Form of Indemnification Agreement

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


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
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