GOODRICH CORP
GOODRICH CORPORATION SEVERANCE PROGRAM
<DOCUMENT>
<TYPE>EX-10.II
<SEQUENCE>3
<FILENAME>g72400ex10-ii.txt
<DESCRIPTION>GOODRICH CORPORATION SEVERANCE PROGRAM
<TEXT>
<PAGE>
                                                                  Exhibit 10(II)

                              GOODRICH CORPORATION
                               SEVERANCE PROGRAM
                                 AUGUST 1, 2001

This is the Plan Document for the Goodrich Corporation Severance Program (the
"Plan"). The Plan is effective as of August 1, 2001. The Plan supersedes and
replaces any and all plans or programs providing for severance pay or benefits
in effect as of that date at Goodrich or any Domestic Subsidiary.

1.      PURPOSE. The purpose of this Plan is to provide severance pay and
        continuation of certain health and welfare benefits to certain eligible
        employees of Goodrich and covered Domestic Subsidiaries whose employment
        is terminated under circumstances covered by this Plan. The Plan
        Benefits are intended to provide a continuation of compensation and
        benefits for a period of time while the person makes the transition to a
        new career.

2.      CERTAIN DEFINITIONS. For purpose of this Plan:

        a)      "BASE PAY" means as follows: i) for a salaried Eligible
                Employee, such employee's weekly base salary as of the date
                immediately preceding the date of such employee's Qualifying
                Termination, ii) for an hourly, full-time Eligible Employee,
                such employee's weekly compensation based upon a 40-hour
                workweek and such employee's hourly wage as of the date
                immediately preceding the date of such employee's Qualifying
                Termination, and iii) for a part-time Eligible Employee, such
                employee's weekly compensation based upon such employee's
                average weekly pay for services rendered as a part-time employee
                over a six-month period ending on such employee's Qualifying
                Termination date. Base Pay shall, in all cases, exclude any
                bonus, overtime, commission, profit-sharing or similar payments
                and any stock-based compensation, benefits, benefit credits,
                perquisites, expense reimbursements, allowances or similar forms
                of compensation.

        b)      "BENEFIT COVERAGE" is defined in Section 5(b).

        c)      "BUSINESS UNIT" means a subsidiary, segment, group, division,
                facility, asset or business of the Company, or any portion
                thereof.

        d)      "CHANGE IN CONTROL" means

                        1) The acquisition by any individual, entity or group
                        (within the meaning of Section 13(d)(3) or 14(d)(2) of
                        the Securities Exchange Act of 1934, as amended (the
                        "Exchange Act")), of beneficial



<PAGE>

                        ownership (within the meaning of Rule 13d-3 promulgated
                        under the Exchange Act) of 20% or more of either (A) the
                        then outstanding shares of common stock of Goodrich (the
                        "Outstanding Company Common Stock") or (B) the combined
                        voting power of the then outstanding voting securities
                        of Goodrich entitled to vote generally in the election
                        of directors (the "Outstanding Company Voting
                        Securities"); provided, however, that the following
                        acquisitions shall not constitute a Change in Control:
                        (A) any acquisition directly from Goodrich (other than
                        by exercise of a conversion privilege), (B) any
                        acquisition by Goodrich or any of its subsidiaries, (C)
                        any acquisition by any employee benefit plan (or related
                        trust) sponsored or maintained by Goodrich or any of its
                        subsidiaries or (D) any acquisition by any corporation
                        with respect to which, following such acquisition, more
                        than 70% of, respectively, the then outstanding shares
                        of common stock of such corporation and the combined
                        voting power of the then outstanding voting securities
                        of such corporation entitled to vote generally in the
                        election of directors is then beneficially owned,
                        directly or indirectly, by all or substantially all of
                        the individuals and entities who were the beneficial
                        owners, respectively, of the Outstanding Company Common
                        Stock and Company Voting Securities immediately prior to
                        such acquisition in substantially the same proportions
                        as their ownership, solely in their capacity as
                        Shareholders of the Company, immediately prior to such
                        acquisition, of the Outstanding Company Common Stock and
                        Outstanding Company Voting Securities, as the case may
                        be; or

                        2) During any period of two consecutive years,
                        individuals who, as of the beginning of such period,
                        constitute the Board of Directors of Goodrich (the
                        "Incumbent Board") cease for any reason to constitute at
                        least a majority of said Board; provided, however, that
                        any individual becoming a director subsequent to the
                        beginning of such period whose election, or nomination
                        for election by the shareholders of Goodrich, was
                        approved by a vote of at least a majority of the
                        directors then comprising the Incumbent Board, but
                        excluding, for this purpose, any such individual whose
                        initial assumption of office occurs as a result of
                        either an actual or threatened election contest (as such
                        terms are used in Rule 14a - 11 of Regulation 14A
                        promulgated under the Exchange Act); or

                        3) Consummation of a reorganization, merger or
                        consolidation, in each case, with respect to which all
                        or substantially all of the individuals and entities who
                        were beneficial owners, respectively, of the Outstanding
                        Company Common Stock and Outstanding


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                        Company Voting Securities immediately prior to such
                        reorganization, merger or consolidation, do not,
                        following such reorganization, merger or consolidation,
                        beneficially own, directly or indirectly, solely in
                        their capacity as Shareholders of the Company, more than
                        70% of, respectively, the then outstanding Shares of
                        common stock and the combined voting power of the then
                        outstanding voting securities entitled to vote generally
                        in the election of directors, as the case may be, of the
                        company resulting from such reorganization, merger or
                        consolidation in substantially the same proportions as
                        their ownership, immediately prior to such
                        reorganization, merger or consolidation of the
                        Outstanding Company Common Stock and Outstanding Company
                        Voting Securities, as the case may be; or

                        4) Consummation of (A) a complete liquidation or
                        dissolution of Goodrich or (B) a sale or other
                        disposition of all or substantially all of the assets of
                        Goodrich, other than to a corporation, with respect to
                        which following such sale or other disposition, more
                        than 70% of, respectively, the then outstanding shares
                        of common stock of such corporation and the combined
                        voting power of the then outstanding voting securities
                        of such corporation entitled to vote generally in the
                        election of directors is then beneficially owned,
                        directly or indirectly, by all or substantially all of
                        the individuals and entities, solely in their capacity
                        as Shareholders of Goodrich, who were the beneficial
                        owners, respectively, of the Outstanding Company Common
                        Stock and Outstanding Company Voting Securities
                        immediately prior to such sale or other disposition in
                        substantially the same proportion as their ownership,
                        immediately prior to such sale or other disposition, of
                        the Outstanding Company Common Stock and Outstanding
                        Company Voting Securities, as the case may be.

        e)      "COBRA LAW" means the requirements of Part 6 of Subtitle B of
                Title I of the Employee Retirement Income Security Act of 1974,
                as amended.

        f)      "COMPANY" means, collectively or individually, Goodrich and each
                Domestic Subsidiary.

        g)      "DOMESTIC SUBSIDIARY" means each corporation incorporated within
                the United States of America which is listed on Appendix A to
                this Plan. Appendix A may be amended from time to time upon the
                approval of the Chief Executive Officer of Goodrich.



                                       3
<PAGE>

        h)      "ERISA" means the Employee Retirement Income Security Act of
                1974, as amended.

        i)      "ELIGIBLE EMPLOYEE" is defined in Section 3.

        j)      "EXEMPT FACILITY" means a work location of the Company which has
                been designated in Exhibit B to this Plan. Employees whose
                regular work location is an Exempt Facility are not Eligible
                Employees under this Plan. Exhibit B may be amended from time to
                time upon the approval of the Chief Executive Officer of
                Goodrich.

        k)      "GOODRICH" means Goodrich Corporation (formerly known as The
                B.F.Goodrich Company), a New York corporation.

        l)      "OFFER OF COMPARABLE EMPLOYMENT" means an offer of employment to
                an Eligible Employee that (i) has a Base Pay for such employee
                which is not less than the Base Pay in effect for the employee
                on the day immediately prior to the effective date of the
                transfer of the Business Unit, (ii) provides the employee with
                an opportunity to earn an annual cash bonus which is comparable
                to the target level that such employee can earn under an
                applicable cash bonus plan offered by the Company to which such
                employee is eligible on the day immediately prior to the
                effective date of the transfer of the Business Unit, and (iii)
                does not require the employee to transfer to another employment
                location which is more than 50 miles farther from the Eligible
                Employee's residence than was the location at which the Eligible
                Employee was employed immediately prior to the date of the
                transfer of the Business Unit. For purposes of item (ii) in the
                preceding sentence, an offer of employment may constitute an
                "Offer of Comparable Employment" even though the performance
                standards to be used to determine whether a bonus will be paid
                or the level of such bonus are different from standards used by
                the Company. In addition, an offer of employment may satisfy the
                requirement set forth in item (ii), above, even though the bonus
                opportunity of the new offer is less than annual target bonus,
                if the combination of base pay and bonus opportunity of the new
                offer is comparable to the sum of base pay and annual target
                bonus in effect at the time of the transfer of the Business
                Unit. Other factors associated with an offer of employment, such
                as the job description and responsibilities, the opportunity for
                stock-based compensation, and the level of benefits or
                perquisites, will not be considered for purposes of determining
                whether an offer of employment constitutes an "Offer of
                Comparable Employment" under this Plan.


                                       4
<PAGE>

        m)      "PLAN" means, collectively, this Severance Program and any
                amendments and modifications thereto.

        n)      "PLAN BENEFITS" is defined in Section 6.

        o)      "QUALIFYING TERMINATION" is defined in Section 4.


3.      ELIGIBILITY. A person is an "Eligible Employee" if such person is a
        regular, full-time or part-time employee of the Company and meets the
        criteria set forth in this Section 3. For purposes of the preceding
        sentence, the term "employee" refers to a person who, under applicable
        law, has an employer-employee relationship with the Company. The term
        "employee" does not include any person who is a leased worker, leased
        employee or any similar type of worker or employee who is not on the
        regular payroll of the Company, any person who is classified as
        rendering services to the Company as an independent contractor
        (regardless of whether that classification is determined to be incorrect
        by any other person, court, governmental authority or otherwise as a
        matter of law) and any other person rendering services solely as a
        director of Goodrich or a Domestic Subsidiary. The term "Eligible
        Employee" shall not include any employee who is described in any of the
        following categories of employees:

        a)      Employees whose conditions of employment are subject to a
                collective bargaining agreement between the Company and any
                labor union or other collective bargaining unit.

        b)      Employees whose principal place of employment is outside of the
                United States (other than U.S. citizens who are covered by
                expatriate agreements that provide for participation in this
                Plan).

        c)      Employees who have entered into an agreement with the Company,
                which calls for the payment of severance pay or benefits upon
                the termination of such employee's employment with the Company
                and such pay or benefits are triggered by a termination of
                employment which would otherwise be a Qualifying Termination.

        d)      Temporary employees (as determined by Company classifications).

        e)      Employees of any subsidiary of Goodrich not listed on Exhibit A
                attached to this Plan document.


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        f)      Employees whose regular work location is listed on Exhibit B to
                this Plan document as an Exempt Facility.

4.      QUALIFYING TERMINATION. An Eligible Employee shall be deemed to have
        incurred a "Qualifying Termination" and shall be entitled to receive
        Plan Benefits if such Eligible Employee's employment with the Company is
        terminated for any reason other than the following:

        a)      RESIGNATION. An Eligible Employee shall not be entitled to
                receive Plan Benefits if the employee has resigned from
                employment with the Company.

        b)      TERMINATION FOR CAUSE. An Eligible Employee shall not be
                entitled to receive Plan Benefits if such employee's employment
                with the Company is terminated by the Company for one or more of
                the following reasons:

                i)      Violation by the Eligible Employee of any rule,
                        regulation, or policy of the Company;

                ii)     Failure by the Eligible Employee to meet any requirement
                        reasonably imposed upon such employee by the Company as
                        a condition of continued employment;

                iii)    Violation by the Eligible Employee of any federal, state
                        or local law or regulation;

                iv)     Commission by the Eligible Employee of an act of fraud,
                        theft, misappropriation of funds, dishonesty, bad faith
                        or disloyalty;

                v)      Failure by the Eligible Employee to perform consistently
                        the duties of the position held by such employee in a
                        manner which satisfies the expectations of the Company
                        after such Eligible Employee has been provided written
                        notice of performance deficiencies and a reasonable
                        opportunity to correct those deficiencies; or

                vi)     Dereliction or neglect by the Eligible Employee in the
                        performance of such employee's job duties.

        c)      TEMPORARY LAYOFF. An Eligible Employee shall not be entitled to
                receive Plan Benefits if such employee is released from work for
                a period which the Company does not expect to exceed ninety (90)
                days in duration. If, at the conclusion of the 90-day period
                following such employee's release, such employee is not
                reinstated as an employee, then such employee shall be entitled
                to receive Plan Benefits and benefit continuation would begin at
                the end of such 90-day period.


                                       8
<PAGE>

        d)      CHANGE IN EMPLOYMENT DUE TO TRANSFER OF BUSINESS UNIT. An
                Eligible Employee shall not be entitled to receive Plan Benefits
                if such employee's employment with the Company is terminated as
                a result of the sale, transfer, or other conveyance of a
                Business Unit for which the Eligible Employee performs services
                and such Eligible Employee receives an Offer of Comparable
                Employment from the management of such Business Unit in
                connection with the transfer of such Business Unit. If an
                Eligible Employee receives an offer of employment from the
                management of a Business Unit that is not an Offer of Comparable
                Employment, such employee may either decline the offer and
                receive Plan Benefits or accept the offer and begin employment
                in the new position. If such Eligible Employee's employment in
                the new non-comparable job terminates (either voluntarily or
                involuntarily) within thirty (30) days of beginning such job,
                the Eligible Employee shall still be eligible for Plan Benefits
                as in effect on the date of termination of employment from the
                Company. However, if such Eligible Employee stays in the
                non-comparable job beyond the 30-day period referred to above,
                such employee will no longer be eligible for Plan Benefits.

        e)      TRANSFER WITHIN THE COMPANY. An Eligible Employee shall not be
                entitled to receive Plan Benefits if such employee's employment
                with the Company is terminated because of a transfer from
                Goodrich to a Domestic Subsidiary, from a Domestic Subsidiary to
                Goodrich or from one Domestic Subsidiary to another Domestic
                Subsidiary. An Eligible Employee shall not be entitled to
                receive Plan Benefits if such employee's employment with the
                Company is terminated because of a transfer to a subsidiary of
                the Company which is an "affiliate" or "associate" of Goodrich
                or a Domestic Subsidiary as the terms "affiliate" or "associate"
                are defined in Rule 12b-2 of the General Rules and Regulations
                under the Securities Exchange Act of 1934, as amended from time
                to time. If a transfer described in this paragraph requires
                relocation of an Eligible Employee, such employee shall not be
                entitled to receive Plan Benefits if such employee is eligible
                to receive relocation benefits under the applicable Company
                relocation benefit policy.

        f)      DEATH. An Eligible Employee shall not be entitled to receive
                Plan Benefits if such employee's employment with the Company
                terminates following the death of such Employee.

        g)      DISABILITY. An Eligible Employee shall not be entitled to
                receive Plan Benefits if, at the time of such employee's
                termination of employment with the Company, such employee is
                eligible for benefits under the Company's Long -Term Disability
                Income Plan or any successor plan providing the same or similar
                benefits.



                                       7
<PAGE>

        h)      RETIREMENT. An Eligible Employee shall not be entitled to
                receive Plan Benefits if, upon such employee's termination of
                employment with the Company, such employee is entitled to the
                payment of normal or early retirement benefits under the
                Company's Pension Plan. However, if the termination of
                employment referred to in the preceding sentence would otherwise
                be a Qualifying Termination without regard to this paragraph h),
                such Eligible Employee shall be entitled to receive Plan
                Benefits.

5.      PLAN BENEFITS. An Eligible Employee shall be entitled to "Plan Benefits"
        in accordance with the following provisions, if the Eligible Employee
        incurs a Qualifying Termination, executes the release and waiver of
        claims described in Section 9, and does not revoke such waiver of claims
        within the time permitted for such revocation. All cash payments of Plan
        Benefits shall be subject to withholding for any taxes that the Company
        determines, in its sole discretion, are required to be withheld by law.
        All cash payments of Plan Benefits shall be paid to the Eligible
        Employee in a lump sum not later than fifteen days following the first
        payroll date after the Eligible Employee becomes entitled to such
        payments. Cash payments and other benefits payable hereunder shall not
        be considered compensation or earnings under any pension, savings or
        other retirement plan of the Company.

        a)      CASH PAYMENTS.

                (i)     LEADERSHIP EMPLOYEES

                        Eligible Employees who are employed at the time of the
                        Qualifying Termination in positions classified by the
                        Company as Business, Strategic and Executive Leadership
                        Employees ("Leadership Employees") shall be entitled to
                        receive a cash payment equal to the sum of the following
                        items: one weeks' Base Pay for each year of continuous
                        service (rounded upward to the nearest year) with
                        Goodrich or any affiliate of Goodrich and one week's
                        Base Pay for each $5,000 of Annualized Base Pay (rounded
                        upward to the nearest $5,000); provided, however, that
                        the total payment called for under this Subsection
                        5.a)(i) shall be not less than four (4) weeks' Base Pay
                        and not more than fifty-two (52) weeks' Base Pay. In
                        determining the years of continuous service for these
                        purposes, no credit shall be given for service with any
                        predecessor company prior to Goodrich's ownership of
                        such company unless such company is listed on Exhibit C
                        to this Plan.


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<PAGE>

                (ii)    EXEMPT EMPLOYEES

                        Eligible Employees who are employed at the time of
                        termination of employment in positions classified by the
                        Company as employees exempt from the overtime
                        requirements of the Federal Fair Labors Standards Act
                        ("FLSA") (other than Leadership Employees) shall be
                        entitled to receive a cash payment equal to the sum of
                        the following items: one weeks' Base Pay for each year
                        of continuous service (rounded upward to the nearest
                        whole year) with Goodrich or any affiliate of Goodrich
                        and one-half week's Base Pay for each $5,000 of Annual
                        Base Pay (rounded upward to the nearest $5,000);
                        provided, however, that the total payment called for
                        under this Subsection 5.a)ii) shall be not less than
                        four (4) weeks' Base Pay and not more than fifty-two
                        (52) weeks' Base Pay. In determining the years of
                        continuous service for these purposes, no credit shall
                        be given for service with a predecessor company prior to
                        Goodrich's ownership of such company unless such company
                        is listed on Exhibit C to this Plan.

                (iii)   NON-EXEMPT EMPLOYEES

                        Eligible Employees who are employed in positions
                        classified by the Company as subject to the overtime
                        requirements of the FLSA shall be entitled to receive a
                        cash payment equal to one week's Base Pay for each year
                        of continuous service (rounded upward to the nearest
                        whole year) with Goodrich or any affiliate of Goodrich;
                        provided, however, that such payment shall be not less
                        than four (4) weeks' Base Pay and not more than
                        fifty-two (52) weeks' Base Pay. In determining the years
                        of continuous service for these purposes, no credit
                        shall be given for service with a predecessor company
                        prior to Goodrich's ownership of such company unless
                        such company is listed on Exhibit C to this Plan.



                                       9
<PAGE>



                iv)     CASH PAYMENT UPON CHANGE IN CONTROL

                        If an Eligible Employee incurs a Qualifying Termination
                        within one year of a Change in Control, the cash payment
                        to which such employee shall be entitled under this
                        Subsection 5. a) shall be twice the amount determined in
                        accordance with the above provisions; provided, however,
                        that the amount payable under this Subsection 5. a)
                        shall be not more than fifty-two (52) weeks' Base Pay.

        b)    BENEFIT CONTINUATION.

                Each Eligible Employee who is entitled to Plan Benefits shall be
                entitled to continue any medical, dental, and vision coverage
                (individually, the "Benefit Coverage") the Eligible Employee was
                receiving immediately prior to his or her Qualifying
                Termination. The right to continue such coverage shall be
                offered pursuant to the COBRA Law. For a limited period of time
                as described below, the Eligible Employee shall only be required
                to pay an amount for such coverage that is equal to the employee
                contribution for such coverage that the Eligible Employee was
                required to pay at the time of the Eligible Employee's
                Qualifying Termination. This right to continue Benefit Coverage
                at the employee contribution level shall apply for a six-month
                period beginning on the first day of the month following the
                Eligible Employee's Qualifying Termination. (Benefit Coverage
                for the remainder of the month in which Qualifying Termination
                occurs is automatic.) For the remainder of the period of
                continuation coverage that is available to the Eligible Employee
                pursuant to the COBRA Law, the continuation of such coverage
                shall be conditioned upon the Eligible Employee paying the full
                amount of the premium that can be charged for such coverage
                under the COBRA Law.

                An Eligible Employee receiving continued Benefit Coverage under
                this Plan shall provide the Company with prompt, written notice
                of such employee's commencement of new employment and
                eligibility for coverage under the new employer's benefit plans.
                An Eligible Employee's right to continue a particular Benefit
                Coverage under this Section 5(b) shall cease in accordance with
                the COBRA Law; provided, however, that if the Eligible Employee
                commences new employment and is eligible to receive, from the
                Eligible Employee's new employer, that particular Benefit
                Coverage, the right to continue that particular coverage at the
                employee contribution level shall cease.



                                       10
<PAGE>

        c)      COMPANY-PAID LIFE INSURANCE COVERAGE. Each Eligible Employee who
                is entitled to Plan Benefits shall be entitled to continue to
                receive Company-paid life insurance coverage in an amount of not
                more than such employee's annual Base Pay, if such employee had
                coverage in at least that amount at the time of the Qualifying
                Termination. The right to continue life insurance coverage shall
                continue for a period of six months beginning on the first day
                of the month immediately following the date of Qualifying
                Termination. Life insurance coverage continuation shall end if
                the Eligible Employee is employed by a new employer and is
                eligible to receive life insurance coverage, whether or not at a
                comparable level, from the Eligible Employee's new employer.

        d)      OUTPLACEMENT ASSISTANCE. In its sole discretion, the Company may
                elect to provide outplacement assistance for an Eligible
                Employee. The times at which outplacement assistance will be
                provided, and methods and means of providing outplacement
                assistance, shall be within the sole discretion of the Company.

6.      OFFSET OF RETENTION PAYMENTS. For employees who are offered retention
        bonuses to remain with the Company for a period of time, the amount of
        benefits payable under Section 5. a) of the Plan may be reduced by the
        amount of any such retention bonus paid if such employee's employment is
        terminated within thirty (30) days of the date upon which a retention
        bonus is earned; provided, however, that the minimum amount payable to
        any such affected employee shall be four (4) weeks' Base Compensation,
        even if the retention bonus offset would otherwise reduce such
        employee's payment to something below four weeks.

7.      PAYMENT LIMITATION.

        a)      PARACHUTE LIMITATIONS. The amounts otherwise payable under this
                Plan shall be reduced if necessary to stay within the "parachute
                payment" limits imposed by Section 280G of the Internal Revenue
                Code of 1986, as amended (the "Code"). The preceding sentence
                shall apply only to those Eligible Employees whose positions or
                levels of compensation are such that they would be liable for
                payment of the excise tax described in Section 4999 of the Code
                if they received "excess parachute payments" as determined under
                the Code.

        b)      ERISA LIMITATIONS. Notwithstanding the benefits described above,
                in no event shall the aggregate of benefits payable hereunder as
                "severance pay" benefits, as such term is defined in Section
                3(2)(B) of ERISA or Department of Labor Regulation Section
                2510.3-2(b), exceed twice the Eligible Employee's Annual
                Compensation during the year immediately


                                       11
<PAGE>

                preceding his Qualifying Termination. For this purpose, "Annual
                Compensation" shall mean the total of all compensation,
                including wages, salary and any other benefit of monetary value,
                whether paid in the form of cash or otherwise, which was paid as
                consideration for the Eligible Employee's service during the
                year, or which would have been so paid at the Eligible
                Employee's usual rate of compensation if the Eligible Employee
                had worked a full year.


8.      OTHER ENTITLEMENTS. Payments and benefits made under this Plan shall be
        in lieu of any benefits to which an Eligible Employee would otherwise be
        entitled under any other severance pay plan, policy, program or practice
        of the Company. If any payments or other benefits are made under this
        Plan in error, except to the extent prohibited by law, such excess
        payments or benefits shall be used to offset any payments or benefits
        that may be due to an employee under any other plan, program or policy
        of the Company, or under an employment agreement and the Company shall
        have the right to recover those payments. Employees of the Company may
        be entitled to payment of unused or accrued vacation at the time of such
        employee's separation from the Company under applicable Company policies
        in effect at the time of such separation. The payment of vacation is
        separate from and independent of an employee's right to Plan Benefits
        under this Plan.

9.      RELEASE AND WAIVER. In exchange for the benefits provided hereunder and
        as a condition precedent to the payment of benefits hereunder, to the
        fullest extent permitted by law, each Eligible Employee shall be
        required to execute a release and waiver of any and all claims against
        the Company, any predecessor or successor thereto, and their assigns,
        employee benefit plans, present or former directors, officers,
        employees, representatives, agents, and attorneys. The Company, in its
        sole discretion shall, prescribe the terms of the release and waiver,
        including, without limitation, a complete description of the claims
        being released and waived.

10.     ADMINISTRATION AND CLAIMS.

        a)      AUTHORITY OF THE COMPANY. Goodrich shall be the Plan
                Administrator, as such term is defined in Section 3(16) of
                ERISA. The Plan Administrator is responsible for the general
                administration of the Plan and for carrying out the provisions
                thereof. The Plan Administrator shall have all such powers and
                discretionary authority as may be necessary to carry out the
                provisions of the Plan, including the power to determine all
                questions relating to eligibility for and the amount of any Plan
                Benefits and all questions pertaining to claims for



                                       12
<PAGE>

                benefits and procedures for claim review; to resolve all other
                questions arising under the Plan, including any questions of
                construction or interpretation of Plan terms; and to take such
                further action as the Plan Administrator shall deem advisable in
                the administration of the Plan. The Plan Administrator may
                delegate any of its powers, authorities, or responsibilities for
                the operation and administration of the Plan to any person or
                committee so designated in writing by it and may employ such
                attorneys, agents, and accountants as it may deem necessary or
                advisable to assist it in carrying out its duties hereunder. The
                actions taken and the decisions made by the Plan Administrator
                hereunder shall be final and binding upon all interested
                parties.

        b)      CLAIMS PROCEDURE. Claims for benefits under the Plan shall be
                filed with the Plan Administrator in writing. If a claim for
                benefits under the Plan is denied in whole or in part by the
                Plan Administrator, the claimant shall be notified in writing
                within 90 days of filing of the claim with the Plan
                Administrator of (i) the specific reasons of such denial, (ii)
                the pertinent Plan provisions on which the denial is based,
                (iii) any additional material or information necessary for the
                claimant to perfect his claim (with an explanation as to the
                reason such material or information is necessary), and (iv)
                further steps which the claimant can take in order to have his
                claim reviewed (including a statement that the claimant or his
                duly authorized representative may review Plan documents and
                submit issues and comments regarding the claim to the Plan
                Administrator). If the claimant wishes further consideration of
                his position, he may request a review of his claim by filing a
                written request with the Plan Administrator within 90 days after
                receipt of the written notification provided for in the
                preceding sentence. The claimant's request for review may, but
                need not, include a request for a hearing on the claim by the
                Plan Administrator. If such a hearing is requested, it will be
                held within 30 days after the receipt of such request for
                review. A final decision on the claim shall be made by the Plan
                Administrator and communicated to the claimant within 60 days
                after the receipt of the request for review; provided, however,
                that if a hearing has been requested, the Plan Administrator may
                extend said 60 day period by up to 30 additional days. Written
                notice of any such extension shall be furnished to the claimant
                prior to the commencement of the extension. The final decision
                hereunder shall be communicated in writing to the claimant with
                a statement of the specific reasons for any denial and the
                pertinent Plan provisions on which any such denial is based. If
                a final decision on review is not furnished to the claimant
                within the required time period, the claim shall be deemed to be
                denied on review.

        c)      DELIVERY OF NOTICES. For the purposes of the Plan, all claims
                and other communications sent by the Plan Administrator or an
                Employee shall be in writing and either hand delivered or
                delivered by United States registered or




                                       13
<PAGE>

                certified mail, return receipt requested, postage prepaid, or by
                reputable courier service addressed to the respective addresses
                set forth below or to such other address as either party may
                have furnished to the other in writing. Notice of change of
                address shall be effective only upon receipt. Notices sent to
                the Plan Administrator by an Employee shall be sent to:

                               Goodrich Corporation
                               Four Coliseum Centre
                               2730 West Tyvola Road
                               Charlotte, North Carolina 28217-4578
                               ATTENTION: SENIOR VICE PRESIDENT, HUMAN RESOURCES
                               AND ADMINISTRATION

                and notices and other communications sent to an employee shall
                be sent to the home address of the employee.

11.     AMENDMENT AND TERMINATION. Goodrich may amend, terminate, or otherwise
        modify this Plan at any time; provided, however, that the Plan may not
        be amended, modified or terminated for a period of one year following a
        Change in Control with respect to Eligible Employees employed as of the
        date of the relevant Change in Control in such a manner as to adversely
        affect their rights under the Plan. Any amendment to the Plan shall be
        (i) in writing, (ii) approved by the Board of Directors of Goodrich or
        an officer authorized by such Board, and (iii) signed by a member of the
        Board of Directors or an officer authorized by such Board. The Chief
        Executive Officer of Goodrich shall have the authority to amend any
        exhibit to this Plan at any time and from time to time without further
        action of the Board of Directors.

12.     EMPLOYMENT RIGHTS. Nothing expressed or implied in this Plan shall
        create any obligation on the part of the Company to continue the
        employment of an Eligible Employee.

13.     GOVERNING LAW. This Plan shall be construed and governed under ERISA and
        other applicable federal law.

14.     VALIDITY. The invalidity or unenforceability of any provisions of this
        Plan shall not affect the validity or enforceability of any other
        provision of this Agreement, which shall remain in full force and
        effect.

15.     SUCCESSORS OF ELIGIBLE EMPLOYEE. If an Eligible Employee becomes
        entitled to Plan Benefits, the right of such Eligible Employee to cash
        payment under Section 5 shall inure to the benefit of and be enforceable
        by the estate of such Eligible Employee.



                                       14
<PAGE>

16.     SECTION HEADINGS. The section headings contained herein have been
        inserted for convenience or reference only, and shall not modify,
        defined, expand, or limit any of the provisions hereof.



                        * * * GOODRICH CORPORATION * * *










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