Supplemental Executive Retirement Plan Agreement - BFGoodrich Co.

                SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
                ------------------------------------------------


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
         ---------------------------------------------

         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
         ---------------------------

         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 result by
         twelve.

                  (d) From that amount which is determined according to this
         Section 2 to be the Executive Employee's Alternative Pension Benefit,
         an amount will be subtracted which is actuarially equivalent to the
         aggregate benefit, if any, which is actually paid to the Executive


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         Employee or eligible beneficiaries from the Goodrich Pension Plan and
         Benefit Restoration Plan.

                  (e) The Alternative Pension Benefit shall be payable according
         to the same payment option elected by the Executive Employee for
         benefit payments under the Goodrich Pension Plan, or which could be
         elected if the Executive Employee were eligible for a benefit under the
         Goodrich Pension Plan.


3.       Supplemental Pension Benefit
         ----------------------------

         In addition to such monthly benefits as are owing to the Executive
Employee or eligible beneficiaries either pursuant to the Goodrich Pension Plan
and/or Section 2 of this Agreement, the Company shall pay or cause to be paid, a
supplemental pension benefit (the 'Supplemental Pension Benefit') which shall be
calculated and paid according to the Goodrich Pension Plan 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 provisions thereof and which
shall be based upon a full one and six tenths percent (1.6%) of Final Average
Earnings for each full year and a pro rata share of one and six tenths percent
(1.6%) for each partial year in completed months of employment (in each case as
calculated under the Goodrich Pension Plan) of the Executive Employee's
employment with the Company, up to a maximum of twenty-four percent of Final
Average Earnings. The Supplemental Pension Benefit shall be payable according to
the same payment option elected by the Executive Employee for benefit payments
under Section 2(e) of this Agreement.


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4.       Supplemental Retiree Medical Benefit
         ------------------------------------

         In the event and to the extent the Executive Employee or eligible
beneficiaries are not eligible to participate in or otherwise do not receive the
full benefits of The BFGoodrich Health Care and Prescription Drug Plan for
retired salaried employees or any successor qualified health care plan for
retired salaried employees (the 'Goodrich Retiree Medical Plan') following
termination of the Executive Employee's employment with the Company, the
Executive Employee and eligible beneficiaries shall be entitled to a
supplemental retiree medical benefit (the 'Supplemental Retiree Medical
Benefit') which shall be equal to the full benefits of the Goodrich Retiree
Medical Plan which is in effect on the date of the termination of the Executive
Employee's employment with the Company with any changes which may be implemented
in the Goodrich Retiree Medical Plan from time to time thereafter. The
Supplemental Medical Benefit shall be payable to the Executive Employee and
eligible beneficiaries from and after the later of (a) the date of the Executive
Employee's termination of employment with the Company for any reason, or (b) the
date the Executive Employee reaches, or in the event of death would have
reached, such employee's fifty-fifth birthday.


5.  Relationship with Management Continuity Agreement
    -------------------------------------------------

         In the event that (i) a 'Change in Control', as that term is defined in
a certain Letter Agreement dated November 3, 1997 between the Company and the
Executive Employee or any similar successor agreement (the 'Management
Continuity Agreement') occurs, and (ii) the Executive Employee's employment with
the Company is thereafter terminated and such employee thereby


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becomes entitled to receive, inter alia, the compensation specified in the
Management Continuity Agreement, then for purposes of this Agreement:

                  (a) No additional service with respect to the 'Payment Period'
         (as that term or similar subsequent term is defined in the Management
         Continuity Agreement) as stated the Management Continuity Agreement
         shall be added to the Alternative Pension Benefit referred to in
         Section 2 of this Agreement so long as the Executive Employee receives
         the equivalent of a pension benefit with respect to such Payment
         Period; but if the Executive Employee for any reason does not receive
         such benefit under the Management Continuity Agreement then the number
         of months in the aforesaid Payment Period shall be added to the
         Executive Employee's years of service with the Company to calculate the
         Alternative Pension Benefit; and

                  (b) To the years of service used to calculate the Supplemental
         Pension Benefit referred to in Section 3 of this Agreement there shall
         be added the number of months in the aforesaid Payment Period.


6.  Miscellaneous
    -------------
         (a) The Company shall pay from its general assets or cause to be paid
to the Executive Employee or eligible beneficiaries the Alternate Retirement
Benefit, the Supplemental Retirement Benefit and the Supplemental Retiree
Medical Benefit in the same manner, and with respect to each


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of such pension benefits with the same actuarial reductions, as such benefit
would be payable if it had been paid pursuant to the relevant Plan.

         (b) Nothing in this Agreement shall prevent the Company from
terminating or amending the Goodrich Pension Plan, the Goodrich Health Care Plan
or the Goodrich Retiree Medical Plan, except that no such termination or
amendment shall deprive the Executive Employee or eligible beneficiaries of

                  (i) with respect to the Alternative Retirement Benefit, the
         right to receive benefits under the Goodrich Pension Plan without
         regard to vesting;

                  (ii) with respect to the Supplemental Retirement Benefit, the
         right to receive such benefit as provided in this Agreement; and

                  (iii) with respect to the Supplemental Retiree Medical
         Benefit, the right to receive the benefits under the Goodrich Retiree
         Medical Plan as provided herein with any changes which may be
         implemented in such plan from time to time.

         (c) Nothing in this Agreement shall be construed to confer upon the
Executive Employee any right of continuing employment by the Company, nor shall
this Agreement interfere in any way with the right of the Company to assign the
Executive Employee to other duties or responsibilities or to terminate such
employee's employment at any time. Termination of employment for any reason,
however, shall not terminate this Agreement.


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         (d) No right to payment or any other interest under this Agreement
shall be assignable by the Executive Employee or by any spouse or beneficiary
and no such right or other interest shall be subject to attachment, execution or
levy of any kind. This Agreement may and shall be assigned or transferred to,
and shall be binding upon any successor of the Company, and such successor shall
be deemed substituted for the 'Company' under the terms of this Agreement.

         (e) This Agreement shall be construed, administered and enforced in
accordance with the laws of the State of Ohio with respect to agreements made
and to be performed in the State of Ohio.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by an
officer thereunder duly authorized so to do, and the Executive Employee has
accepted and executed this Agreement, all as of the day and year first above
written.

                                     THE B.F.GOODRICH COMPANY
                                     By Direction of the Compensation Committee:




                                     By
                                        ----------------------------------------



                                     Accepted:



                                     -------------------------------------------


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