SETTLEMENT AGREEMENT

		SETTLEMENT AGREEMENT , dated this 11th day of April, 2008 (this “ Agreement ”), by and among Steel Partners II, L.P., Steel Partners II GP LLC, Steel Partners II Master Fund L.P., Steel Partners LLC, Warren G. Lichtenstein, James R. Henderson, John J. Quicke, Kevin C. King, Don DeFosset and Delyle Bloomquist (the foregoing individuals and entities being collectively referred to herein as the “ Steel Partners Group ”), and EnPro Industries, Inc., a North Carolina corporation (the “ Company ”).

     WHEREAS, the Steel Partners Group (i) is engaged in a solicitation of proxies for the election of an opposition slate of nominees (the “ Contested Election ”) to the Company’s Board of Directors (the “ Board ”) at the 2008 annual meeting of shareholders of the Company (the “ 2008 Annual Meeting ”) and (ii) has taken certain actions in furtherance thereof, including but not limited to filing a definitive proxy statement with the United States Securities and Exchange Commission (the “ SEC ”) on March 26, 2008 (the “ Steel Partners Group Proxy Statement ”) and, in the letter dated as of February 12, 2008 and other communications related thereto, requesting to inspect certain of the Company’s books and records pursuant to Section 55-16-02 of the North Carolina Business Corporation Act (such letter and related requests, the “ Demand ”); and

     WHEREAS, the Company and the members of the Steel Partners Group have determined that the interests of the Company and its shareholders would be best served at this time by, among other things, avoiding the Contested Election and the substantial expense and disruption that may result therefrom.

     NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties and agreements hereinafter set forth, and, intending to be legally bound hereby, the parties hereby agree as follows:

     Section 1. Board Composition; Charter Amendment; Recommendation; Revised Proxy Statement .

          (a) The Company and the Steel Partners Group agree that there shall be 8 nominees to the Board for election at the 2008 Annual Meeting. Such nominees shall be William R. Holland, Stephen E. Macadam, J.P. Bolduc, Peter C. Browning, Joe T. Ford, Gordon D. Harnett, David L. Hauser and Wilbur J. Prezzano, Jr. (the “ Nominees ”). If any of such individuals shall be unwilling or unable to serve as directors, the Board may nominate such substitute nominees as it deems appropriate in its sole discretion (any such substitute nominee shall also be referred to as a Nominee for purposes of this Agreement). The Board shall recommend at the 2008 Annual Meeting that the shareholders of the Company vote to elect the Nominees as directors of the Company.

          (b) The Board has taken all action necessary to provide that, effective at the close of business on the second business day following the completion of the 2008 Annual Meeting (the “ Vacancy Date ”), the size of the Board shall be reset from eight (8) to nine (9) directors and, subject to Section 3(b), Don DeFosset shall be appointed to fill the vacancy created by such increase in the size of the Board. Other than as provided in this Section 1(b), the Board will not increase the size of the Board prior to the annual meeting of Company shareholders in 2009 (the “ 2009 Annual Meeting ”).

          (c) The Company shall submit a proposal (the “ Article 5 Proposal ”) to its shareholders at the 2008 Annual Meeting to amend and restate Article 5(a) and 5(b) of the Company’s Restated Articles of Incorporation as follows:

          “(a) The number of the directors of the Corporation shall be not less than five (5) nor more than eleven (11). The number of directors of the Corporation may be increased or decreased, from time to time, within the range above specified, by the Board of Directors and by the shareholders by a majority of the votes then entitled to be cast for the election of directors; provided, however, that the tenure of office of a director shall not be affected by any decrease in the number of directors so made by the Board of Directors or the shareholders.

          (b) (i) Those persons who receive the highest number of votes at a shareholders meeting at which a quorum is present shall be deemed to have been elected.

               (ii) A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

               (iii) Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred shares issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of shareholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of these Articles of Incorporation or the resolution or resolutions adopted by the Board of Directors pursuant to Article 2(b) of these Articles of Incorporation applicable thereto.”

The Board shall recommend in its Revised Proxy Statement (as hereinafter defined in Section 1(e)) and at the 2008 Annual Meeting that the shareholders of the Company vote to approve the Article 5 Proposal.

          (d) The Company shall set a new record date of April 24, 2008 (the “ Record Date ”) and meeting date of June 9, 2008 (the “ Meeting Date ”) for the 2008 Annual Meeting; provided, however, that if the Company has not received the requisite number of votes necessary to approve the Article 5 Proposal by June 9, 2008, the Meeting Date will be adjourned (by keeping the polls open but for no other purpose) as reasonably necessary for up to thirty (30) days to allow the Company to solicit the additional votes necessary to approve the Article 5 Proposal.

          (e) As promptly as practicable following the date hereof, the Company shall prepare and file with the SEC a revised proxy statement (the “ Revised Proxy Statement ”) that will replace the Company’s definitive proxy statement, dated as of March 25, 2008 (the “ Existing Proxy Statement ”). The Revised Proxy Statement will give effect to the foregoing items (a), (c) and (d) of this Section 1 and the Company shall mail the Revised Proxy Statement concurrently therewith as soon as practicable following the Record Date to the Company’s shareholders. Thereafter, the Company shall (i) solicit proxies in accordance with the Revised Proxy Statement, (ii) recommend that the shareholders of the Company vote all proxies pursuant to the Revised Proxy Statement and in accordance with the instructions specified in the related proxy card, (iii) use all reasonable efforts to obtain shareholder approval for all of the proposals submitted for shareholder action, including, but not limited to, employing the services of MacKenzie Partners, Inc. to assist in the solicitation of proxies and requesting the New York Stock Exchange (“ NYSE ”) to designate the Article 5 Proposal a “routine” proposal for purposes of NYSE Rule

452, and (iv) use all reasonable efforts to cause the current members of the Board and their “Affiliates” and “Associates” (as such terms are defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and including Persons who become Affiliates or Associates subsequent to the date hereof) to vote all shares of the Voting Securities (as hereinafter defined in Section 7) which they are entitled to vote at the 2008 Annual Meeting in favor of all of the proposals submitted for shareholder action. The Company agrees that the Revised Proxy Statement and any other solicitation materials to be delivered to shareholders in connection with the 2008 Annual Meeting shall be prepared in accordance with the terms of this Agreement. The proposals in the Existing Proxy Statement and the Article 5 Proposal shall be the only proposals included in the Revised Proxy Statement and submitted to shareholders at the 2008 Annual Meeting.

     Section 2. Contested Election; Voting; Steel Partners Group Schedule 13D; Proxy Statement and Demand Withdrawal .

          (a) The Steel Partners Group shall promptly cease, and shall cause all of their Affiliates and Associates to cease, any and all efforts with respect to the Contested Election, except as hereinafter provided in this Section 2.

          (b) The Steel Partners Group hereby irrevocably withdraws the nominations of James R. Henderson, John J. Quicke, Kevin C. King, Don DeFosset and Delyle Bloomquist and the related advance notice submitted to the Company on January 30, 2008.

          (c) The Steel Partners Group and their Affiliates and Associates shall not make any objection to the election of each of the Nominees at the 2008 Annual Meeting or any other public statement inconsistent with the provisions of this Agreement. The Steel Partners Group and their Affiliates and Associates shall vote all shares of the Voting Securities which they are entitled to vote at the 2008 Annual Meeting (1) in favor of