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                                                                   EXHIBIT 10.13

                             ENPRO INDUSTRIES, INC.
              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS


         1. INTRODUCTION. Effective June 1, 2002, EnPro Industries, Inc. (the
"Company") hereby establishes the EnPro Industries, Inc. Deferred Compensation
Plan for Non-Employee Directors (the "Plan"). It is the intent of the Company
that amounts deferred under the Plan by a Non-Employee Director shall not be
taxable to the Non-Employee Director for income tax purposes until the time they
are actually received by the Non-Employee Director. The provisions of the Plan
shall be construed and interpreted to give effect to this intent.

         2. DEFINITIONS.

         "Account" means the account established and maintained on the books of
the Company to record a Participant's interest under the Plan attributable to
amounts deferred by the Participant pursuant to Section 5.

         "Board" means the members of the Board of Directors of the Company.

         "Company" is defined in Section 1 as EnPro Industries, Inc. and
includes any successor thereto.

         "Meeting Fees" means the fees a Non-Employee Director receives for
attending meetings of the Board and any committee of the Board, as well as any
fee a Non-Employee Director receives for serving as chairman of any committee of
the Board.

         "Non-Employee Directors" means members of the Board who are not
employees of the Company or any affiliate of the Company.

         "Participant" means any Non-Employee Director who makes an election to
participate in the Plan in accordance with Section 5. Participant shall also
include any former Non-Employee Director who continues to have an Account
maintained under the Plan.

         "Plan" is defined in Section 1 as this plan: the EnPro Industries, Inc.
Deferred Compensation Plan for Non-Employee Directors, as the same may be
amended from time to time.

         "Plan Administrator" means a committee consisting of the Chief
Executive Officer of the Company and two other officers of the Company selected
by him.

         "Plan Year" means a calendar year, provided that the first Plan Year
shall commence on the effective date of the Plan and end on December 31, 2002.

         "Retainer" means the cash portion of the annual retainer paid by the
Company to a Non-



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Employee Director, and does not include the portion of the
annual retainer (if any) paid in the form of "Performance Shares."

         3. ADMINISTRATION. The Plan shall be administered by the Plan
Administrator. In that regard, the Plan Administrator shall be empowered to
interpret the provisions of the Plan and to perform and exercise all of the
duties and powers granted to it under the terms of the Plan. The Plan
Administrator may adopt such rules and regulations for the administration of the
Plan as are consistent with the terms hereof and shall keep adequate records of
its proceedings and acts. All interpretations and decisions made (both as to law
and fact) and other action taken by the Plan Administrator with respect to the
Plan shall be conclusive and binding upon all parties having or claiming to have
an interest under the Plan. Not in limitation of the foregoing, the Plan
Administrator shall have the discretion to decide any factual or interpretative
issues that may arise in connection with its administration of the Plan
(including without limitation any determination as to claims for benefits
hereunder), and the Plan Administrator's exercise of such discretion shall be
conclusive and binding on all affected parties as long as it is not arbitrary or
capricious. The Plan Administrator may delegate any of its duties and powers
hereunder to the extent permitted by applicable law.

         4. PARTICIPATION. Each Non-Employee shall become a Participant in the
Plan by filing the written Election Form described in Section 5 with the Plan
Administrator with respect to Retainers and Meeting Fees payable to the
Non-Employee Director for such Non-Employee Director's services as a member of
the Board. If a person ceases to be a Non-Employee Director but continues to
serve as a Director, the person shall no longer be eligible to make deferral
elections under the Plan.

         5. DEFERRAL ELECTIONS.

         (a) Elections to Defer. Each Participant may elect to defer receipt of
all or a portion of such Participant's Retainer and Meeting Fees at such times
and pursuant to such procedures as set forth in paragraph (b) of this Section 5,
such amounts to be credited to an Account as described in Section 6 and to
become payable in accordance with the provisions of Section 7.

         (b) Form and Timing of Elections. To be effective, elections to defer
all or any portion of the Retainer or Meeting Fees for a Plan Year must be made
on such form and pursuant to such procedures as the Plan Administrator may
establish from time to time. The election must be made prior to the start of the
applicable Plan Year or at such other times as the Plan Administrator may
determine (consistent with the purpose of the Plan set forth in Section 1). An
election to defer for a Plan Year shall continue in effect for each subsequent
Plan Year unless revoked or modified by the Participant in accordance with
procedures established by the Plan Administrator.

         6. ESTABLISHMENT OF AND ADJUSTMENT OF ACCOUNTS. The Company shall
establish and maintain an Account for each Participant. Each Account shall be
maintained on the books of the Company until full payment of the balance thereof
has been made to the applicable Participant (or the beneficiaries of a deceased
Participant). No funds shall be set aside



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or earmarked for any Account, which shall be purely a bookkeeping device. An
amount deferred by a Participant pursuant to Section 5 shall be credited to the
Participant's Account as of the date it would otherwise have been paid to the
Participant. Until the entire balance of a Participant's Account has been paid
to the Participant, or to the beneficiaries of the deceased Participant, such
balance shall be increased on the last day of each calendar quarter so that the
level of investment return of the Account shall be substantially equal to the
ask yield of the most recent auction of 10-year Treasury bonds, as quoted for
the last business day of the immediately preceding calendar quarter in the Wall
Street Journal (Eastern Edition) (or other financial publication as the Plan
Administrator may select). The Plan Administrator may, from time to time, change
prospectively the rate of adjustment applied with respect to Participants'
Accounts.

         7. PAYMENT.

         (a) Payment Options. At the time a Participant first makes an election
to defer a Retainer or Meeting Fees under the Plan, the Participant shall be
given the opportunity to elect one of the following payment options: (i) a
single cash payment, (ii) annual installments over a period of five years, or
(iii) annual installments over a period of ten years. A Participant's payment
election shall be made on the election form used by the Participant for making
such Participant's initial deferral election. Such election shall be effective
with respect to all payments of Retainers and Meeting Fees deferred under the
Plan by the Participant. If a Participant fails to duly elect a payment option,
the method of payment shall be a single cash payment. After the initial deferral
election, a Participant may elect one of the other payment options listed above
on such form and pursuant to such procedures as established by the Plan
Administrator from time to time, provided that any such election may not become
effective until at least six (6) months after the election is made and only if
the Participant continues to serve as a Director through such effective date.
Only one new payment election may be submitted during any Plan Year. Upon
becoming effective, the new payment election shall apply with respect to all
amounts deferred under the Plan by the Participant, including amounts deferred
under the Plan before the election became effective.

         (b) Single Cash Payment. If a Participant to whom the single cash
payment applies terminates service as a member of the Board, such Participant's
Account shall continue to be adjusted under Section 6 through the end of the
Plan Year in which such termination occurs. The final balance of the
Participant's Account as of such date shall be paid in a single cash payment to
the Participant (or to the Participant's designated beneficiary if the
Participant dies prior to distribution of such Participant's Account) by January
31 of the following Plan Year.

         (c) Annual Installments. If a Participant to whom an annual installment
payment election applies terminates service as a member of the Board, the amount
of such annual installments shall be calculated and paid as provided in this
paragraph (c). The Participant's Account shall be adjusted in accordance with
the provisions of Section 6 through the last day of the Plan Year in which the
termination of services occurs. The amount of the annual installments shall then
be calculated, based on the Account balance as such date, as equal annual
installments amortized over the selected 5 or 10 year period using for such
purpose the ask yield of the auction of 10-year Treasury bonds closest to the
end of the Plan Year in which the termination of



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services occurs, as quoted for the last business day of the Plan Year in the
Wall Street Journal (Eastern Edition) (or other financial publication as the
Plan Administrator may select). The first installment shall be paid by January
31 of the Plan Year immediately following the Plan Year in which such
termination occurs, and each subsequent annual installment shall be paid by
January 31 of each subsequent Plan Year. In the event of the Participant's death
before all annual installments have been paid, any remaining annual installments
shall be paid to the Participant's designated beneficiary.

         (d) Other Payment Provisions. Subject to the provisions Section 8, a
Participant shall not be paid any portion of the Participant's Account prior to
the Participant's termination of service as a member of the Board. Any payment
hereunder shall be subject to applicable withholding taxes. If any amount
becomes payable under the provisions of the Plan to a Participant, beneficiary
or other person who is a minor or an incompetent, whether or not declared
incompetent by a court, such amount may be paid directly to the minor or
incompetent person or to such person's legal representative (or attorney-in-fact
in the case of an incompetent) as the Plan Administrator, in its sole
discretion, may decide, and the Plan Administrator shall not be liable to any
person for any such decision or any payment pursuant thereto. Participants shall
designate a beneficiary under the Plan on a form furnished by the Plan
Administrator, and if a Participant does not have a beneficiary designation in
effect, the designated beneficiary shall be the Participant's estate.

         (e) Account Statements. Each Participant shall receive an annual
statement of the balance in the Participant's Account.

         8. TERMINATION AND AMENDMENT. The Board may terminate the Plan at any
time so that no further amounts shall be credited to Accounts or may, from time
to time, amend the Plan, without the consent of Participants or beneficiaries;
provided, however, that no such amendment or termination shall reduce the amount
actually credited to a Participant's Account under the Plan on the date of such
amendment or termination or further defer the due dates for the payment of such
amounts without the consent of the affected Participant or beneficiary.
Notwithstanding any provision of the Plan to the contrary, in connection with
any termination of the Plan the Board shall have the authority to cause the
Accounts of all Participants to be paid in a single cash payment as of a date
determined by the Board or to otherwise accelerate the payment of Accounts in
such manner as the Board shall determine in its discretion.

         9. APPLICABLE LAW. The Plan shall be construed, administered, regulated
and governed in all respects under and by the laws of the United States to the
extent applicable, and to the extent such laws are not applicable, by the laws
of the state of North Carolina.

         10. MISCELLANEOUS. A Participant's rights and interests under the Plan
may not be assigned or transferred by the Participant. The Plan shall be an
unsecured, unfunded arrangement. To the extent the Participant acquires a right
to receive payments from the Company under the Plan, such right shall be no
greater than the right of any unsecured general creditor of the Company. The
Company shall not be required to segregate any amounts credited



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to any Accounts, which shall be established merely as an accounting convenience.
Nothing contained herein shall be deemed to create a trust of any kind or any
fiduciary relationship between the Company and any Participant. The Plan shall
be binding on the Company and any successor in interest of the Company.

         IN WITNESS WHEREOF, this instrument has been executed by an authorized
officer of the Company as of the 1st day of June, 2002.



                                        ENPRO INDUSTRIES, INC.


                                        By:     /s/ Richard C. Driscoll
                                           -------------------------------------
                                           Name:  Richard C. Driscoll
                                           Title: Senior Vice President, Human
                                                   Resources and Administration



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