following paragraph:

                  "(d) Any  Employee  hired on April 30,  1998  whose  immediate
prior service was with Alpha-Beta Industries shall be eligible to participate in
the Plan as of the Entry Date  coinciding  with or next following the date he or
she completes his or her Year of Eligibility Service,  which Year of Eligibility
Service shall include all full time service at Alpha-Beta  Industries  and shall
remain  eligible  so long as he or she  continues  to  satisfy  the  eligibility
requirements in sub-paragraphs (b) (i) and (ii) above."

         4. This Eighth Amendment shall be effective April 30, 1998.

                                      -36-




         IN WITNESS  WHEREOF,  the  Curtiss-Wright  Corporation  Retirement Plan
Committee hereby RESOLVES that the foregoing amendment be and hereby is adopted.


ATTEST:
                                                  CURTISS-WRIGHT CORPORATION
                                                  RETIREMENT PLAN COMMITTEE



- ------------------------------
Dana M. Taylor, Jr., Secretary







                                      -37-







                             NINTH AMENDMENT TO THE
                   CURTISS-WRIGHT CORPORATION RETIREMENT PLAN

AMENDMENT,  made this 30th day of June 1998, to the  CURTISS-WRIGHT  CORPORATION
RETIREMENT PLAN (hereinafter called the "Plan"):

                                   WITNESSETH:

WHEREAS, CURTISS-WRIGHT CORPORATION (hereinafter called the "Company") adopted a
defined benefit retirement plan for the Company's employees; and

WHEREAS, the Company has decided to amend the Plan; and

WHEREAS,  Article 12 of the Plan permits the Company to amend the Plan from time
to time.

NOW, THEREFORE,  the CURTISS-WRIGHT  CORPORATION RETIREMENT PLAN shall be and is
hereby amended as follows:

1.      Section 6.01 is amended by adding the following paragraph (c) at the end
        thereof:

        "(c)      In  addition  to the  benefit  described  in Section  4.02 and
                  paragraphs  (a) and  (b) of  this  Section  6.01,  the  Normal
                  Retirement Benefit of certain participants shall be increased.
                  Participants  described in Part A of Schedule I shall  receive
                  the  increase  set forth in  subparagraphs  (i) through  (iii)
                  herein.  Participants  described in Part B of Schedule I shall
                  receive the  increase set forth in  subparagraph  (iv) herein,
                  adjusted for  optional  form of payment as provided in Section
                  7.02.

                  (i)      The benefit  described  in Section  6.01(a)  shall be
                           increased by the sum of (A) and (B) below:

                           (A)      the   applicable   factor  in   Schedule   I
                                    multiplied by the employer  accrued  benefit
                                    under  Section  6.01(a)  as of the  date  of
                                    determination,  but in no event  later  than
                                    December 31, 2000,

                           (B)      the   applicable   factor  in   Schedule   I
                                    multiplied by the employer  accrued  benefit
                                    under  Section  6.01(a)  as of the  date  of
                                    determination,  but in no event  later  than
                                    December   31,   2000,   multiplied   by   a
                                    Participant's   Years  of  Credited  Service
                                    after  December 31, 1997 and before  January
                                    1, 2001.

                                      -38-



                  (ii)     The benefit  described  in Section  6.01(b)  shall be
                           increased by the sum of (A) and (B) below:

                           (A)      the  product  of the  applicable  factor  in
                                    Schedule I, multiplied by the fraction 10/3,
                                    multiplied by the sum of:

                                    (I)     one and one-half  percent of Average
                                            Compensation  in excess  of  Covered
                                            Compensation,      with      Average
                                            Compensation  determined  as of  the
                                            date  of  determination,  but  in no
                                            event later than  December 31, 2000,
                                            and Covered Compensation  determined
                                            as of December 31, 1997, plus

                                    (II)    one percent of Average Compensation,
                                            as  determined  in  accordance  with
                                            subparagraph   (I)   above,   up  to
                                            Covered  Compensation,  with Covered
                                            Compensation    determined   as   of
                                            December 31, 1997.

                           (B)      the  product  of the  applicable  factor  in
                                    Schedule I,  multiplied  by a  Participant's
                                    Years of Credited Service after December 31,
                                    1997 and before January 1, 2001,  multiplied
                                    by the sum of:

                                    (I)     one and one-half  percent of Average
                                            Compensation  in excess  of  Covered
                                            Compensation,      with      Average
                                            Compensation       and       Covered
                                            Compensation  determined  as of  the
                                            date  of  determination,  but  in no
                                            event later than  December 31, 2000,
                                            plus

                                    (II)    one percent of Average  Compensation
                                            up  to  Covered  Compensation,  with
                                            Covered   Compensation  and  Average
                                            Compensation      determined      in
                                            accordance  with   subparagraph  (I)
                                            above.

                  (iii)    The  benefit  described  in  Section  4.02  shall  be
                           increased by the sum of (A) to (D) below:

                           (A)      the applicable  factor described in Schedule
                                    I  multiplied  by  the  Participant's   Cash
                                    Balance Account as of December 31, 1997.

                           (B)      the applicable  factor described in Schedule
                                    I   multiplied   by   the   credit   to  the
                                    Participant's  Cash Balance  Account for the
                                    1998 Plan Year.

                           (C)      the applicable  factor described in Schedule
                                    I   multiplied   by   the   credit   to  the
                                    Participant's Cash Balance Account for the
                                    1999 Plan Year.
                                      -39-



                           (D)      the applicable  factor described in Schedule
                                    I   multiplied   by   the   credit   to  the
                                    Participant's  Cash Balance  Account for the
                                    2000 Plan Year.

                  (iv) The  additional  benefits shall be set forth in Part B of
                       Schedule I.

                  (v)      In  the  event  the  limitation  on  Compensation  in
                           Section  401(a)(17)  of the Code is  increased at any
                           time by statute or regulation (but not by application
                           of the  cost-of-living  adjustment  factor in Section
                           401(a)(17)(b)  of the Code),  all accruals under this
                           section  6.01(c) shall cease as of the effective date
                           of said increase.

                  (vi)     If  the  Internal   Revenue   Service,   upon  timely
                           application,  determines  that this  Section  6.01(c)
                           causes the Plan to lose its tax-exempt  status,  then
                           this Ninth Amendment shall be void ab initio."

2.      The Ninth  Amendment  shall be  effective  January 1,  1997,  subject to
        receipt of written determination from the Internal Revenue Service, that
        the Plan as amended herein, continues to qualify under Section 401(a) of
        the Internal  Revenue Code,  and the related  trust  remains  tax-exempt
        under Section 501(a) of said Code.






                                      -40-