EXECUTIVE LIFE INSURANCE AGREEMENT

EXECUTIVE LIFE INSURANCE AGREEMENT

     This AGREEMENT is made as of the 28 ^th day of December, 2006, by and between TERRENCE G. LINNERT (the “ Executive ”) and GOODRICH CORPORATION (the “ Company ”), a New York corporation (collectively, the “ Parties ”).

RECITALS

      WHEREAS , the Parties have entered into a Split Dollar Insurance Agreement dated March 1, 1998 pursuant to which the Company purchased a certain life insurance policy insuring the life of the Executive attached hereto as Exhibit A (the “Policy” ) and endorsed to the Executive’s designated beneficiary or beneficiaries a right to receive a portion of the death benefits payable thereunder (the “ Split Dollar Program ”);

      WHEREAS , the Parties have determined that the Split Dollar Program no longer meets the business purposes of the Company; and

      WHEREAS , the Parties desire to terminate the Split Dollar Program, cancel the endorsement and enter into this Agreement providing for the transfer of all rights of ownership of the Policy to the Executive and the one-time lump sum cash payment by the Company to the insurer in the amount needed to sustain the Policy for the anticipated lifetime of the Executive at a cost of $300 per year for the Executive’s lifetime with a death benefit equal to the Executive’s projected base salary at age 65 multiplied by two.

      NOW, THEREFORE , in consideration of the promises and other valuable consideration between the Parties it is agreed as follows:

ARTICLE I
TERMINATION OF SPLIT DOLLAR PROGRAM

     The Split Dollar Program shall be terminated and all rights, benefits and obligations derived from such instruments or any other documents (including any related correspondence) by or of the Executive shall be cancelled. The Company shall become the sole owner and beneficiary of the Policy and exercise, in its sole discretion, all rights of ownership granted to the policyholder by the terms of the Policy. Each Party agrees to take such further action, do such other things and execute such other written instruments as shall be necessary and proper to carry out the termination of the Split Dollar Program and transfer of all rights of ownership of the Policy to the Executive. The Executive agrees that the Company’s obligations pursuant to this Agreement shall not become effective unless and until all such actions to terminate the Split Dollar Program are complete. The Company and the Executive agree that the termination of the Split Dollar Program and the transfer of the ownership of the Policy in accordance with Article II shall occur simultaneously.

ARTICLE II
COMPANY OBLIGATIONS

     2.1 Subject to the terms and conditions of this Agreement, the Company shall transfer all rights of ownership of the Policy to the Executive.

     2.2 Subject to