Form of Supplemental Executive Retirement Plan Agreement

EXHIBIT 10(V)


FORM OF SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT


Goodrich Corporation ("Goodrich") entered into a Supplemental Executive Retirement Plan Agreement identical to the form attached hereto with each of the following Goodrich executive officers on the dates and having the "Benefit Service Start Dates" indicated:


Date Name Benefit Service Start Date
---- ---- --------------------------
01/01/02 Marshall O. Larsen 12/01/95
01/01/02 Terrence G. Linnert 11/03/97
01/01/02 Ulrich Schmidt 10/01/00
01/01/02 Stephen R. Huggins 02/16/99
01/01/02 Jerry S. Lee 06/01/00
01/01/02 John J. Carmola 04/01/00
04/16/02 Cynthia M. Egnotovich 04/16/02
01/01/02 John J. Grisik 10/01/99


GOODRICH CORPORATION


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


INTRODUCTION


The purpose of this Plan is to provide additional pension benefits and supplemental retiree medical benefits to certain executive employees of Goodrich Corporation. This Plan, currently known as the Goodrich Corporation Supplemental Executive Retirement Plan, is hereby amended and restated as of January 1, 2002. This restatement of the Plan reflects all prior amendments to the Plan.


I. DEFINITIONS


1.1 "ALTERNATIVE PENSION BENEFITS" means the benefits provided pursuant to Article III of this Plan.


1.2 "BENEFIT SERVICE START DATE" means the date specified for an Eligible Employee pursuant to Section 2.1 of the Plan.


1.3 "CODE" means the Internal Revenue Code of 1986, as amended from time to time.


1.4 "COMPANY" means Goodrich Corporation.


1.5 "COVERED COMPENSATION" means Covered Compensation as defined in the Goodrich Retirement Plan.


1.6 "EARNINGS" means the definition of compensation contained in the Goodrich Retirement Plan with the following modifications:


(a) For purposes of this Plan, Earnings shall be increased by
the amount of salary reduction contributions made to the
Goodrich Corporation Savings Benefit Restoration Plan or the
Goodrich Pump and Engine Controls, Inc. Savings Benefit
Equalization Plan; and


(b) For purposes of this Plan, Earnings shall be determined
without regard to the limitation on compensation contained in
Code Section 401(a)(17).


1.7 "ELIGIBLE EMPLOYEE" means an individual (a) who is or was an employee of the Company, (b) who is or was a participant in the Goodrich Corporation Employees' Pension Plan or a predecessor plan, (c) who is or has been designated as a Eligible Employee by the Board of Directors of the Company.


1.8 "FINAL AVERAGE EARNINGS" means the definition of average compensation contained in the Goodrich Retirement Plan as modified by the definition of Earnings contained in this Plan.


1.9 "GOODRICH RETIREMENT PLAN" means the Goodrich Corporation Employees' Pension Plan.


1.10 "PLAN" means this Goodrich Corporation Supplemental Executive Retirement Plan, as in effect at any time."


1.11 "RETIREE MEDICAL PLAN" means the Goodrich Corporation Medical and Prescription Drug Plan for Salaried Retirees, as such plan may be amended from time to time.


1.12 "SUPPLEMENTAL RETIREE MEDICAL BENEFITS" means the benefits provided pursuant to Article V of this Plan.


1.13 "SUPPLEMENTAL PENSION BENEFITS" means the benefits provided pursuant to Article IV of this Plan.


1.14 "YEARS OF BENEFIT SERVICE" means an Eligible Employee's Years of Benefit Service, as determined under the Goodrich Retirement Plan. Notwithstanding the foregoing, if an Eligible Employee receives payments after termination of employment under the terms of the Goodrich Corporation Management Continuity Agreement, the period of service for which such payments are made shall be credited under this Plan as Years of Benefit Service if the Eligible Employee does not receive the equivalent of a pension benefit for such service under the Goodrich Corporation Management Continuity Agreement.


1.15 "YEARS OF SERP SERVICE" means an Eligible Employee's period of service from the Eligible Employee's Benefit Service Start Date to the date the Eligible Employee terminates employment with the Company or is no longer an Eligible Employee, using the methodology for calculating Years of Benefit Service under the Goodrich Retirement Plan. As provided in Sections 4.2 and 4.5 of the Plan, Years of SERP Service used to calculate Supplemental Pension Benefits shall be limited to a maximum of 15 years, and Years of SERP Service shall be reduced, if necessary, so that the sum of an Eligible Employee's Years of Benefit Service and Years of SERP Service do not exceed thirty-five years.


II. ELIGIBILITY AND BENEFITS


2.1 An Eligible Employee shall be notified by the Company of his or her eligibility to receive benefits under this Plan and shall be provided with a copy of the Plan which shall be signed by the Eligible Employee and ...