##### 



EXHIBIT
10.1
 GOODRICH CORPORATION  SEVERANCE PROGRAM  As Amended and Restated Effective February 21, 2006
  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




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Act of 1934, as amended (the Exchange Act)), of beneficial 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 Goodrich,
immediately prior to such acquisition, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be; or(2) 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 shall be considered as though such individual
were a member of 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
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individuals and entities who were beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding 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
Goodrich, 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 not listed on Exhibit A to this Plan. Exhibit A may be amended from time to
time upon approval of the Chief Executive Officer of Goodrich.(g)
    
    Eligible Employeeis defined in Section 3.
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(h)
    
    ERISAmeans the Employee Retirement Income Security Act of 1974, as amended.(i)
    
    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.(j)
    
    Goodrichmeans Goodrich Corporation (formerly known as The B.F.Goodrich
Company), a New York corporation.(k)
    
    Offer of Comparable Employmentis defined in Section 4(d).(l)
    
    Planmeans, collectively, this Severance Program and any amendments and
modifications thereto.(m)
    
    Plan Benefitsis defined in Section 5.(n)
    
    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 covered 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).
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(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 domestic subsidiary of Goodrich listed on Exhibit A attached
to this Plan document.(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, including the Companys Business Code of Conduct;(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
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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.(d)
    
    Change in Employment due to Sale 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 sale or 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.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
sale or 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 sale or transfer of the Business Unit, and (iii) does not
require the employee to transfer to another employment location which is more than
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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 sale
or 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 sale or 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.(e)
    
    Transfer within the Company.
 (i)
    
    Except as provided in Section 4(e)(iii) below, an Eligible
Employee shall not be entitled to receive Plan Benefits if such employees
employment with Goodrich or a covered domestic subsidiary is terminated (by
Goodrich, a covered domestic subsidiary, or such employee) because of a
transfer from Goodrich to a covered domestic subsidiary, from a covered
domestic subsidiary to Goodrich or from one covered domestic subsidiary to
another covered domestic subsidiary.(ii)
    
    Except as provided in section 4(e)(iii) below, an Eligible
Employee shall not be entitled to receive Plan Benefits if such employees
employment with the Company is terminated (by Goodrich, a covered domestic
subsidiary, or such employee) because of a transfer to a subsidiary of the
Company which is an affiliate or associate of Goodrich or a covered
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.(iii)
    
    If an Eligible Employees employment with Goodrich or a
covered domestic subsidiary is terminated (by Goodrich, a covered domestic
subsidiary, or such employee) because of a transfer described in Section
4(e)(i) or (ii) above, such transfer requires relocation of such
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employee, and such employee is not eligible to receive relocation benefits
under the applicable Company relocation benefit policy, then such employee
shall be entitled to Plan Benefits. If, however, such employee is eligible
to receive relocation benefits under a Company relocation benefit policy,
then such employee shall not be entitled to Plan Benefits.
 (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.(h)
    
    Retirement. An Eligible Employee shall not be entitled to receive Plan
Benefits if, such employees employment with the Company terminates because of
retirement. However, if such employees termination of employment with the Company
would otherwise be a Qualifying Termination, then such employee shall be entitled to
receive Plan Benefits even though such employee is eligible to receive normal or early
retirement benefits under the Companys pension plan.
 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 agreement and release and waiver of claims described in Section 8, and does not
revoke within the time permitted for 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. Except as provided below, 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. If an
Eligible Employee is subject to a restrictive covenant, the Company may elect to pay the cash
payments of Plan Benefits to the Eligible Employee in installments over a payout period most
favorable to the Company, however, all cash payments must be paid to the Eligible Employee
within two years of the Qualifying Termination. 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.
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(a)
    
    Cash payments.
 (i)
    
    Leadership EmployeesEligible Employees who are employed at the time of the Qualifying
Termination in positions classified by the Company as Business Leadership,
Strategic Leadership and Executive Leadership Employees as defined by the
Goodrich corporate compensation guidelines (Leadership Employees) shall be
entitled to receive a cash payment equal to the sum of the following items:
one weeks 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, if such employee has been
employed with Goodrich or any affiliate of Goodrich for at least six (6)
continuous months. Notwithstanding the preceding sentence, if an Eligible
Employee has been employed with Goodrich or any affiliate of Goodrich for
less than six (6) continuous months, then 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 twelve (12) weeks Base Pay. In determining the years of
continuous service and months 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.(ii)
    
    Exempt EmployeesEligible 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 Labor 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
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Subsection 5(a)(ii) shall be not less than four (4) weeks Base Pay and not
more than fifty-two (52) weeks Base Pay, if such employee has been employed
with Goodrich or any affiliate of Goodrich for at least six (6) continuous
months. Notwithstanding the preceding sentence, if an Eligible Employee has
been employed with Goodrich or any affiliate of Goodrich for less than six
(6) continuous months, then 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 twelve (12) weeks Base Pay. In determining the years of
continuous service and months 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 EmployeesEligible 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.(iv)
    
    Cash Payment upon Change in ControlIf an Eligible Employee incurs a Qualifying Termination immediately
preceding and as a result of a Change in Control or within one year
following 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 less than eight (8) weeks
Base Pay and 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
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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.(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 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 to receive Company-paid 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. Company-paid 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. At the time the Company-paid life
insurance coverage continuation ends, the Eligible Employee may convert the
Company-paid life insurance coverage to an individual-paid life insurance policy in
accordance with the terms and conditions of the Company-paid life insurance plan.
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(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.
    
    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 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.
 7.
    
    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 and any of its subsidiaries.
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
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separation. The payment of vacation is separate from and independent of an employees
right to Plan Benefits under this Plan.8.
    
    AGREEMENT AND RELEASE.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 an agreement and release whereby such
employee waives 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 and agrees to comply with certain restrictive covenants
and confidentiality requirements. The Company, in its sole discretion shall, prescribe the
terms of the agreement, release and waiver, including, without limitation, a description of
the claims being released and waived, the restrictive covenants, and confidentiality
requirements.9.
    
    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 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
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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 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:
 
 and notices and other communications sent to an employee shall be sent to the home
address of the employee.
 10.
    
    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
 -14-




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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.11.
    
    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.12.
    
    GOVERNING LAW.This Plan shall be construed and governed under ERISA and other
applicable federal law.13.
    
    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.14.
    
    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.15.
    
    SECTION HEADINGS.The section headings contained herein have been inserted for
convenience or reference only, and shall not modify, define, expand, or limit any of the
provisions hereof.
  GOODRICH CORPORATIONBy:Its:
 -15-




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Exhibit A
To Goodrich Corporation Severance Program
 List of Domestic Subsidiaries Not Covered by the Goodrich Corporation Severance Program
  Place ofCompanies
    
    IncorporationRohr, Inc.
    
    DelawareSensors Unlimited, Inc.
    
    New Jersey
 Revised February, 2006




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##### 



Exhibit B
To Goodrich Corporation Severance Program
 List of Exempt Facilities
  Revised February, 2006




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##### 



Exhibit C
To Goodrich Corporation Severance Program
 List of Acquired Companies
                  Revised February, 2006