ENPRO INDUSTRIES, INC. DEFERRED COMPENSATION PLAN (AS AMENDED AND RESTATED EFFECTIVE JANUARY1, 2010)

EnPro Industries, Inc. (the “Company”) maintains the EnPro Industries, Inc Deferred Compensation Plan (the “Plan”) to provide an opportunity to defer current compensation to enhance savings for certain highly compensated employees. The Company established the Plan in order to provide designated highly compensated employees with the opportunity, on a non-qualified, unfunded basis, to defer compensation and receive employer contributions that are not available under the EnPro Industries, Inc. Retirement Savings Plan (the “Savings Plan”) due to the limitations imposed by the Internal Revenue Code.

The Company is hereby amending and restating the Plan effective January 1, 2010 as set forth herein to (i) reflect certain design changes to the Plan with respect to deferral elections for Plan Years beginning on and after January 1, 2010, (ii) provide for the Plan’s continued documentary compliance with the requirements of Section 409A of the Code and (iii) otherwise meet current needs. It is the intent of the Company that amounts deferred under the Plan by a Participant shall not be taxable to the Participant for income tax purposes until the time they are actually received by the Participant. The provisions of the Plan shall be construed and interpreted to give effect to this intent.

NOW, THEREFORE, for the purposes aforesaid, the Company hereby restates the Plan effective as of January 1, 2010 as follows:

Where the following words and phrases appear in the Plan, they have the respective meanings set forth below, unless their context clearly indicates otherwise.

The recordkeeping account maintained by a Participating Employer made up of the following: the Deferral Account, the Matching Contribution Account and the Employer Contribution Account.

The Board of Directors of the Company.

Any of the following events:

however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s 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

The Internal Revenue Code of 1986, as amended. References to the Code shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder.

Any one or more of the limitations and restrictions that Sections 401(a)(17), 401(k)(3), 401(m), 402(g) and 415(c) of the Code place on the pre-tax employee contributions and matching employer contributions of a participant in the Savings Plan. In addition, Code Limitations

also means and refers to any limits placed on the contribution rate of a participant in the Savings Plan, including any such limits placed on highly compensated employees established by the administrative committee under the Savings Plan.

The Compensation and Human Resources Committee of the Board.

EnPro Industries, Inc. and any successor thereto.

Compensation as defined under the Savings Plan without regard to the Code § 401(a)(17) Compensation Limit (as defined in the Savings Plan).

The Company and any and all other corporations, trades and/or businesses, the Employees of which, together with Employees of the Company, are required by Code Section 414 to be treated as if they were a single employer.

Each corporation or unincorporated trade or business that is or was a member of the Controlled Group, but only during such period as it is or was such a member of the Controlled Group.

Any one of the following events:

With respect to a Participant, any incentive award payable to such Participant pursuant to any incentive compensation plan of the Company or any Participating Employer approved for purposes of the Plan by the Committee from time to time. Covered Incentive Awards may be payable annually, quarterly, or on such other basis as provided by the applicable incentive plan.

The account established and maintained on the books of a Participating Employer to record a Participant's interest under the Plan attributable to amounts credited to the Participant pursuant to Section 2.2.

The “Distribution Date,” as such term is defined in the Distribution Agreement among Goodrich Corporation, EnPro Industries, Inc. and Coltec Industries Inc.

An Employee designated as an Eligible Employee in accordance with Section 2.1.

Any person who is classified by a Controlled Group Member as a common-law employee of such Controlled Group Member.

An Eligible Employee eligible to receive an employer 2% Non-Safe Harbor Non-Elective Contribution under Section 7.1 of the Savings Plan’s Adoption Agreement.

The contributions described in Section 2.3(c).

The account established and maintained on the books of a Participating Employer to record a Participant's interest under the Plan attributable to amounts credited to the Participant pursuant to Section 2.3(d).

The Securities Exchange Act of 1934.

The contributions described in Section 2.3(a).

The account established and maintained on the books of a Participating Employer to record a Participant's interest under the Plan attributable to amounts credited to the Participant pursuant to Section 2.3(b).

Any Eligible Employee who makes an election to participate in accordance with Section 2.2. Participant shall also include any former Eligible Employee who continues to have an Account maintained under the Plan.

The Company and each other participating employer under the Savings Plan.

The EnPro Industries, Inc. Deferred Compensation Plan, as the same may be amended from time to time.

The calendar year.

Any of the following events:

The EnPro Industries, Inc. Retirement Savings Plan for Salaried Employees, as the same may be amended from time to time.

The Committee shall designate which Employees of the Company or any other Participating Employer shall be Eligible Employees for a given Plan Year. An Employee designated as an Eligible Employee with respect to one Plan Year need not be designated as an Eligible Employee for any subsequent Plan Year. The Plan is intended to limit eligibility to a “select group of management or highly compensated employees” within the meaning of the Employee Retirement Income Security Act of 1974, as amended.

this Section. The amount to be deferred under this Section for a given period shall be credited to such Deferral Account as of the date such amount would have otherwise been credited to the Savings Plan but for the Code Limitations.

Contribution Eligible Employee. The Employer Contributions determined under Subsection (c) of this Section for a given period shall be credited to such Employer Contribution Account as of the date such amount would have otherwise been credited to the Savings Plan but for the Code Limitations.

the calendar year in which the Participant attains age 65, in a single cash payment.

Any election made under this Subsection shall be made on such form, at such time and pursuant to such procedures as are established by the Committee in its sole discretion from time to time. If a Participant fails to effectively elect a payment option under this Subsection, the method of payment shall be a lump sum payment following termination of employment with the Controlled Group under Paragraph (a)(i) of this Section.

Such election was immediately effective; provided, however, that a Participant could not make a new payment election with respect to payments the Participant was otherwise scheduled to receive during 2007. The Account of any Participant described in this Subsection who failed to make a payment election on or before

December 31, 2007 under this Subsection shall be paid in a lump sum payment following termination of employment with the Controlled Group under Subsection (a)(i) of this Section. Any subsequent change to such payment election must comply with the requirements of Subsection (e) of this Section. Payments pursuant to such election shall otherwise be subject to the requirements of this Section.

A Participant who is in active service of a Controlled Group Member may, in the Committee’s sole discretion, receive a refund of all or any part of the amounts previously credited to the Participant’s Accounts (to the extent vested) in the case of an “unforeseeable emergency.” A Participant requesting a payment pursuant to this Section shall have the burden of proof of establishing, to the Committee’s satisfaction, the existence of such “unforeseeable emergency,” and the amount of the payment needed to satisfy the same. In that regard, the Participant shall provide the Committee with such financial data and information as the Committee may request. If the Committee determines that a payment should be made to a Participant under this Section such payment shall be made within a reasonable time after the Committee’s determination of the existence of such “unforeseeable emergency” and the amount of payment so needed. The Committee may in its discretion establish the order in which amounts shall be withdrawn under this Section from a Participant’s Accounts. As used herein, the term “unforeseeable emergency” means a severe financial hardship to a Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2), and (d)(1)(B)), or loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that shall constitute an “unforeseeable emergency” shall depend upon the facts of each case, but, in any case, payment may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under the Plan. Examples of what are not considered to be “unforeseeable emergencies” include, without limitation, the need to send a Participant’s child to college or the purchase of a home. Withdrawals of amounts because of an “unforeseeable emergency” shall not exceed an amount reasonably needed to satisfy the emergency need.

The Plan shall be administered by the Committee. The Committee shall be empowered to interpret the provisions of the Plan and to perform and exercise all of the duties and powers granted to it under the terms of the Plan by action of a majority of its members in office from time to time. The Committee may adopt such rules and regulations for the administration of the Plan as are consistent with the terms hereof and shall keep adequate records of its proceedings and acts. All interpretations and decisions made (both as to law and fact) and other action taken by the Committee with respect to the Plan shall be conclusive and binding upon all parties having or claiming to have an interest under the Plan. Not in limitation of the foregoing, the Committee shall have the sole discretion to decide any factual or interpretative issues that may arise in connection with its administration of the Plan (including without limitation any determination as to claims for benefits hereunder), and the Committee’s exercise of such discretion shall be conclusive and binding on all affected parties in the absence of clear and convincing evidence that the Committee acted arbitrarily and capriciously. The Committee may delegate any of its duties and powers hereunder to the extent permitted by applicable law.

Upon or following the occurrence of a Potential Change in Control, if so directed by the Board in its sole and exclusive discretion, the Company shall set aside in a grantor trust, either existing or to be established, such amount as may be determined by the Board not to exceed the projected benefit obligations under the Plan as of the anticipated date of the possible Change in Control, less any amounts previously set aside in a grantor trust to provide benefits under the Plan.

If a Change in Control does not occur within a reasonable time from the date such funds are set aside, the funds, adjusted for any gains or losses, shall revert to the Company.

Upon the occurrence of a Change in Control, each Participant shall become fully vested in his entire Account under the Plan as of the date of the Change in Control. Such vested Account shall be paid at the time and in the manner provided in Section 2.5.

The Plan is unfunded and intended to constitute an incentive and deferred compensation plan for a select group of officers and key management employees of the Participating Employers. If necessary to preserve the above intended plan status, the Committee, in its sole discretion, reserves the right to limit or reduce the number of actual participants and otherwise to take any remedial or curative action that the Committee deems necessary or advisable. The Accounts established and maintained under the Plan by a Participating Employer are for accounting purposes only and shall not be deemed or construed to create a trust fund of any kind or to grant a property interest of any kind to any Participant, designated beneficiary or estate. The amounts credited by a Participating Employer to such Accounts are and for all purposes shall continue to be a part of the general assets of such Participating Employer, and to the extent that a Participant, beneficiary or estate acquires a right to receive payments from such Participating Employer pursuant to the Plan, such right shall be no greater than the right of any unsecured general creditor of such Participating Employer.

For the purposes of the Plan, termination of employment means any termination of employment with either the Company or any successor to the Company that acquires all or substantially all of the business and/or assets of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise). For purposes of this Agreement, whether a “termination of employment” has occurred shall be determined consistent with the requirements of Code Section 409A and the Company’s administrative policies, if any.

No Account balance or other right or interest under the Plan of a Participant, beneficiary or estate may be assigned, transferred or alienated, in whole or in part, either directly or by operation of law, and no such balance, right or interest shall be liable for or subject to any debt, obligation or liability of the Participant, designated beneficiary or estate.

The establishment of the Plan shall not enlarge or otherwise affect the terms of any Employee’s employment with his Participating Employer, and such Participating Employer may terminate the employment of the Employee as freely and with the same effect as if the Plan had not been established.

The Plan may be adopted by any Controlled Group Member that has adopted the Savings Plan, such adoption to be effective as of the date specified by such Controlled Group Member at the time of adoption.

Any deferral or payment hereunder shall be subject to applicable payroll and withholding taxes.

If a Participant dies prior to having received the entire balance of the Participant's Account, the remaining vested balance in the Account shall be payable to the Participant's beneficiary(ies) determined under the Savings Plan as and when such amounts would have otherwise been payable to the Participant.

In the event any amount becomes payable under the provisions of the Plan to a Participant, beneficiary or other person who is a minor or an incompetent, whether or not declared incompetent by a court, such amount may be paid directly to the minor or incompetent person or to such person’s fiduciary (or attorney-in-fact in the case of an incompetent) as the Committee, in its sole discretion, may decide, and the Committee shall not be liable to any person for any such decision or any payment pursuant thereto.

The Plan shall be governed and construed in accordance with the laws of the State of North Carolina, except to the extent such laws are preempted by the laws of the United States of America.

The Plan is intended to comply with Code Section 409A. Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered consistent with its intent.

IN WITNESS WHEREOF, this instrument has been executed by the Company on October 28, 2009.