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Death Benefits Agreement Driscoll

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THIS DEATH BENEFITS AGREEMENT (the "Agreement") is made and entered into as of December 12, 2002, by and between ENPRO INDUSTRIES, INC., a North Carolina corporation (the "Company"), and Richard C. Driscoll ("Executive").

Statement of Purpose

Executive is a key employee of the Company, has contributed materially to the successful operation of the Company's business and has rendered valuable services to the Company. It is contemplated that Executive will continue to render such valuable services to the Company. As part of Executive's total compensation package with the Company, the parties desire to enter into this Agreement in order to provide Executive's designated beneficiary with certain death benefits in the event of Executive's death while in service with the Company.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereto mutually agree as follows:

1. Death Benefits. In the event that Executive dies prior to the date of Executive's termination of employment with the Company, the Company shall pay to Executive's beneficiary a lump sum cash payment equal to One Million Four Hundred Thousand Dollars ($1,400,000). This lump sum amount, less any applicable payroll or withholding taxes, shall be paid to the beneficiary within sixty (60) days following the date of death.

2. Beneficiary. Executive may designate a beneficiary for purposes of receiving benefits under this Agreement in accordance with such procedures as the Company may establish from time to time. In the event Executive fails to designate a beneficiary, or if Executive's designated beneficiary fails to survive Executive, then the beneficiary for purposes of this Agreement shall be (i) Executive's spouse or (ii) if there is no surviving spouse, Executive's estate.

3. Replacement of Death Benefits Under SERP and Restoration Plan. The death benefits provided under this Agreement shall be in lieu of any death benefits otherwise payable by reason of Executive's participation in the EnPro Industries, Inc. Supplemental Executive Retirement Plan (the "SERP") or the EnPro Industries, Inc. Defined Benefit Restoration Plan (the "Restoration Plan"). Accordingly, subject to the payment of the death benefits hereunder, Executive, on behalf of himself and his beneficiaries, heirs, personal representatives and any other persons or entities claiming by or through Executive, hereby waives any claim to any death benefits under the SERP or the Restoration Plan.

4. Claims Procedures.

(a) General. In the event that Executive's beneficiary has a Claim under this Agreement, such Claim shall be made by the beneficiary's filing a notice thereof with the Company's Benefits Committee (the "Committee") within ninety (90) days after the beneficiary first has knowledge of such Claim. Once the beneficiary has submitted a Claim to the Committee, the beneficiary shall be afforded a reasonable opportunity to state the beneficiary's position and to present evidence and other material relevant to the Claim to the Committee for its consideration in rendering its decision with respect thereto. The Committee shall render its decision in writing within ninety (90) days after the Claim is referred to it, unless special circumstances require an extension of such time within which to render such decision, in which event such decision shall be rendered no later than one hundred eighty (180) days after the Claim is r
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