EXECUTIVE LIFE INSURANCE AGREEMENT

EXECUTIVE LIFE INSURANCE AGREEMENT

     This AGREEMENT is made as of the 28th day of December, 2006, by and between JOHN J. GRISIK (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 effective as of March 1, 2001 and dated April 2, 2001, as amended and modified, pursuant to which the Executive owns a certain life insurance policy insuring the life of the Executive attached hereto as Exhibit A (the “Policy” ) and the Company holds an Assignment of Life Insurance Policy as Collateral effective as of March 1, 2001 and dated April 2, 2001 (the “Collateral Assignment” ) in the Policy granting it the 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, release the Collateral Assignment and enter into this Agreement providing for the one-time lump sum cash payment by the Company to the Executive 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 Collateral Assignment held by the Company shall be released upon the Company’s receipt of all amounts due it thereunder. Upon the release of the Collateral Assignment, the Executive shall become the sole owner of the Policy and exercise in the Executive’s 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 release of the Collateral Assignment and recovery of the amounts due the Company thereunder. 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, release the Collateral Assignment and recover the amounts due the Company thereunder 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.

AR