FORM OF EXECUTIVE LIFE INSURANCE AGREEMENT

EXECUTIVE LIFE INSURANCE AGREEMENT

     This AGREEMENT is made as of the ___day of                      , 200_, by and between                                          (the “ Executive ”), GOODRICH CORPORATION (the “ Company ”), a New York corporation, and JPMORGAN CHASE BANK, N.A. (formerly, Bank One Trust Company, N.A.) (the “ Trustee ”) as trustee of the Amended And Restated Trust Under Non-Qualified Deferred Compensation Plans Sponsored By Goodrich Corporation (formerly known as the “Trust under The B.F.Goodrich Company Non-Qualified Benefit Security Plan”) (the “ Trust ”) (collectively, the “ Parties ”).

RECITALS

      WHEREAS , the Executive and the Company have entered into a Split Dollar Collateral Assignment Insurance Agreement dated May 1, 1998 (the “Split Dollar Agreement” ) pursuant to which the Executive owns a certain life insurance policy listed in the Exhibit A attached hereto (the “Policy” ), the Company holds an Assignment dated May 1, 1998 (the “ Assignment ”) granting it specific interests in the Policy, and the Trust holds a Sub-Assignment effective May 1, 1998 (“ Sub-Assignment ”) to the Assignment granting it specific interests in the Policy (collectively, the “ Split Dollar Program ”);

      WHEREAS , the Company has 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 their respective rights under the Split Dollar Agreement, the Assignment, and the Sub-Assignment and enter into this Agreement.

      NOW, THEREFORE , in consideration of the promises and other valuable consideration between the Parties (including continuation of the Executive’s at-will employment) 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. Contemporaneous with the transfer contemplated under Article IV, the Assignment held by the Company and the Sub-Assignment held by the Trust shall be released. 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 Assignment and the Sub-Assignment and transfer all rights of ownership of the Policy to the Trust.

     The Parties h