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                                                                  EXHIBIT 10(QQ)

                 DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

        THIS INDEMNIFICATION AGREEMENT, dated as of ___________ (this
"Agreement"), is made by and between Goodrich Corporation, a New York
corporation (the "Company"), and _______________ ("Indemnitee").

                                    RECITALS

        A.      It is important to the Company to attract and retain as
directors and officers the most capable persons reasonably available.

        B.      Indemnitee is a director and/or officer of the Company.

        C.      Both the Company and Indemnitee recognize the increased risk of
litigation and other claims being asserted against directors and officers of
companies in today's environment.

        D.      The Company's By-laws (together with the Company's Restated
Certificate of Incorporation, the "Constituent Documents") provide that the
Company will indemnify its directors and officers and will advance expenses in
connection therewith, and Indemnitee's willingness to serve as a director and/or
officer of the Company, or at the Company's request to serve another entity in
any capacity, is based in part on Indemnitee's reliance on such provisions.

        E.      In recognition of Indemnitee's need for substantial protection
against personal liability in order to encourage Indemnitee's continued service
to the Company or, at the Company's request, another entity, in an effective
manner, and Indemnitee's reliance on the aforesaid provisions of the Constituent
Documents, and to provide Indemnitee with express contractual indemnification
(regardless of, among other things, any amendment to or revocation of such
provisions or any change in the composition of the Company's Board of Directors
(the "Board") or any acquisition, disposition or other business combination
transaction relating to the Company), the Company wishes to provide in this
Agreement for the indemnification of Indemnifiable Losses (as defined in Section
1(d)) and the advancement of Expenses (as defined in Section 1(c)) to Indemnitee
as set forth in this Agreement and, to the extent insurance is maintained, for
the continued coverage of Indemnitee under the Company's directors' and
officers' liability insurance policies.

        NOW, THEREFORE, the parties hereby agree as follows:

1.              CERTAIN DEFINITIONS. In addition to terms defined elsewhere
        herein, the following terms have the following meanings when used in
        this Agreement with initial capital letters:

        (a)             "AFFILIATE" has the meaning given to that term in Rule
                405 under the Securities Act of 1933, provided, however, that
                for purposes of this Agreement the Company and its subsidiaries
                will not be deemed to constitute Affiliates of Indemnitee or the
                Indemnitee.

        (b)             "CLAIM" means any threatened, pending or completed
                action, suit or proceeding (whether civil, criminal,
                administrative, arbitrative, investigative or


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                other), whether instituted by the Company or any other party
                (including, without limitation, any governmental entity), or any
                inquiry or investigation, whether instituted by the Company or
                any other party (including, without limitation, any governmental
                entity) that Indemnitee in good faith believes might lead to the
                institution of any such action, suit or proceeding.

        (c)             "EXPENSES" includes all attorneys' and experts' fees,
                expenses and charges and all other costs, expenses and
                obligations paid or incurred in connection with investigating,
                defending, or participating (as a party, a witness, or
                otherwise) in (including on appeal), or preparing to defend or
                participate in, any Claim.

        (d)             "INDEMNIFIABLE LOSSES" means any and all Expenses,
                damages, losses, liabilities, judgments, fines, penalties and
                amounts paid or payable in settlement (including, without
                limitation, all interest, assessments and other charges paid or
                payable in connection with or in respect of any of the
                foregoing) relating to, resulting from or arising out of any act
                or failure to act by the Indemnitee, or his or her status as any
                person referred to in clause (i) of this sentence, (i) in his or
                her capacity as a director, officer, employee or agent of the
                Company, any of its Affiliates or any other entity as to which
                the Indemnitee is or was serving at the request of the Company
                as a director, officer, employee, member, manager, trustee,
                agent or any other capacity of another corporation, limited
                liability company, partnership, joint venture, trust or other
                entity or enterprise, whether or not for profit and (ii) in
                respect of any business, transaction or other activity of any
                entity referred to in clause (i) of this sentence.

2.              BASIC INDEMNIFICATION ARRANGEMENT. The Company will indemnify
        and hold harmless Indemnitee to the fullest extent permitted by the laws
        of the State of New York in effect on the date hereof or as such laws
        may from time to time hereafter be amended to increase the scope of such
        permitted indemnification (but in no case less than the extent permitted
        under the laws in effect as of the date hereof) against all
        Indemnifiable Losses relating to, resulting from or arising out of any
        Claim. The failure by Indemnitee to notify the Company of such Claim
        will not relieve the Company from any liability hereunder unless, and
        only to the extent that, the Company did not otherwise learn of the
        Claim and such failure results in forfeiture by the Company of
        substantial defenses, rights or insurance coverage. Except as provided
        in Sections 4 and 18, Indemnitee will not be entitled to indemnification
        pursuant to this Agreement in connection with any Claim initiated by
        Indemnitee against the Company or any director or officer of the Company
        unless the Company has joined in or consented to the initiation of such
        Claim.

3.              ADVANCEMENT OF EXPENSES. The Indemnitee's right to
        indemnification in Section 2 of this Agreement shall include the right
        of Indemnitee to be advanced by the Company any Expenses. If so
        requested by Indemnitee, the Company will advance within two business
        days of such request any and all Expenses to Indemnitee which Indemnitee
        reasonably determines likely to be payable; provided, however, that
        Indemnitee will return, without interest, any such advance which remains
        unspent at the final conclusion of the Claim to which the advance
        related; and provided, further, that, except as provided in Section 18,
        all amounts advanced in respect of such Expenses shall be repaid to the


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        Company by Indemnitee if it shall ultimately be determined in a final
        judgment that Indemnitee is not entitled to be indemnified for such
        Expenses.

4.              INDEMNIFICATION FOR ADDITIONAL EXPENSES. Without limiting the
        generality or effect of the foregoing, the Company will indemnify
        Indemnitee against and, if requested by Indemnitee, will within two
        business days of such request advance to Indemnitee, any and all
        attorneys' fees and other Expenses paid or incurred by Indemnitee in
        connection with any Claim asserted or brought by Indemnitee for (i)
        indemnification or advance payment of Expenses by the Company under this
        Agreement or any other agreement or under any provision of the Company's
        Constituent Documents now or hereafter in effect relating to Claims for
        Indemnifiable Losses and/or (ii) recovery under any directors' and
        officers' liability insurance policies maintained by the Company,
        regardless of whether Indemnitee ultimately is determined to be entitled
        to such indemnification, advance expense payment or insurance recovery,
        as the case may be.

5.              PARTIAL INDEMNITY, ETC. If Indemnitee is entitled under any
        provision of this Agreement to indemnification by the Company for some
        or a portion of any Indemnifiable Loss but not for all of the total
        amount thereof, the Company will nevertheless indemnify Indemnitee for
        the portion thereof to which Indemnitee is entitled. Moreover,
        notwithstanding any other provision of this Agreement, to the extent
        that Indemnitee has been successful on the merits or otherwise in
        defense of any or all Claims relating in whole or in part to an
        Indemnifiable Loss or in defense of any issue or matter therein,
        including, without limitation, dismissal without prejudice, Indemnitee
        will be indemnified against all Expenses incurred in connection
        therewith. In connection with any determination as to whether Indemnitee
        is entitled to be indemnified hereunder, there will be a presumption
        that Indemnitee is so entitled, and the burden of proof shall, to the
        extent permitted by law, be on the Company to establish that Indemnitee
        is not so entitled.

6.              NO OTHER PRESUMPTION. For purposes of this Agreement, the
        termination of any Claim by judgment, order, settlement (whether with or
        without court approval) or conviction, or upon a plea of nolo contendere
        or its equivalent, will not create a presumption that Indemnitee did not
        meet any particular standard of conduct or have any particular belief or
        that a court has determined that indemnification is not permitted by
        applicable law.

7.              NON-EXCLUSIVITY, ETC. The rights of Indemnitee hereunder will be
        in addition to any other rights Indemnitee may have under the
        Constituent Documents, or the substantive laws of the Company's
        jurisdiction of incorporation, any other contract or otherwise
        (collectively, "Other Indemnity Provisions"); provided, however, that
        (i) to the extent that Indemnitee otherwise would have any greater right
        to indemnification under any Other Indemnity Provision, Indemnitee will
        be deemed to have such greater right hereunder and (ii) to the extent
        that any change is made to any Other Indemnity Provision which permits
        any greater right to indemnification than that provided under this
        Agreement as of the date hereof, Indemnitee will be deemed to have such
        greater right hereunder. The Company will not adopt any amendment to any
        of the Constituent Documents the effect of which would be to deny,
        diminish or encumber Indemnitee's right to indemnification under this
        Agreement or any Other Indemnity Provision.


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8.              LIABILITY INSURANCE. To the extent the Company maintains an
        insurance policy or policies providing directors' and officers'
        liability insurance (the "D&O Insurance"), Indemnitee will be covered by
        such policy or policies, in accordance with its or their terms, to the
        maximum extent of the coverage available for any director or officer of
        the Company. Notwithstanding the foregoing, the Company shall not be
        required to cover the Indemnitee under its D&O Insurance to the same
        extent as other directors or officers of the Company, or at all, if the
        Company determines in good faith that such insurance is not available,
        or the premium costs (or increases in premium costs of other directors
        or officers of the Company as a result of such coverage) for such
        insurance is materially disproportionate to the amount of coverage
        provided.

9.              SUBROGATION. In the event of payment under this Agreement, the
        Company will be subrogated to the extent of such payment to all of the
        related rights of recovery of Indemnitee against other persons or
        entities (other than Indemnitee's successors). The Indemnitee will
        execute all papers reasonably required to evidence such rights (all of
        Indemnitee's reasonable Expenses, including attorneys' fees and charges,
        related thereto to be reimbursed by or, at the option of Indemnitee,
        advanced by the Company).

10.             NO DUPLICATION OF PAYMENTS. The Company will not be liable under
        this Agreement to make any payment in connection with any Indemnifiable
        Loss made against Indemnitee to the extent Indemnitee has otherwise
        actually received payment (net of Expenses incurred in connection
        therewith) under any insurance policy, the Constituent Documents and
        Other Indemnity Provisions or otherwise of the amounts otherwise
        indemnifiable hereunder provided that, if Indemnitee for any reason is
        required to disgorge any payment actually received by him, the Company
        shall be obligated to pay such amount to Indemnitee in accordance with
        the other terms of this Agreement (i.e., disregarding the terms of this
        Section 10).

11.             DEFENSE OF CLAIMS. The Company will be entitled to participate
        in the defense (including, without limitation, the negotiation and
        approval of any settlement) of any Claim in respect of which Indemnitee
        may seek indemnification from the Company hereunder, or to assume the
        defense thereof, with counsel reasonably satisfactory to the Indemnitee,
        provided that in the event that (i) the use of counsel chosen by the
        Company to represent Indemnitee would present such counsel with an
        actual or potential conflict, (ii) the named parties in any such Claim
        (including any impleaded parties) include both the Company and
        Indemnitee and Indemnitee shall conclude that there may be one or more
        legal defenses available to him or her that are different from or in
        addition to those available to the Company, or (iii) any such
        representation by the Company would be precluded under the applicable
        standards of professional conduct then prevailing, then Indemnitee will
        be entitled to retain separate counsel (but not more than one law firm
        plus, if applicable, local counsel in respect of any particular Claim)
        at the Company's expense. Notwithstanding the preceding sentence, in any
        event the Company shall be liable to Indemnitee under this Agreement for
        the reasonable costs of investigation and preparation for the defense of
        any Claim (including, without limitation, appearing as a witness and
        reasonable fees and expenses of counsel in connection therewith). The
        Company will not, without the prior written consent of the Indemnitee,
        effect any settlement of any threatened or pending Claim that the
        Indemnitee is or could have been a



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        party to unless such settlement solely involves the payment of money and
        includes an unconditional release of the Indemnitee from all liability
        on any claims that are the subject matter of such Claim.

12.             SUCCESSORS AND BINDING AGREEMENT. (a) The Company will require
        any successor (whether direct or indirect, by purchase, merger,
        consolidation, reorganization or otherwise) to all or substantially all
        of the business or assets of the Company (a "Successor"), by agreement
        in form and substance satisfactory to Indemnitee and his or her counsel,
        expressly to assume and agree to perform this Agreement in the same
        manner and to the same extent the Company would be required to perform
        if no such succession had taken place. This Agreement will be binding
        upon and inure to the benefit of the Company and may be assigned to a
        Successor, but will not otherwise be assignable or delegatable by the
        Company.

        (b)             This Agreement will inure to the benefit of and be
                enforceable by the Indemnitee's personal or legal
                representatives, executors, administrators, successors, heirs,
                distributees, legatees and other successors.

        (c)             This Agreement is personal in nature and neither of the
                parties hereto will, without the consent of the other, assign or
                delegate this Agreement or any rights or obligations hereunder
                except as expressly provided in Sections 12(a) and 12(b).
                Without limiting the generality or effect of the foregoing,
                Indemnitee's right to receive payments hereunder will not be
                assignable, whether by pledge, creation of a security interest
                or otherwise, other than by a transfer by the Indemnitee's will
                or by the laws of descent and distribution, and, in the event of
                any attempted assignment or transfer contrary to this Section
                12(c), the Company will have no liability to pay any amount so
                attempted to be assigned or transferred.

13.             NOTICES. For all purposes of this Agreement, all communications,
        including without limitation notices, consents, requests or approvals,
        required or permitted to be given hereunder will be in writing and will
        be deemed to have been duly given when hand delivered or dispatched by
        electronic facsimile transmission (with receipt thereof orally
        confirmed), or five business days after having been mailed by United
        States registered or certified mail, return receipt requested, postage
        prepaid or one business day after having been sent for next-day delivery
        by a nationally recognized overnight courier service, addressed to the
        Company (to the attention of the Secretary of the Company) and to the
        Indemnitee at the addresses shown on the signature page hereto, or to
        such other address as any party may have furnished to the other in
        writing and in accordance herewith, except that notices of changes of
        address will be effective only upon receipt.

14.             GOVERNING LAW. The validity, interpretation, construction and
        performance of this Agreement will be governed by and construed in
        accordance with the substantive laws of the State of New York, without
        giving effect to the principles of conflict of laws of such State. Each
        party consents to non-exclusive jurisdiction of any New York state or
        federal court for purposes of any action, suit or proceeding hereunder,
        waives any objection to venue therein or any defense based on forum non
        conveniens or similar theories and agrees that service of process may be
        effected in any such action, suit or proceeding by notice given in
        accordance with Section 13.


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15.             VALIDITY. If any provision of this Agreement or the application
        of any provision hereof to any person or circumstance is held invalid,
        unenforceable or otherwise illegal, the remainder of this Agreement and
        the application of such provision to any other person or circumstance
        will not be affected, and the provision so held to be invalid,
        unenforceable or otherwise illegal will be reformed to the extent, and
        only to the extent, necessary to make it enforceable, valid or legal.

16.             MISCELLANEOUS. No provision of this Agreement may be waived,
        modified or discharged unless such waiver, modification or discharge is
        agreed to in writing signed by Indemnitee and the Company. No waiver by
        either party hereto at any time of any breach by the other party hereto
        or compliance with any condition or provision of this Agreement to be
        performed by such other party will be deemed a waiver of similar or
        dissimilar provisions or conditions at the same or at any prior or
        subsequent time. No agreements or representations, oral or otherwise,
        expressed or implied with respect to the subject matter hereof have been
        made by either party that are not set forth expressly in this Agreement.
        References to Sections are to references to Sections of this Agreement.

17.             COUNTERPARTS. This Agreement may be executed in one or more
        counterparts, each of which will be deemed to be an original but all of
        which together will constitute one and the same agreement.

18.             LEGAL FEES AND EXPENSES. It is the intent of the Company that
        the Indemnitee not be required to incur legal fees and or other Expenses
        associated with the interpretation, enforcement or defense of
        Indemnitee's rights under this Agreement by litigation or otherwise
        because the cost and expense thereof would substantially detract from
        the benefits intended to be extended to the Indemnitee hereunder.
        Accordingly, without limiting the generality or effect of any other
        provision hereof, if it should appear to the Indemnitee that the Company
        has failed to comply with any of its obligations under this Agreement or
        in the event that the Company or any other person takes or threatens to
        take any action to declare this Agreement void or unenforceable, or
        institutes any litigation or other action or proceeding designed to
        deny, or to recover from, the Indemnitee the benefits provided or
        intended to be provided to the Indemnitee hereunder, the Company
        irrevocably authorizes the Indemnitee from time to time to retain
        counsel of Indemnitee's choice, at the expense of the Company as
        hereafter provided, to advise and represent the Indemnitee in connection
        with any such interpretation, enforcement or defense, including without
        limitation the initiation or defense of any litigation or other legal
        action, whether by or against the Company or any director, officer,
        stockholder or other person affiliated with the Company. Notwithstanding
        any existing or prior attorney-client relationship between the Company
        and such counsel, the Company irrevocably consents to the Indemnitee's
        entering into an attorney-client relationship with such counsel, and in
        that connection the Company and the Indemnitee agree that a confidential
        relationship shall exist between the Indemnitee and such counsel.
        Without respect to whether the Indemnitee prevails, in whole or in part,
        in connection with any of the foregoing, the Company will pay and be
        solely financially responsible for any and all attorneys' and related
        fees and expenses incurred by the Indemnitee in connection with any of
        the foregoing.

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19.             RIGHT OF INDEMNITEE TO INDEMNIFICATION UPON APPLICATION;
        PROCEDURE UPON APPLICATION. Except as provided in Section 3, any
        indemnification under this Agreement shall be made as soon as
        practicable but in any event no later than 30 days after receipt of the
        written request of the Indemnitee for such indemnification (such request
        to be accompanied by reasonable supporting documentation of the
        Indemnifiable Losses), unless a determination is made within said 30 day
        period by (a) the Board by a majority vote of a quorum thereof
        consisting of directors who were not parties to such proceedings, or (b)
        independent legal counsel in a written opinion (which counsel shall be
        appointed if such a quorum is not obtainable), that the Indemnitee has
        not met the relevant standards for indemnification set forth in this
        Agreement. In the case of either (a) or (b) above, the Company shall
        send prompt written notice to the Indemnitee of such determination.

20.             CERTAIN INTERPRETIVE MATTERS. No provision of this Agreement
        will be interpreted in favor of, or against, either of the parties
        hereto by reason of the extent to which any such party or its counsel
        participated in the drafting thereof or by reason of the extent to which
        any such provision is inconsistent with any prior draft hereof or
        thereof.

IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly
authorized representative to execute this Agreement as of the date first above
written.



                                               GOODRICH CORPORATION
                                               Four Coliseum Centre
                                               2730 West Tyvola Road
                                               Charlotte, North Carolina  28217



                                               By:
                                                  ------------------------------
                                               Name:
                                               Title:


                                               [name and address]



                                               ---------------------------------



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