Supplemental Executive Retirement Plan Agreement

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
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THIS AGREEMENT dated as of the day of , , by and between The B.F.Goodrich Company, a New York corporation (the "Company"), and (the "Executive Employee");


WITNESSETH:


WHEREAS, the Employee will not receive the same level of benefits under The B.F.Goodrich Retirement Program for Salaried Employees (together with any successor Pension Plan, the "Goodrich Pension Plan") as will employees who commenced employment with the Company at an early age; and


WHEREAS, the Compensation Committee of the Board of Directors of the Company desires that the Executive Employee receive the benefits of a Supplemental Executive Retirement Plan Agreement authorized by the Board of Directors, which provides certain supplemental pension and retiree medical benefits;


NOW THEREFORE, in consideration of the services rendered and to be rendered by the Executive Employee and of the covenants contained herein, the parties agree as follows:


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1. Alternative, Supplemental and Health Benefits
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In the event that the employment of the Executive Employee is terminated for any reason, including termination by reason of death, disability, retirement or voluntary or involuntary termination, the Company agrees that, pursuant to the terms and conditions of this Agreement:


(a) The Company shall pay or cause to be paid an Alternative
Pension Benefit as provided in Section 2, et seq., hereof; and


(b) The Company shall pay or cause to be paid a Supplemental
Pension Benefit as provided in Section 3, et seq., hereof; and


(c) The Company shall pay or cause to be paid a Supplemental
Retiree Medical Benefit as provided in Section 4, et seq., hereof.


2. Alternative Pension Benefit
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The Company shall pay or cause to be paid a monthly pension benefit (the "Alternative Pension Benefit") which shall be calculated and paid as if it had been determined and paid according to the provisions of the Goodrich Pension Plan or any successor pension plan which is in effect at the time of such termination of employment without regard to any limitation contained in Sections 401(a)(17) or 415 of the Internal Revenue Code of 1986, as amended, or any similar subsequent


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provisions thereof, notwithstanding that the Executive Employee may not have sufficient service with the Company to qualify for a pension benefit pursuant to the Goodrich Pension Plan.


(a) For purposes of such calculation, the Executive Employee
shall be considered to have earned and to be eligible to receive a
vested pension benefit without regard to the years of service
requirement for vesting under the Goodrich Pension Plan.


(b) The Executive Employee's service for pension benefit
computation purposes shall be the Executive Employee's continuous
period of service (in completed years and months as calculated under
the Goodrich Pension Plan) with the Company from the date of such
employee's employment to the date of termination of such employment.


(c) In the event that the Executive Employee has less than
four years of continuous service at the termination of employment, the
Executive Employee's "Final Average Earnings" (as that term or similar
subsequent term is defined in the Goodrich Pension Plan) will be the
result obtained by dividing such employee's aggregate "Earnings" (as
that term or similar subsequent term is defined in the Goodrich Pension
Plan) paid to such employee during the period of the Executive
Employee's employment by the Company by the number of full months in
such period of employment and multiplying such intermediate ...