Management Continuity Agreement – Change in Control – EnPro Industries Inc.

MANAGEMENT CONTINUITY AGREEMENT

THIS AGREEMENT dated as of this 15^th day of
December 2011 between Marvin A. Riley (the “Executive”) and EnPro Industries,
Inc., a North Carolina corporation (the “Company”).

WHEREAS, the Company considers it essential to the best
interests of its shareholders to foster the continuous employment of key
management personnel in the event there is, or is threatened, a change in
control of the Company; and

WHEREAS, the Company recognizes that the uncertainty and
questions which may arise among key management in connection with the
possibility of a change in control may result in the departure or distraction of
key management personnel to the detriment of the Company and its shareholders;
and

WHEREAS, the Company desires to provide certain protection
to Executive in the event of a change in control of the Company as set forth in
this Agreement in order to induce Executive to remain in the employ of the
Company notwithstanding any risks and uncertainties created by the possibility
of a change in control of the Company;

WITNESSETH:

NOW, THEREFORE, in consideration of the foregoing and the
mutual promises herein contained, the parties agree as follows:

1. Term. The “Term” of this Agreement shall mean the
period commencing on the date hereof and ending twenty-four (24) months after
such date; provided, however, that commencing on the date one year after the
date hereof, and on each annual anniversary of such date (such date and each
annual anniversary thereof shall be hereinafter referred to as the “Renewal
Date”), the Term shall be automatically extended so as to terminate twenty-four
(24) months from such Renewal Date, unless at least sixty (60) days prior to the
Renewal Date the Company shall give notice to the Executive that the Term shall
not be so extended.

2. Period of Employment. Executive153s “Period of
Employment” shall commence on the date on which a Change in Control occurs
during the Term and shall end on the date that is twenty-four (24) months after
the date on which such Change in Control occurs (subject to the provisions of
Section 20 below pursuant to which the Period of Employment may be deemed to
have commenced prior to the date of a Change in Control in certain
circumstances).

3. Certain Definitions. For purposes of this
Agreement:

“Board” shall mean the Board of Directors of the Company.

“Cause” shall mean Executive153s termination of employment with the Company due
to (A) the willful and continued failure by Executive to substantially perform
Executive153s duties with the Company, which failure causes material and
demonstrable injury to the Company (other than any such failure resulting from
Executive153s incapacity due to physical or mental illness), after a demand for
substantial performance is delivered

to Executive by the Board which specifically identifies the manner in which
the Board believes that Executive has not substantially performed Executive153s
duties, and after Executive has been given a period (hereinafter known as the
“Cure Period”) of at least thirty (30) days to correct Executive153s performance,
or (B) the willful engaging by Executive in other gross misconduct materially
and demonstrably injurious to the Company. For purposes hereof, no act, or
failure to act, on Executive153s part shall be considered “willful” unless
conclusively demonstrated to have been done, or omitted to be done, by Executive
not in good faith and without reasonable belief that Executive153s action or
omission was in the best interests of the Company. Notwithstanding the
foregoing, Executive shall not be deemed to have been terminated for Cause
unless and until there shall have been delivered to Executive a Notice of
Termination which shall include a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire membership of the
Board at a meeting of the Board called and held for the purpose (after
reasonable notice to Executive and an opportunity for Executive, together with
Executive153s counsel, to be heard before the Board), finding that in the good
faith opinion of the Board Executive was guilty of conduct set forth above in
clause (A) (including the expiration of the Cure Period without the correction
of Executive153s performance) or clause (B) above and specifying the particulars
thereof in detail.

“Change in Control” shall mean:

(i) The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)), of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (A) the then
outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that
the following acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company (other than by exercise of a conversion
privilege), (B) any acquisition by the Company or any of its subsidiaries, (C)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (D) any acquisition by
any company with respect to which, following such acquisition, more than 70% of,
respectively, the then outstanding shares of common stock of such company and
the combined voting power of the then outstanding voting securities of such
company entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such acquisition in substantially the same proportions as
their ownership, solely in their capacity as shareholders of the Company,
immediately prior to such acquisition, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be; or (ii)
individuals who, as of the Distribution Date (as such term is defined in the
Distribution Agreement among Goodrich Corporation, EnPro Industries, Inc. and
Coltec Industries Inc.), constitute the Board (the “Incumbent Board”) cease for
any reason to constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the Distribution Date
whose election, or nomination for election by the Company153s shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such

individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest; or (iii) consummation
of a reorganization, merger or consolidation, in each case, with respect to
which all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such reorganization,
merger or consolidation, do not, following such reorganization, merger or
consolidation, beneficially own, directly or indirectly, solely in their
capacity as shareholders of the Company, more than 70% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the company resulting from such
reorganization, merger or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger or
consolidation of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be; or (iv) consummation of (A) a complete
liquidation or dissolution of the Company or (B) a sale or other disposition of
all or substantially all of the assets of the Company, other than to a company,
with respect to which following such sale or other disposition, more than 70%
of, respectively, the then outstanding shares of common stock of such company
and the combined voting power of the then outstanding voting securities of such
company entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or substantially all of the
individuals and entities, solely in their capacity as shareholders of the
Company, who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such sale or other disposition in substantially the same proportion as their
ownership, immediately prior to such sale or other disposition, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be.

“Date of Termination” is as defined in Section 8 below.

“Good Reason” shall mean:

(i) without Executive153s express written consent, (A) the assignment to
Executive of any new duties or responsibilities substantially inconsistent in
character with Executive153s duties and responsibilities within the Company
immediately prior to a Change in Control, (B) any substantial adverse change in
Executive153s duties and responsibilities as in effect immediately prior to a
Change in Control, including, but not limited to, a reduction in duties or
responsibilities which occurs because the Company is no longer an independent
publicly-held entity, (C) any removal of Executive from or any failure to
re-elect Executive to any director position of the Company, (D) a change in the
annual or long term incentive plan in which Executive currently participates
such that Executive153s opportunity to earn incentive compensation is impaired,
(E) a material reduction in the aggregate value of Company perquisites made
available to Executive, (F) an elimination or material impairment of Executive153s
ability to participate in retirement plans comparable to those in which
Executive currently participates, (G) any substantial increase in Executive153s
obligation to travel on the Company153s business over Executive153s present business
travel obligations, or (H) an elimination or material impairment of Executive153s
ability to receive stock options with values comparable to those Executive was
granted within the one year period preceding the commencement of the Period of
Employment; (ii) the failure of the Company to comply with any other of its
obligations

under Section 4 herein; (iii) the relocation of the offices of the Company at
which Executive was employed immediately prior to the Change in Control to a
location which is more than fifty (50) miles from such prior location, or the
failure of the Company to (A) pay or reimburse Executive, in accordance with the
Company153s relocation policy for its employees in existence immediately prior to
a Change in Control, for all reasonable costs and expenses; plus “gross ups”
referred to in such policy incurred by Executive relating to a change of
Executive153s principal residence in connection with any relocation of the
Company153s offices to which Executive consents, and (B) indemnify Executive
against any loss (defined as the difference between the actual sale price of
such residence and the higher of (1) Executive153s aggregate investment in such
residence or (2) the fair market value of such residence as determined by the
relocation management organization used by the Company immediately prior to the
Change in Control (or other real estate appraiser designated by Executive and
reasonably satisfactory to the Company)) realized in the sale of Executive153s
principal residence in connection with any such change of residence; (iv) the
failure of the Company to obtain the assumption of and the agreement to perform
this Agreement by any successor as contemplated in Section 11 hereof; or (v) any
purported termination of Executive153s employment during the Period of Employment
which is not effected pursuant to a Notice of Termination satisfying the
requirements of Section 7 hereof.

“Incapacity Discharge” means Executive153s termination of employment with the
Company if, as a result of Executive153s incapacity due to physical or mental
illness, Executive shall have been absent from Executive153s duties with the
Company on a full-time basis for one-hundred twenty (120) consecutive business
days, and within thirty (30) days after a written Notice of Termination is
given, Executive shall not have returned to the full-time performance of
Executive153s duties.

“Mandatory Retirement Date” shall mean the compulsory retirement date, if
any, established by the Company for those executives of the Company who, by
reason of their positions and the size of their nonforfeitable annual retirement
benefits under the Company153s pension, profit-sharing, and deferred compensation
plans, are exempt from, the provisions of the Age Discrimination in Employment
Act, 29 U.S.C. Sections 621, et seq., which date shall not in any event be
earlier for any executive than the last day of the month in which such Executive
reaches age 65.

“Notice of Termination” is as defined in Section 7 below.

“Payment Period” shall mean twenty-four (24) months, provided that the
Payment Period shall not exceed the number of whole calendar months between the
Executive153s Date of Termination and Mandatory Retirement Date (if applicable).

4. Compensation During Period of Employment. For so
long during Executive153s Period of Employment as Executive is an employee of the
Company, the Company shall be obligated to compensate Executive as follows:

(a) Executive shall continue to receive Executive153s full base salary at the
rate in effect immediately prior to the Change in Control. Executive153s base
salary shall be increased annually, with each such increase due on the
anniversary date of Executive153s most recent previous increase. Each such
increase shall be no less than an amount which

at least equals on a percentage basis the mean of the annualized percentage
increases in base salary for all elected officers of the Company during the two
full calendar years immediately preceding the Change in Control.

(b) Executive shall continue to participate in all benefit and compensation
plans (including but not limited to the Equity Compensation Plan, Long-Term
Incentive Program, Performance Share Deferred Compensation Plan, Annual
Performance Plan, Executive Life Insurance Program, Deferred Compensation Plan,
401(K) plan, savings plan, flexible benefits plan, life insurance plan, health
and accident plan or disability plan) in which Executive was participating
immediately prior to the Change in Control, or in plans providing substantially
similar benefits, in either case upon terms and conditions and at levels at
least as favorable as those provided to Executive under the plans in which
Executive was participating immediately prior to the Change in Control;

(c) Executive shall continue to receive all fringe benefits, perquisites, and
similar arrangements which Executive was entitled to receive immediately prior
to the Change in Control; and

(d) Executive shall continue to receive annually the number of paid vacation
days and holidays Executive was entitled to receive immediately prior to the
Change in Control.

5. Compensation Upon Termination of Employment. The
following provisions set forth the benefits that may become payable to Executive
upon termination of employment with the Company during the Period of Employment
in accordance with, and subject to, the provisions of Section 6 below:

(a) By not later than the fifth business day following the Date of
Termination, the Company shall pay Executive in a lump sum an amount equal to
the sum of the following:

(i) any base salary that is earned but unpaid as of the Date of Termination;

(ii) a pro rata portion of the “target incentive amount” under the Annual
Performance Plan for the calendar year in which the Date of Termination occurs
(based on the number of calendar days in such calendar year completed through
the Date of Termination); and

(iii) a pro rata portion of the “calculated market value” of the phantom
Performance Shares, if any, awarded to Executive under the Company153s Long-Term
Incentive Program (the “LTIP”) for each Plan Cycle under the LTIP that has not
been completed as of the Date of Termination, determined as follows:

(A) The performance for each such Plan Cycle under the applicable LTIP award
agreement shall be determined based on (x) for any completed calendar year of
the Plan Cycle as of the Date of Termination, actual performance for the
calendar year, (y) for the calendar year in which the Date of Termination occurs
if at least one calendar quarter has been completed during such calendar year,
the greater of target

performance for the calendar year or actual performance for the completed
calendar quarter(s) for the calendar year annualized for the year, and (z) for
any other calendar years of the Plan Cycle, target performance for the calendar
year.

(B) The number of phantom Performance Shares for each such Plan Cycle shall
be adjusted in accordance with the formula set forth in the applicable LTIP
award agreement based on the performance for the Plan Cycle determined under
paragraph (A) above.

(C) The pro rata portion of the “calculated market value” of the number of
phantom Performance Shares adjusted in accordance with paragraph (B) above shall
be based on the number of calendar days in the Plan Cycle completed through the
Date of Termination.

Section 5(c) below sets for the method for determining the “target incentive
amount” under the Annual Performance Plan and the “calculated market value” of
phantom Performance Shares under the LTIP. Any amounts payable under Sections
5(a)(ii) or (iii) above shall be offset dollar-for-dollar by any pro rata
payments otherwise provided for under the Annual Performance Plan or the LTIP.

(b) In lieu of any salary payments that Executive would have received if he
had continued in the employment of the Company during the Payment Period, the
Company shall pay to Executive in a lump sum, by not later than the fifth
business day following the Date of Termination, an amount equal to one-twelfth
of Executive153s annualized base salary in effect immediately prior to the Date of
Termination, multiplied by the number of months in the Payment Period.

(c) By not later than the fifth day following the Date of Termination, the
Company shall pay Executive in a lump sum an amount equal to the sum of:

(i) under the Annual Performance Plan (and in lieu of any further awards
under the Annual Performance Plan that Executive would have received if he had
continued in the employment of the Company during the Payment Period), the
number of months in the Payment Period multiplied by the greatest of one-twelfth
of: (A) the amount most recently paid to Executive for a full calendar year; (B)
Executive153s “target incentive amount” for the calendar year in which his Date of
Termination occurs; or (C) Executive153s “target incentive amount” in effect prior
to the Change in Control for the calendar year in which the Change in Control
occurs; plus, if applicable,

(ii) under the LTIP (and in lieu of any further grants under the LTIP that
Executive would have received if he had continued in the employment of the
Company during the Payment Period), sixteen (16) multiplied by the greatest of:
(A) with respect to the most recently completed Plan Cycle as of the Date of
Termination, one-twelfth of the “calculated market value” of the Performance
Shares actually awarded Executive (including the value of any Performance Shares
Executive may have elected to defer under the Performance Share Deferred
Compensation Program); (B) with respect to the most recently

commenced Plan Cycle under the LTIP (if Executive is a participant in such
Plan Cycle) prior to Executive153s Date of Termination, one-twelfth of the
“calculated market value” of the phantom Performance Shares, if any, awarded to
Executive; or (C) with respect to the most recently commenced Plan Cycle prior
to the date of the occurrence of the Change in Control, one-twelfth of the
“calculated market value” of the phantom Performance Shares, if any, awarded to
Executive.

For purposes of this Section 5, Executive153s “target incentive amount” under
the Annual Performance Plan for a given calendar year (i.e., the calendar year
in which the Date of Termination occurs or the Change in Control occurs, as
applicable) is determined by multiplying (i) Executive153s annualized total gross
base salary for the calendar year by (ii) the incentive target percentage which
is applicable to Executive153s incentive category under the Annual Performance
Plan for the calendar year. For purposes of this Section 5, the “calculated
market value” of each Performance Share actually awarded upon completion of a
Plan Cycle, Performance Share deferred under the Performance Share Deferred
Compensation Program or phantom Performance Share granted under the LTIP shall
be the mean of the high and low prices of the Company153s common stock on the
relevant date as reported on the New York Stock Exchange Composite Transactions
listing (or similar report), or, if no sale was made on such date, then on the
next preceding day on which a sale was made multiplied by the number of shares
involved in the calculation. The relevant date for Section 5(a)(iii) and clauses
5(c)(ii)(B) and 5(c)(ii)(C) is the date upon which the Compensation Committee
(“Committee”) of the Board of Directors awarded the phantom Performance Shares
in question; for clause 5(c)(ii)(A) the relevant date is the date on which the
Committee made a determination of attainment of financial objectives and awarded
Performance Shares (including any Performance Shares Executive may have elected
to defer under the Performance Share Deferred Compensation Program).

Any payments received pursuant to Sections 5(c)(i) or (ii) above shall be in
addition to, and not in lieu of, any payments required to be made to Executive
as the result of the happening of an event that would constitute a change in
control pursuant to the provisions of the Annual Performance Plan or LTIP, as
applicable.

(d) By not later than the fifth day following the Date of Termination, the
Company shall pay Executive in a lump sum an amount equal to the sum of:

(i) If Executive is under age 55, or over the age of 55 but not eligible to
retire, at the Date of Termination the present value of all health and welfare
benefits the Executive would have been entitled to had the Executive continued
as an employee of the Company during the Payment Period and been entitled to or
participated in the same health and welfare benefits during the Payment Period
as immediately prior to the Date of Termination plus an amount in cash equal to
the amount necessary to cause the amount of the aggregate after-tax lump sum
payment the Executive receives pursuant to this provision to be equal to the
aggregate after-tax value of the benefits which Executive would have received if
Executive continued to receive such benefits as an employee; or

(ii) If Executive is age 55 or over and eligible to retire on the Date of
Termination, the present value of the health and welfare benefits to which
Executive would have been entitled under the Company153s general retirement
policies if Executive retired on the Date of Termination with the Company paying
that percentage of the premium cost of the plans which it would have paid under
the terms of the plans in effect immediately prior to the Change of Control with
respect to individuals who retire at age 65, regardless of Executive153s actual
age on the Termination Date, provided such lump sum value would be at least
equal to the lump sum value of the benefits which would have been payable if
Executive had been eligible to retire and had retired immediately prior to the
Change in Control.

(e) By not later than the fifth day following the Date of Termination, the
Company shall pay Executive in a lump sum an amount equal to the sum of the
present value of the fringe benefit programs, perquisites (if any), and similar
arrangements the Executive would have been entitled to receive had the Executive
continued in employment with the Company for the Payment Period and been
entitled to or participated in the same such benefits during the Payment Period
as immediately prior to the Date of Termination. In addition and notwithstanding
any provision of the Company153s 2002 Equity Compensation Plan (or any comparable
equity award plan of the Company) or any applicable award agreement thereunder
to the contrary, Executive may exercise any of Executive153s stock options that
are vested as of Executive153s Date of Termination at any time during the Payment
Period (but not exceeding the original expiration date of the options).

(f) The Company shall, in addition to the benefits to which Executive is
entitled under the retirement plans or programs sponsored by the Company or its
affiliates in which Executive participates (including without limitation any
Supplemental Executive Retirement Plan in which Executive participates, if
applicable), pay Executive in a lump sum in cash by no later than the fifth day
following the Date of Termination an amount equal to the actuarial equivalent of
the retirement pension to which Executive would have been entitled under the
terms of such retirement plans or programs had Executive accumulated additional
years of continuous service under such plans equal in length to Executive153s
Payment Period. The length of the Payment Period will be added to total years of
continuous service for determining vesting, the amount of benefit accrual, to
the age which Executive will be considered to be for the purposes of determining
eligibility for normal or early retirement calculations and the age used for
determining the amount of any actuarial reduction. For the purposes of
calculating the additional benefit accrual under this paragraph, the amount of
compensation Executive will be deemed to have received during each month of
Executive153s Payment Period shall be equal to the sum of Executive153s annual base
salary prorated on a monthly basis as provided for under Section 4(a)
immediately prior to the Date of Termination (including salary increases), plus
under the Company153s Annual Performance Plan the greatest of one-twelfth of:

(i) the amount most recently paid to Executive for a full calendar year,

(ii) Executive153s “target incentive amount” for the calendar year in which
Executive153s Date of Termination occurs, or

(iii) Executive153s “target incentive amount” in effect prior to the Change in
Control for the calendar year in which the Change in Control occurs. Attached as
Exhibit 1 is an illustration, not intending to be exhaustive, of examples of how
inclusion of the Payment Period may affect the calculation of Executive153s
retirement benefit.

(g) In no event shall any amount payable to Executive described in this
Section 5 be considered compensation or earnings under any pension, savings or
other retirement plan of the Company.

6. Termination.

(a) Termination Without Compensation. If Executive153s
employment is terminated for any of the following reasons, Executive shall not
be entitled by virtue of this Agreement to any of the benefits provided in the
foregoing Section 5:

(i) If, prior to the commencement of the Period of Employment, Executive153s
employment with the Company is terminated at any time for any reason, including
without limitation due to (A) Executive153s death, (B) an Incapacity Discharge,
(C) a termination initiated by the Company with or without Cause or (D)
resignation, retirement or other termination initiated by Executive with or
without Good Reason, subject, however, to the provisions of Section 20 below.

(ii) If Executive153s employment with the Company is terminated during the
Period of Employment with Cause.

(iii) If Executive resigns, retires or otherwise voluntarily terminates
employment with the Company during the Period of Employment without Good Reason.

(b) Termination with Compensation. If Executive153s employment
is terminated for any of the following reasons, Executive shall be entitled by
virtue of this Agreement to the benefits provided in the foregoing Section 5 as
follows:

(i) If, during the Period of Employment, the Company discharges Executive
other than for Cause, Executive shall receive all of the benefits and payments
provided in Section 5.

(ii) Executive may terminate his employment with the Company at any time
during the Period of Employment for Good Reason (“Good Reason Termination”) and
shall receive all of the benefits and payments provided in Section 5.

(iii) If, during the Period of Employment, Executive either (A) retires from
employment with the Company or (B) if the Company discharges Executive due to an
Incapacity Discharge, in either case while Executive has cause to terminate his
employment as a Good Reason Termination (whether or not Executive has provided
Notice of Termination to the Company pursuant to Section 7), Executive shall
receive all of the benefits and payments provided in Section 5.

(iv) If Executive dies while employed by the Company during the Period of
Employment while having cause to terminate his employment as a Good Reason
Termination (whether or not Executive has provided Notice of Termination to the
Company pursuant to Section 7), Executive153s beneficiary or beneficiaries named
on Exhibit 2 to this Agreement (or Executive153s estate if he has not named a
beneficiary) shall be entitled to receive those payments provided under Sections
5(a), 5(b) and 5(c) of this Agreement in addition to any benefits that such
beneficiaries would be entitled under any other plan, program or policy of the
Company as a result of Executive153s employment with the Company.

(v) Executive may become eligible for the benefits and payments under Section
5 for termination of employment prior to a Change in Control in accordance with,
and subject to, the provisions of Section 20 below.

7. Notice of Termination. Any termination of
Executive153s employment by the Company or any termination by Executive as a Good
Reason Termination shall be communicated by written notice to the other party
hereto. For purposes of this Agreement, such notice shall be referred to as a
“Notice of Termination.” Such notice shall, to the extent applicable, set forth
the specific reason for termination, and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of
Executive153s employment under the provision so indicated.

8. Date of Termination. “Date of Termination” shall
mean:

(a) If Executive terminates Executive153s employment as a Good Reason
Termination, the date specified in the Notice of Termination, but in no event
more than sixty (60) days after Notice of Termination is given.

(b) If Executive153s employment is terminated with Cause, the date on which a
Notice of Termination is given, except that the Date of Termination shall not be
any date prior to the date on which the Cure Period expires without the
correction of Executive153s performance (if applicable).

(c) If Executive153s employment pursuant to this Agreement is terminated
following absence due to physical incapacity as an Incapacity Discharge, then
the Date of Termination shall be thirty (30) days after Notice of Termination is
given (provided that Executive shall not have returned to the performance of
Executive153s duties on a full-time basis during such thirty (30) day period).

(d) A termination of employment by either the Company or by Executive shall
not affect any rights Executive or Executive153s surviving spouse or beneficiaries
may have pursuant to any other agreement or plan of the Company providing
benefits to Executive, except as provided in such agreement or plan.

9. Adjustments to Payments.

(a) Anything in this Agreement to the contrary notwithstanding, in the event
it shall be determined that any payment or distribution by the Company to
Executive or for Executive153s benefit (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (the
“Payments”) would be subject to the excise tax imposed by Section 4999 (or any
successor provisions) of the Internal Revenue Code of 1986, as amended (the
“Code”), or any interest or penalty is incurred by Executive with respect to
such excise tax (such excise tax, together with any such interest and penalties,
is hereinafter collectively referred to as the “Excise Tax”), then the Payments
shall be reduced (but not below zero) if and to the extent that such reduction
would result in Executive retaining a larger amount, on an after-tax basis
(taking into account federal, state and local income taxes and the imposition of
the Excise Tax), than if Executive received all of the Payments. The Company
shall reduce or eliminate the Payments, by first reducing or eliminating the
portion of the Payments which are not payable in cash and then by reducing or
eliminating cash payments, in each case in reverse order beginning with payments
or benefits which are to be paid the farthest in time from the determination.

(b) All determinations required to be made under this Section 9, including
whether and when an adjustment to any Payments is required and, if applicable,
which Payments are to be so adjusted, shall be made by PricewaterhouseCoopers
LLC (or their successors) (the “Accounting Firm”) which shall provide detailed
supporting calculations both to the Company and to Executive within fifteen (15)
business days of the receipt of notice from Executive that there has been a
Payment, or such earlier time as is requested by the Company. In the event that
the Accounting Firm is serving as accountant or auditor for the individual,
entity or group effecting the Change in Control, Executive shall appoint another
nationally recognized accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting
Firm hereunder). All fees and expenses of the Accounting Firm shall be borne
solely by the Company. If the Accounting Firm determines that no Excise Tax is
payable by Executive, it shall furnish Executive with a written opinion that
failure to report the Excise Tax on Executive153s applicable federal income tax
return would not result in the imposition of a negligence or similar penalty.
Any determination by the Accounting Firm shall be binding upon the Company and
Executive.

10. No Obligation to Mitigate Damages, No Effect on Other
Contractual Rights. Executive shall not be required to refund the
amount of any payment or employee benefit provided for or otherwise mitigate
damages under this Agreement by seeking or accepting other employment or
otherwise, nor shall the amount of any payment required to be made under this
Agreement be reduced by any compensation earned by Executive as the result of
any employment by another employer after the date of termination of Executive153s
employment with the Company, or otherwise. Upon receipt of written notice from
Executive that Executive has been reemployed by another company or entity on a
full-time basis, benefits, fringe benefits and perquisites otherwise receivable
by Executive pursuant to Sections 5(d) or 5(e) related to life, health,
disability and accident insurance plans and programs and other similar benefits,
company cars, financial planning, country club memberships, and the like (but
not incentive compensation, LTIP, pension plans or other similar plans and
programs) shall be reduced to the extent comparable benefits are made available
to Executive at his new employment and any such benefits actually received by
Executive shall be reported to the Company by Executive.

The provisions of the Agreement, and any payment or benefit provided for
hereunder shall not reduce any amount otherwise payable, or in any way diminish
Executive153s existing rights, or rights which would occur solely as a result of
the passage of time, under any other agreement, contract, plan or arrangement
with the Company.

11. Successors and Binding Agreement.

(a) The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Company, by agreement in form and substance
satisfactory to Executive, to assume and agree to perform this Agreement.

(b) This Agreement shall be binding upon the Company and any successor of or
to the Company, including, without limitation, any person acquiring directly or
indirectly all or substantially all of the assets of the Company whether by
merger, consolidation, sale or otherwise (and such successor shall thereafter be
deemed the “Company” for the purposes of this Agreement), but shall not
otherwise be assignable by the Company.

(c) This Agreement shall inure to the benefit of and be enforceable by
Executive and Executive153s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive should die while any amounts would still be payable to Executive
pursuant to Sections 5 and 6 hereunder if Executive had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to Executive153s devisee, legatee, or other designee
or, if there be no such designee, to Executive153s estate.

12. Notices. For the purposes of this Agreement,
notices and all other communications provided for in the Agreement shall be in
writing and shall be deemed to have been duly given when delivered or mailed by
United States registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this
Agreement, provided that all notices to the Company shall be directed to the
attention of the Chief Executive Officer of the Company with a copy to the
Secretary of the Company, or to such other address as either party may have
furnished to the other in writing, except that notices of change of address
shall be effective only upon receipt.

13. Governing Law. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of North Carolina, without giving effect to the principles of conflict
of laws of such State.

14. Miscellaneous. No provisions of this Agreement
may be modified, waived or discharged, and this Agreement may not be terminated
before the end of the Term, unless such waiver, modification, discharge or
termination is agreed to in a writing signed by Executive and the Company. No
waiver by either party hereto at any time of any breach by the other party
hereto or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same

or at any prior or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof, have
been made by either party which is not set forth expressly in this Agreement.

15. Validity. The invalidity or unenforceability of
any provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and
effect.

16. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original, but
all of which together will constitute one and the same agreement.

17. Withholding of Taxes. The Company may withhold
from any amounts payable under this Agreement all federal, state, city or other
taxes as shall be required pursuant to any law or government regulation or
ruling.

18. Nonassignability. This Agreement is personal in
nature and neither of the parties hereto shall, without the consent of the
other, assign or transfer this Agreement or any rights or obligations hereunder,
except as provided in Section 11 above. Without limiting the foregoing,
Executive153s right to receive payments hereunder shall not be assignable or
transferable, whether by pledge, creation of a security interest or otherwise,
other than by a transfer by Executive153s will or by the laws of descent and
distribution and in the event of any attempted assignment or transfer contrary
to this Section 18 the Company shall have no liability to pay any amounts so
attempted to be assigned or transferred.

19. Legal Fees and Expenses. If a Change in Control
shall have occurred, thereafter the Company shall pay and be solely responsible
for any and all attorneys153 and related fees and expenses incurred by Executive
to successfully (in whole or in part and whether by modification of the
Company153s position, agreement, compromise, settlement, or administrative or
judicial determination) enforce this Agreement or any provision hereof or as a
result of the Company or any Shareholder of the Company contesting the validity
or enforceability of this Agreement or any provision hereof. To secure the
foregoing obligation, the Company shall, within 90 days after being requested by
Executive to do so, enter into a contract with an insurance company, open a
letter of credit or establish an escrow in a form satisfactory to Executive.
Notwithstanding the provisions of this Section 19 to the contrary, in no event
shall any payments made to Executive under this Section 19 be made for expenses
incurred by Executive following the end of the second calendar year following
the calendar year in which Executive153s Date of Termination occurs, provided that
the period during which reimbursement for such expenses may be made may extend
to the end of the third calendar year in which Executive153s Date of Termination
occurs.

20. Employment Rights. Nothing expressed or implied
in this Agreement shall create any right or duty on Executive153s part or on the
part of the Company to have Executive remain in the employment of the Company
prior to the commencement of the Period of Employment; provided, however, that
any termination or purported termination of Executive153s employment by the
Company without Cause, or termination of Executive153s employment by Executive
under circumstances that would constitute Good Reason had a Change in Control
occurred, in either case following the commencement of any discussion with a
third party, or the announcement by a third party of the commencement of, or the
intention to commence a tender

offer, or other intention to acquire all or a portion of the equity
securities of the Company that ultimately results in a Change in Control shall
be deemed to be a termination of Executive153s employment after a Change in
Control for purposes of (i) this Agreement and both the Period of Employment and
the Payment Period shall be deemed to have begun on the day prior to such
termination and (ii) the Company153s Equity Compensation Plan as if the Change in
Control had occurred on the day prior to such termination (resulting in the full
vesting and extended exercisability of the Executive153s outstanding stock options
under, and in accordance with, the provisions of the Equity Compensation Plan).

21. Right of Setoff. There shall be no right of
setoff or counterclaim against, or delay in, any payment by the Company to
Executive or Executive153s designated beneficiary or beneficiaries provided for in
this Agreement in respect of any claim against Executive or any debt or
obligation owed by Executive, whether arising hereunder or otherwise.

22. Rights to Other Benefits. The existence of the
Agreement and Executive153s rights hereunder shall be in addition to, and not in
lieu of, Executive153s rights under any other of the Company153s compensation and
benefit plans and programs, and under any other contract or agreement between
Executive and the Company.

23. Prior Agreements. This Agreement supersedes and
replaces any and all prior agreements and understandings between the Company and
the Executive with respect to the subject matter hereof. Any such prior
agreements and understandings are no longer in force or effect.

24. Compliance with Section 409A of the Internal Revenue Code.
Any payments under this Agreement that are deemed to be deferred
compensation subject to the requirements of Section 409A (“Section 409A”) of the
Internal Revenue Code of 1986, as amended, are intended to comply with the
requirements of Section 409A. To this end and notwithstanding any other
provision of this Agreement to the contrary, if at the time of Executive153s
termination of employment with the Company, (i) the Company153s securities are
publicly traded on an established securities market; (ii) Executive is a
“specified employee” (as defined in Section 409A); and (iii) the deferral of the
commencement of any payments or benefits otherwise payable pursuant to this
Agreement as a result of such termination of employment is necessary in order to
prevent any accelerated or additional tax under Section 409A, then the Company
will defer the commencement of such payments (without any reduction in amount
ultimately paid or provided to Executive) that are not paid within the
short-term deferral rule under Section 409A (and any regulations thereunder) or
within the “involuntary separation” exemption of Treasury Regulation §
1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6)
months following Executive153s termination of employment with the Company (or the
earliest date as is permitted under Section 409A). Any amounts the payment of
which are so deferred shall be paid in a lump sum payment within ten (10) days
after the end of such deferral period. If Executive dies during the deferral
period prior to the payment of any deferred amount, then the unpaid deferred
amount shall be paid to the personal representative of Executive153s estate within
sixty (60) days after the date of Executive153s death. For purposes of Section
409A, the right to a series of installment payments under this Agreement shall
be treated as a right to a series of separate payments.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date.


ENPRO INDUSTRIES, INC.

By:	/s/ Stephen E. Macadam
	Name:	Stephen E. Macadam
	Title:	President and Chief Executive Officer

	/s/ Marvin A. Riley
	Marvin A. Riley

EXHIBIT 1

A. If as of Executive153s Date of Termination Executive153s years of continuous
service under the applicable retirement plans for purposes of determining
eligibility for normal or early retirement plus the length of Executive153s
Payment Period is at least 5, then

1. If as of Executive153s Date of Termination Executive153s age plus the length
of Executive153s Payment Period is at least 65, Executive153s retirement benefit
under Section 5(f) will be calculated as a “normal retirement” benefit to which
Executive would have been entitled under the terms of the retirement plan in
which Executive participates had Executive accumulated benefit service under the
retirement plan that included the Payment Period; and

2. If as of Executive153s Date of Termination Executive153s age plus the length
of Executive153s Payment Period is at least 55 but less than 65, Executive153s
retirement benefit under Section 5(f) will be calculated as an “early
retirement” benefit to which Executive would have been entitled under the terms
of the retirement plan in which Executive participates had Executive accumulated
benefit service under the retirement plan that included the Payment Period. The
actuarial reduction used shall be the actuarial reduction factor for early
retirement, calculated to Executive153s actual age plus the length of Executive153s
Payment Period, at Executive153s Date of Termination.

B. If as of Executive153s Date of Termination the sum of Executive153s years of
continuous service under the applicable retirement plans for purposes of
determining eligibility for normal or early retirement plus the length of
Executive153s Payment Period is less than 5, or Executive153s age plus the length of
Executive153s Payment Period is less than 55, Executive153s retirement benefit under
Section 5(f) will be calculated as a “deferred vested pension” to which
Executive would have been entitled under the terms of the retirement plans in
which Executive participates had Executive accumulated benefit service under the
retirement plan that included the Payment Period. The actuarial reduction used
shall be the actuarial reduction factor for a deferred vested pension,
calculated to Executive153s actual age at Executive153s Date of Termination plus the
length of Executive153s Payment Period.

C. For purposes of Section 5(f), “actuarial equivalent” shall be determined
using the same methods and assumptions as those utilized under the Company153s
retirement plans and programs immediately prior to the Change in Control.

EXHIBIT 2

BENEFICIARY DESIGNATION

I hereby designate the following person(s) as a beneficiary for the purposes
of Section 6(b)(iv) to the extent of the percentage interest listed next to
their name:


NAME		PERCENTAGE INTEREST






TOTAL (CANNOT EXCEED 100%)

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