EXHIBIT 10.19c

Date received:  February 23, 2005

# Severance Protection
Agreement

1.       
          Purpose.   Esterline Technologies Corporation (Esterline) and
          Richard Wood (the Executive) have reached the following agreement
          concerning severance pay to provide an equitable compensation package to the
          Executive in conjunction with his promotion to Group Vice President. The
          promotion will require the Executive to move his residence and family from
          England to the United States. The Executive wants to ensure he will have a
          reasonable period of continuing income should future business changes affect the
          continuity of his employment with Esterline. Therefore, based on the mutual
          promises stated below and other consideration, Esterline and the Executive agree
          as follows:

2.       
          Payment Eligibility.  Esterline will provide the Executive severance pay
          if one of the following events occurs during the protection period:
          (a) Esterline decides to end the Executives employment without
          cause; or (b) the Executive resigns from Esterlines employ for
          good reason. The protection period begins when the Executive moves
          his residence to the United States and ends with the earlier of: (c) his normal
          retirement date, February 1, 2018; or (d) with any future agreement the parties
          might reach involving a re-assignment to a position in the United Kingdom or in
          France. Payment eligibility is further conditioned on the Executive signing the
          full release of claims on Attachment A, or such similar form satisfactory to
          Esterline at the time.

3.       
          Severance Amount.  Severance pay is continuation of the
          Executives then current base salary for one year, plus one lump sum
          payment of average annual incentive pay. Average annual
          incentive pay is an amount equal to half the total cash incentive
          compensation the Executive earned in the two prior fiscal years.

4.       
          Forfeiture.  The Executive shall forfeit all future payments under this
          Agreement if: (a) Esterline terminates the Executives employment for
          cause, as defined in paragraph 5; (b) the Executive resigns from
          Esterlines employment without good reason, as defined in
          paragraph 6; or if (c) the Executive breaches this Agreement, the Invention
          Agreement he signed on ______________, 2005 (the 2005 Agreement), or
          any other agreement with Esterline or with an affiliated company.

5.       
          Cause.  Esterline shall determine the existence of cause in
          the exercise of its good faith judgment. Cause means significant:
          (a) acts or omissions detrimental to the assets, business, or other interests of
          Esterline; (b) dishonesty; (c) neglect, insubordination, or failure to perform
          assigned responsibilities; or (d) participation in any legal action against
          Esterline, a customer, or an affiliated company.

6.       
          Good Reason.  Esterline shall determine the existence of good
          reason in the exercise of its good faith judgment. Good reason
          means: (a) transfer to an unsuitable position, unsuitable duties, or to a work
          location other than the greater Seattle area, the greater London area, or
          France; or, (b) Esterlines failure to pay salary or other compensation
          that is earned and due.

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7.       
          Confidentiality.  The Executive affirms he will not disclose, nor has he
          disclosed, to any other person the existence or terms of this Agreement.
          Provided, however, the Executive may disclose such information to his wife and
          professional advisors if he secures from them this same promise of
          confidentiality.

8.       
          Terms of Employment.  This Agreement does not alter the Executives
          status as an at-will employee, nor does it modify any other aspect of the
          Executives employment, except as specifically provided here.

9.       
          Severability.  If any provision of this Agreement, or compliance by a
          party violates any law, then that provision, only to the extent it is in
          violation, shall be void and unenforceable, and the other provisions shall
          remain binding.

10.       
          Governing Law and Enforcement.  This Agreement shall be governed for all
          purposes by, and construed and enforced in accordance with Washington State law.
          The Executive acknowledges that monetary damages alone would not adequately
          compensate Esterline if he breaches any of the promises contained in the 2005
          Agreement. Thus he agrees Esterline shall be entitled to seek injunctive relief,
          damages, or other equitable remedies, without the necessity of posting bond. The
          prevailing party shall be entitled to an award of reasonable attorneys
          fees.

11.       
          No Assignment.  Neither party may assign its rights or obligations under
          this Agreement without written consent from the other, except that Esterline may
          assign its rights under this Agreement and under the 2005 Agreement to any
          successor(s).

12.       
          Complete Agreement.  This Agreement, the 2005 Agreement, and the offer
          letter dated February 9, 2005 comprise the entire agreement between the
          Executive and Esterline with respect to these subjects. They may be changed only
          by further written agreement signed by both parties.

13.       
          Acknowledgment.  The Executive acknowledges he has no entitlement to the
          various payments provided here, except under the terms of this Agreement. By his
          signature below, the Executive affirms he has carefully read this Agreement and
          understands its contents. He understands this Agreement is final and binding,
          and he affirms he has signed it voluntarily.

|Executive         |  | Esterline Technologies Corporation       
|----------------- |  | -----------------------------------------
|                  |  |                                          
|                  |  |                                          
|                  |  |                                          
|/s/ Richard Wood  |  | /s/ Robert W. Cremin                     
|Richard Wood      |  | Robert W. CreminChairman, President & CEO
|                  |  |                                          
|                  |  |                                          
|February 23, 2005 |  | February 23, 2005                        
|Date              |  | Date                                     

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