8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 28, 2006

GOODRICH CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York	1-892	34-0252680
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (704) 423-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Executive Life Insurance Agreement - Terrence G. Linnert

Executive Life Insurance Agreement - John J. Carmola

Executive Life Insurance Agreement - John J. Grisik

Form of Executive Life Insurance Agreement

Section 5 — Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(e) Executive Compensation Matters

     On December 28, 2006, Goodrich Corporation (the “Company”) and Messrs. Grisik, Linnert and Carmola agreed to terminate the Goodrich Corporation Split Dollar Insurance Plan (the “Life Insurance Plan”). The Life Insurance Plan provided a two-phase program of split-dollar life insurance for these executive officers. The first phase provided these executive officers with a split-dollar life insurance benefit that was intended to equal five times annual salary. At the end of five years, the executive could continue participation in the plan or take ownership of the life insurance policy. If the executive were to take ownership of the policy, the death benefit would be reduced to two times current salary, ownership of the policy would be transferred to the executive and the policy would be funded by the Company to a level to assure that the policy can sustain itself. If the cash surrender value was adequate, the Company would recover the premiums previously paid by us. If the executive were to elect to participate in phase two of the plan, the Company would again provide the executive with a split-dollar life insurance benefit that would be intended to equal up to five times salary. At termination of employment or retirement, the death benefit would be reduced to two times then current salary and ownership of the life insurance policy would be transferred to the executive. In that event, the executive would have ownership of the policy and would be required to pay premiums to maintain the policy. The Sarbanes-Oxley Act, which was enacted after the adoption of the Life Insurance Plan, restricted our continued funding of premiums for these policies and, in recent years, the cash surrender value on the policies has been reduced to pay the premiums. In terminating the Life Insurance Plan, the Company will obtain and transfer to these participating executive officers fully paid life insurance policies with a death benefit equal to two times the executive’s annual salary at retirement, assuming retirement at age 65 and a 3.5% annual salary increase until retirement. Copies of the Executive Life Insurance Agreements terminating the Life Insurance Plan are attached hereto as Exhibit 10.1, 10.2 and 10.3 and are incorporated herein by reference.

     On December 28, 2006, the Company and Messrs. Larsen, Grisik and Linnert agreed to terminate the split-dollar program relating to our nonqualified benefit security plan (the “Nonqualified Benefit Security Plan”) which is designed to fund, in part with split-dollar life insurance polices, our obligations to pay pension benefits under our non-qualified benefit restoration plan and supplemental executive retirement plan described in our proxy statement for our 2006 annual meeting of shareholders. Messrs. Larsen, Grisik and Linnert participate in the Nonqualified Benefit Security Plan. A copy of the form of Executive Life Insurance Agreement terminating the split-dollar program relating to the Nonqualified Benefit Security Plan is attached as Exhibit 10.4 and is incorporated herein by reference. Termination of such split-dollar programs under the Nonqualified Benefit Security Plan will not affect our obligation to make payments under, or these executive officers’ rights to receive benefits under, our non-qualified supplemental pension plan.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1	Executive Life Insurance Agreement dated December 28, 2006 between Goodrich Corporation and Terrence G. Linnert
Exhibit 10.2	Executive Life Insurance Agreement dated December 28, 2006 between Goodrich Corporation and John J. Carmola
Exhibit 10.3	Executive Life Insurance Agreement dated December 28, 2006 between Goodrich Corporation and John J. Grisik
Exhibit 10.4	Form of Executive Life Insurance Agreement

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GOODRICH CORPORATION (Registrant)
Date: December 29, 2006	By:	/s/ Vincent M. Lichtenberger
		Vincent M. Lichtenberger
		Assistant Secretary

EXHIBIT INDEX

Exhibit 10.1	Executive Life Insurance Agreement dated December 28, 2006 between Goodrich Corporation and Terrence G. Linnert
Exhibit 10.2	Executive Life Insurance Agreement dated December 28, 2006 between Goodrich Corporation and John J. Carmola
Exhibit 10.3	Executive Life Insurance Agreement dated December 28, 2006 between Goodrich Corporation and John J. Grisik
Exhibit 10.4	Form of Executive Life Insurance Agreement

EX-10.1

EXECUTIVE LIFE INSURANCE AGREEMENT

     This AGREEMENT is made as of the 28^th day of December, 2006, by and between TERRENCE G. LINNERT (the “Executive”) and GOODRICH CORPORATION (the “Company”), a New York corporation (collectively, the “Parties”).

RECITALS

     WHEREAS, the Parties have entered into a Split Dollar Insurance Agreement dated March 1, 1998 pursuant to which the Company purchased a certain life insurance policy insuring the life of the Executive attached hereto as Exhibit A (the “Policy”) and endorsed to the Executive’s designated beneficiary or beneficiaries a right to receive a portion of the death benefits payable thereunder (the “Split Dollar Program”);

     WHEREAS, the Parties have determined that the Split Dollar Program no longer meets the business purposes of the Company; and

     WHEREAS, the Parties desire to terminate the Split Dollar Program, cancel the endorsement and enter into this Agreement providing for the transfer of all rights of ownership of the Policy to the Executive and the one-time lump sum cash payment by the Company to the insurer in the amount needed to sustain the Policy for the anticipated lifetime of the Executive at a cost of $300 per year for the Executive’s lifetime with a death benefit equal to the Executive’s projected base salary at age 65 multiplied by two.

     NOW, THEREFORE, in consideration of the promises and other valuable consideration between the Parties it is agreed as follows:

ARTICLE I
TERMINATION OF SPLIT DOLLAR PROGRAM

     The Split Dollar Program shall be terminated and all rights, benefits and obligations derived from such instruments or any other documents (including any related correspondence) by or of the Executive shall be cancelled. The Company shall become the sole owner and beneficiary of the Policy and exercise, in its sole discretion, all rights of ownership granted to the policyholder by the terms of the Policy. Each Party agrees to take such further action, do such other things and execute such other written instruments as shall be necessary and proper to carry out the termination of the Split Dollar Program and transfer of all rights of ownership of the Policy to the Executive. The Executive agrees that the Company’s obligations pursuant to this Agreement shall not become effective unless and until all such actions to terminate the Split Dollar Program are complete. The Company and the Executive agree that the termination of the Split Dollar Program and the transfer of the ownership of the Policy in accordance with Article II shall occur simultaneously.

ARTICLE II
COMPANY OBLIGATIONS

     2.1 Subject to the terms and conditions of this Agreement, the Company shall transfer all rights of ownership of the Policy to the Executive.

     2.2 Subject to the terms and conditions of this Agreement, the Company shall pay directly to the insurer a one-time lump sum cash payment in the amount needed to sustain the Policy for the anticipated life of the Executive with a death benefit equal to the level of benefit provided in Section 2.3. The Executive shall be eligible to enroll in the Company’s group term life insurance program, subject to the terms and conditions of such program.

     2.3 The Policy and the one-time lump sum payment are based on projections by the Company so that, after assuming the Executive’s base salary compounds by 3.5% growth per annum until age 65, the Executive will hold a life insurance policy with a death benefit equal to the Executive’s projected base salary at age 65 multiplied by two, which death benefit amount equals $1,129,000.00. The projections prepared by the Company are final, and may not be challenged by the Executive as of the time this Agreement is executed or at any time in the future.

     2.4 The Company shall increase the Executive’s compensation for services rendered by an amount determined by the Company which, net of its federal, state and local income tax effects, is approximately sufficient to enable the Executive to pay any federal, state and local income taxes payable by the Executive because of taxable income resulting from this Agreement (the “Tax Gross Up”).

ARTICLE III
EXECUTIVE’S RIGHTS AND OBLIGATIONS

     The Executive shall become the sole owner of the Policy and may exercise all rights of ownership granted to the policyholder by the terms of the Policy, including but not limited to the right to borrow against the Policy, the right to assign his interest in the Policy, the right to change the beneficiary(ies) of the Policy, the right to exercise settlement options and the right to surrender or cancel the Policy. The Executive acknowledges that any exercise of any such ownership rights with respect to the Policy shall not increase in any way the obligations of the Company pursuant to this Agreement.

ARTICLE IV
AMENDMENT OR TERMINATION

     This Agreement shall not be modified, amended or terminated except by a written agreement of the Company and the Executive. This Agreement and any amendment hereto shall inure to the benefit of and shall be binding upon the heirs, personal representatives, successors and assigns of each party to this Agreement.

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ARTICLE V
FURTHER PERFORMANCE

     5.1 Each of the Parties, for itself and its heirs, beneficiaries, personal representatives, trustees, successors and assigns, agrees to take such further action, do such other things, and execute such other writings as shall be necessary and proper to carry out the terms and provisions of this Agreement.

     5.2 The Executive shall provide, or shall take action to cause the issuing insurance company or other appropriate party to provide, information as may be reasonably requested by the Company or its designated agent with respect to the Policy which is necessary or desirable in order to permit the Company or its designated agent to comply with any financial reporting or disclosure obligations or reporting, disclosure or other obligations under applicable law.

ARTICLE VI
MISCELLANEOUS

     6.1 This Agreement shall be personal to the Executive and shall not be construed to grant or imply any right of any employee or other executive of the Company to enter into any similar arrangement.

     6.2 All notices required to be given shall be in writing and sent by regular, overnight, certified or registered mail to the last known address of the Party. Notice shall be deemed given within five business days after the notice is provided to the delivery service for service.

     6.3 This Agreement shall be subject to and construed in accordance with the laws of North Carolina; provided, that the conflicts of laws principles shall not apply to the extent that they would operate to apply the laws of another State or Commonwealth.

     IN WITNESS WHEREOF, the Parties have executed this Executive Life Insurance Agreement as of the day and year first written above.

EXECUTIVE	GOODRICH CORPORATION
	By:
TERRENCE G. LINNERT
	Its:

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Exhibit A

LIFE INSURANCE POLICY

Insured	Carrier	Policy Number
Terrence G. Linnert	Principal Life Insurance Company	4499823

EX-10.2

EXECUTIVE LIFE INSURANCE AGREEMENT

     This AGREEMENT is made as of the 28^th day of December, 2006, by and between JOHN J. CARMOLA (the “Executive”) and GOODRICH CORPORATION (the “Company”), a New York corporation (collectively, the “Parties”).

RECITALS

     WHEREAS, the Parties have entered into a Split Dollar Insurance Agreement dated December 1, 2000 pursuant to which the Company purchased a certain life insurance policy insuring the life of the Executive attached hereto as Exhibit A (the “Policy”) and endorsed to the Executive’s designated beneficiary or beneficiaries a right to receive a portion of the death benefits payable thereunder (the “Split Dollar Program”);

     WHEREAS, the Parties have determined that the Split Dollar Program no longer meets the business purposes of the Company; and

     WHEREAS, the Parties desire to terminate the Split Dollar Program, cancel the endorsement and enter into this Agreement providing for the transfer of all rights of ownership of the Policy to the Executive and the one-time lump sum cash payment by the Company to the insurer in the amount needed to sustain the Policy for the anticipated lifetime of the Executive at a cost of $300 per year for the Executive’s lifetime with a death benefit equal to the Executive’s projected base salary at age 65 multiplied by two.

     NOW, THEREFORE, in consideration of the promises and other valuable consideration between the Parties it is agreed as follows:

ARTICLE I
TERMINATION OF SPLIT DOLLAR PROGRAM

     The Split Dollar Program shall be terminated and all rights, benefits and obligations derived from such instruments or any other documents (including any related correspondence) by or of the Executive shall be cancelled. The Company shall become the sole owner and beneficiary of the Policy and exercise, in its sole discretion, all rights of ownership granted to the policyholder by the terms of the Policy. Each Party agrees to take such further action, do such other things and execute such other written instruments as shall be necessary and proper to carry out the termination of the Split Dollar Program and transfer of all rights of ownership of the Policy to the Executive. The Executive agrees that the Company’s obligations pursuant to this Agreement shall not become effective unless and until all such actions to terminate the Split Dollar Program are complete. The Company and the Executive agree that the termination of the Split Dollar Program and the transfer of the ownership of the Policy in accordance with Article II shall occur simultaneously.

ARTICLE II
COMPANY OBLIGATIONS

     2.1 Subject to the terms and conditions of this Agreement, the Company shall transfer all rights of ownership of the Policy to the Executive.

     2.2 Subject to the terms and conditions of this Agreement, the Company shall pay directly to the insurer a one-time lump sum cash payment in the amount needed to sustain the Policy for the anticipated life of the Executive with a death benefit equal to the level of benefit provided in Section 2.3. The Executive shall be eligible to enroll in the Company’s group term life insurance program, subject to the terms and conditions of such program.

     2.3 The Policy and the one-time lump sum payment are based on projections by the Company so that, after assuming the Executive’s base salary compounds by 3.5% growth per annum until age 65, the Executive will hold a life insurance policy with a death benefit equal to the Executive’s projected base salary at age 65 multiplied by two, which death benefit amount equals $1,489,000.00. The projections prepared by the Company are final, and may not be challenged by the Executive as of the time this Agreement is executed or at any time in the future.

     2.4 The Company shall increase the Executive’s compensation for services rendered by an amount determined by the Company which, net of its federal, state and local income tax effects, is approximately sufficient to enable the Executive to pay any federal, state and local income taxes payable by the Executive because of taxable income resulting from this Agreement (the “Tax Gross Up”).

ARTICLE III
EXECUTIVE’S RIGHTS AND OBLIGATIONS

     The Executive shall become the sole owner of the Policy and may exercise all rights of ownership granted to the policyholder by the terms of the Policy, including but not limited to the right to borrow against the Policy, the right to assign his interest in the Policy, the right to change the beneficiary(ies) of the Policy, the right to exercise settlement options and the right to surrender or cancel the Policy. The Executive acknowledges that any exercise of any such ownership rights with respect to the Policy shall not increase in any way the obligations of the Company pursuant to this Agreement.

ARTICLE IV
AMENDMENT OR TERMINATION

     This Agreement shall not be modified, amended or terminated except by a written agreement of the Company and the Executive. This Agreement and any amendment hereto shall inure to the benefit of and shall be binding upon the heirs, personal representatives, successors and assigns of each party to this Agreement.

ARTICLE V
FURTHER PERFORMANCE

     5.1 Each of the Parties, for itself and its heirs, beneficiaries, personal representatives, trustees, successors and assigns, agrees to take such further action, do such other things, and execute such other writings as shall be necessary and proper to carry out the terms and provisions of this Agreement.

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     5.2 The Executive shall provide, or shall take action to cause the issuing insurance company or other appropriate party to provide, information as may be reasonably requested by the Company or its designated agent with respect to the Policy which is necessary or desirable in order to permit the Company or its designated agent to comply with any financial reporting or disclosure obligations or reporting, disclosure or other obligations under applicable law.

ARTICLE VI
MISCELLANEOUS

     6.1 This Agreement shall be personal to the Executive and shall not be construed to grant or imply any right of any employee or other executive of the Company to enter into any similar arrangement.

     6.2 All notices required to be given shall be in writing and sent by regular, overnight, certified or registered mail to the last known address of the Party. Notice shall be deemed given within five business days after the notice is provided to the delivery service for service.

     6.3 This Agreement shall be subject to and construed in accordance with the laws of North Carolina; provided, hat the conflicts of laws principles shall not apply to the extent that they would operate to apply the laws of another State or Commonwealth.

     IN WITNESS WHEREOF, the Parties have executed this Executive Life Insurance Agreement as of the day and year first written above.

EXECUTIVE	GOODRICH CORPORATION
	By:
JOHN J. CARMOLA
	Its:

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Exhibit A

LIFE INSURANCE POLICY

Insured	Carrier	Policy Number
John J. Carmola	Principal Life Insurance Company	4169478

EX-10.3

EXECUTIVE LIFE INSURANCE AGREEMENT

     This AGREEMENT is made as of the 28th day of December, 2006, by and between JOHN J. GRISIK (the “Executive”) and GOODRICH CORPORATION (the “Company”), a New York corporation (collectively, the “Parties”).

RECITALS

     WHEREAS, the Parties have entered into a Split Dollar Insurance Agreement effective as of March 1, 2001 and dated April 2, 2001, as amended and modified, pursuant to which the Executive owns a certain life insurance policy insuring the life of the Executive attached hereto as Exhibit A (the “Policy”) and the Company holds an Assignment of Life Insurance Policy as Collateral effective as of March 1, 2001 and dated April 2, 2001 (the “Collateral Assignment”) in the Policy granting it the right to receive a portion of the death benefits payable thereunder (the “Split Dollar Program”);

     WHEREAS, the Parties have determined that the Split Dollar Program no longer meets the business purposes of the Company; and

     WHEREAS, the Parties desire to terminate the Split Dollar Program, release the Collateral Assignment and enter into this Agreement providing for the one-time lump sum cash payment by the Company to the Executive in the amount needed to sustain the Policy for the anticipated lifetime of the Executive at a cost of $300 per year for the Executive’s lifetime with a death benefit equal to the Executive’s projected base salary at age 65 multiplied by two.

     NOW, THEREFORE, in consideration of the promises and other valuable consideration between the Parties it is agreed as follows:

ARTICLE I
TERMINATION OF SPLIT DOLLAR PROGRAM

     The Split Dollar Program shall be terminated and all rights, benefits and obligations derived from such instruments or any other documents (including any related correspondence) by or of the Executive shall be cancelled. The Collateral Assignment held by the Company shall be released upon the Company’s receipt of all amounts due it thereunder. Upon the release of the Collateral Assignment, the Executive shall become the sole owner of the Policy and exercise in the Executive’s sole discretion all rights of ownership granted to the policyholder by the terms of the Policy. Each Party agrees to take such further action, do such other things and execute such other written instruments as shall be necessary and proper to carry out the termination of the Split Dollar Program and release of the Collateral Assignment and recovery of the amounts due the Company thereunder. The Executive agrees that the Company’s obligations pursuant to this Agreement shall not become effective unless and until all such actions to terminate the Split Dollar Program, release the Collateral Assignment and recover the amounts due the Company thereunder are complete. The Company and the Executive agree that the termination of the Split Dollar Program and the transfer of the ownership of the Policy in accordance with Article II shall occur simultaneously.

ARTICLE II
COMPANY OBLIGATIONS

     2.1 Subject to the terms and conditions of this Agreement, the Company shall release the Collateral Assignment held by the Company.

     2.2 Subject to the terms and conditions of this Agreement, the Company shall pay directly to the Executive a one-time lump sum cash payment in the amount needed to sustain the Policy for the anticipated life of the Executive with a death benefit equal to level of benefit provided in Section 2.3. The Executive shall be eligible to enroll in the Company’s group term life insurance program, subject to the terms and conditions of such program.

     2.3 The Policy and the one-time lump sum payment are based on projections by the Company so that, after assuming the Executive’s base salary compounds by 3.5% growth per annum until age 65, the Executive will hold a life insurance policy with a death benefit equal to the Executive’s projected base salary at age 65 multiplied by two, which death benefit amount equals $1,140,000.00. The projections prepared by the Company are final, and may not be challenged by the Executive as of the time this Agreement is executed or at any time in the future.

     2.4 The Company shall increase the Executive’s compensation for services rendered by an amount determined by the Company which, net of its federal, state and local income tax effects, is approximately sufficient to enable the Executive to pay any federal, state and local income taxes payable by the Executive because of taxable income resulting from this Agreement (the “Tax Gross Up”).

ARTICLE III
EXECUTIVE’S RIGHTS AND OBLIGATIONS

     The Executive shall become the sole owner of the Policy and may exercise all rights of ownership granted to the policyholder by the terms of the Policy, including but not limited to the right to borrow against the Policy, the right to assign his interest in the Policy, the right to change the beneficiary(ies) of the Policy, the right to exercise settlement options and the right to surrender or cancel the Policy. The Executive acknowledges that any exercise of any such ownership rights with respect to the Policy shall not increase in any way the obligations of the Company pursuant to this Agreement.

ARTICLE IV
AMENDMENT OR TERMINATION

     This Agreement shall not be modified, amended or terminated except by a written agreement of the Company and the Executive. This Agreement and any amendment hereto shall inure to the benefit of and shall be binding upon the heirs, personal representatives, successors and assigns of each party to this Agreement.

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ARTICLE V
FURTHER PERFORMANCE

     5.1 Each of the Parties, for itself and its heirs, beneficiaries, personal representatives, trustees, successors and assigns, agrees to take such further action, do such other things, and execute such other writings as shall be necessary and proper to carry out the terms and provisions of this Agreement.

     5.2 The Executive shall provide, or shall take action to cause the issuing insurance company or other appropriate party to provide, information as may be reasonably requested by the Company or its designated agent with respect to the Policy which is necessary or desirable in order to permit the Company or its designated agent to verify the Company’s on-going obligation with respect to this Agreement or to comply with any financial reporting or disclosure obligations or reporting, disclosure or other obligations under applicable law.

ARTICLE VI
MISCELLANEOUS

     6.1 This Agreement shall be personal to the Executive and shall not be construed to grant or imply any right of any employee or other executive of the Company to enter into any similar arrangement.

     6.2 All notices required to be given shall be in writing and sent by regular, overnight, certified or registered mail to the last known address of the Party. Notice shall be deemed given within five business days after the notice is provided to the delivery service for service.

     6.3 This Agreement shall be subject to and construed in accordance with the laws of North Carolina; provided, that the conflicts of laws principles shall not apply to the extent that they would operate to apply the laws of another State or Commonwealth.

     IN WITNESS WHEREOF, the Parties have executed this Executive Life Insurance Agreement as of the day and year first written above.

EXECUTIVE	GOODRICH CORPORATION
	By:
JOHN J. GRISIK
	Its:

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Exhibit A

LIFE INSURANCE POLICY

Insured	Carrier	Policy Number
John J. Grisik	Principal Life Insurance Company	44442354

EX-10.4

EXECUTIVE LIFE INSURANCE AGREEMENT

     This AGREEMENT is made as of the ___day of                     , 200_, by and between                                          (the “Executive”), GOODRICH CORPORATION (the “Company”), a New York corporation, and JPMORGAN CHASE BANK, N.A. (formerly, Bank One Trust Company, N.A.) (the “Trustee”) as trustee of the Amended And Restated Trust Under Non-Qualified Deferred Compensation Plans Sponsored By Goodrich Corporation (formerly known as the “Trust under The B.F.Goodrich Company Non-Qualified Benefit Security Plan”) (the “Trust”) (collectively, the “Parties”).

RECITALS

     WHEREAS, the Executive and the Company have entered into a Split Dollar Collateral Assignment Insurance Agreement dated May 1, 1998 (the “Split Dollar Agreement”) pursuant to which the Executive owns a certain life insurance policy listed in the Exhibit A attached hereto (the “Policy”), the Company holds an Assignment dated May 1, 1998 (the “Assignment”) granting it specific interests in the Policy, and the Trust holds a Sub-Assignment effective May 1, 1998 (“Sub-Assignment”) to the Assignment granting it specific interests in the Policy (collectively, the “Split Dollar Program”);

     WHEREAS, the Company has determined that the Split Dollar Program no longer meets the business purposes of the Company; and

     WHEREAS, the Parties desire to terminate the Split Dollar Program, release their respective rights under the Split Dollar Agreement, the Assignment, and the Sub-Assignment and enter into this Agreement.

     NOW, THEREFORE, in consideration of the promises and other valuable consideration between the Parties (including continuation of the Executive’s at-will employment) it is agreed as follows:

ARTICLE I
TERMINATION OF SPLIT DOLLAR PROGRAM

     The Split Dollar Program shall be terminated and all rights, benefits and obligations derived from such instruments or any other documents (including any related correspondence) by or of the Executive shall be cancelled. Contemporaneous with the transfer contemplated under Article IV, the Assignment held by the Company and the Sub-Assignment held by the Trust shall be released. Each Party agrees to take such further action, do such other things and execute such other written instruments as shall be necessary and proper to carry out the termination of the Split Dollar Program and release of the Assignment and the Sub-Assignment and transfer all rights of ownership of the Policy to the Trust.

     The Parties hereby acknowledge and agree that in the event of the death of the insured under the Policy including at any time prior to the consummation of the transfer of the Policy to the Trust as contemplated under this Agreement, the Trust shall be entitled to receive the payment of any death benefit otherwise paid or payable under the terms of the Policy.

ARTICLE II
COMPANY OBLIGATIONS

     Subject to the terms and conditions of this Agreement, the Company shall release the Assignment held by the Company.

ARTICLE III
TRUST’S OBLIGATIONS AND RIGHTS

     3.1 Subject to the terms and conditions of this Agreement, the Trust shall release the Sub-Assignment held by the Trust.

     3.2 Subject to the terms and conditions of this Agreement and the terms of the Trust, the Trust shall become the sole owner of the Policy and may exercise all rights of ownership granted to the policyholder by the terms of the Policy, including but not limited to the right to borrow against the Policy, the right to assign its interest in the Policy, the right to change the beneficiary(ies) of the Policy, the right to exercise settlement options and the right to surrender or cancel the Policy.

ARTICLE IV
EXECUTIVE’S OBLIGATIONS

     Subject to the terms and conditions of this Agreement, the Executive shall transfer all rights of ownership of the Policy, to the extent held by the Executive, to the Trust.

ARTICLE V
AMENDMENT OR TERMINATION

     This Agreement shall not be modified, amended or terminated except by a written agreement of the Company, the Executive, and the Trustee. This Agreement and any amendment hereto shall inure to the benefit of and shall be binding upon the heirs, personal representatives, successors and assigns of each party to this Agreement.

ARTICLE VI
FURTHER PERFORMANCE

     6.1 Each of the Parties, for itself and its heirs, beneficiaries, personal representatives, trustees, successors and assigns, agrees to take such further action, do such other things, and execute such other writings as shall be necessary and proper to carry out the terms and provisions of this Agreement.

     6.2 The Executive shall provide, to the extent within the possession of the Executive, or shall take action to cause the issuing insurance company or other appropriate party to provide, information as may be reasonably requested by the Company, the Trust or their designated agents with respect to the Policy which is necessary or desirable in order to permit the Company, the Trust or their designated agents to verify the Company’s on-going obligation with respect to this Agreement or to comply with any financial reporting, disclosure or other obligations under applicable law.

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ARTICLE VII
MISCELLANEOUS

     7.1 This Agreement shall be personal to the Executive and shall not be construed to grant or imply any right of any employee or other executive of the Company to enter into any similar arrangement.

     7.2 All notices required to be given shall be in writing and sent by regular, overnight, certified or registered mail to the last known address of the Party. Notice shall be deemed given within five business days after the notice is provided to the delivery service for service.

     7.3 This Agreement shall be subject to and construed in accordance with the laws of North Carolina; provided, that the conflicts of laws principles shall not apply to the extent that they would operate to apply the laws of another State or Commonwealth.

     IN WITNESS WHEREOF, the Parties have executed this Executive Life Insurance Agreement as of the day and year first written above.

EXECUTIVE	GOODRICH CORPORATION
	By:
	Its:
	JPMORGAN CHASE BANK, N.A. (formerly, Bank One Trust Company)
	By:
	Its:

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Exhibit A

LIFE INSURANCE POLICY

Insured Carrier Policy Number