8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 7, 2009

GOODRICH CORPORATION

(Exact name of registrant as specified in its charter)

New York	1-892	34-0252680
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Four Coliseum Centre 2730 West Tyvola Road Charlotte, North Carolina	28217
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (704) 423-7000

(Former name or former address if changed since last report.)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 — Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

     On December 7, 2009, the Compensation Committee of our Board of Directors revised the form of Performance Unit Award Agreement, Restricted Stock Unit Award Agreement, Restricted Stock Unit Special Award Agreement, and Stock Option Award Agreement that may be used for future grants. The revisions included stylistic as well as substantive revisions to the form of the agreements that the Company has used in the past. Among the substantive changes, the Compensation Committee must review an “early retirement” (defined as a retirement after age 55 and prior to age 62 with at least five years of service) by any of the named executive officers and certain other employees in order to qualify for the early retirement continued vesting or accelerated transfer provisions. Upon the executive’s termination of employment with the Company (for any reason other than death or permanent disability), vesting of the stock options and transfer of restricted stock units (RSUs) will be suspended, and after executive’s termination of employment with the Company, but no later than six months after such termination, the Committee may determine (in its sole discretion) one or more of the following:

a.	The executive is working (or will be working) for or with a competitor of the Company, and, therefore, the unvested stock options and the RSUs that have not been transferred are forfeited as of the date of the Committee’s determination; or
b.	The executive did not give the Company timely notification of his/her termination of employment so as to allow the Company appropriate time for orderly succession, and, therefore, the unvested stock options and the RSUs that have not been transferred are forfeited as of the date of the Committee’s determination; or
c.	During employment with the Company, the executive engaged in financial malfeasance, and, therefore, the unvested stock options and the RSUs that have not been transferred are forfeited as of the date of the Committee’s determination.

     If the Compensation Committee does not make one or more of the above determinations within the six-month timeframe, then the remaining unvested stock options and the RSUs that have not been transferred will not be forfeited; the vesting schedule will be reinstated for the stock options; vesting credit will be given for the period of vesting suspension for the stock options; and the RSUs that have not been transferred will be promptly transferred.

     The form agreements also provide for the immediate vesting of stock options and RSUs on the death or permanent and total disability of the employee.

     In addition, the Compensation Committee adopted an amendment to the form of our Stock Option Award Agreements under the Goodrich Corporation 2001 Equity Compensation Plan. The amendment to the form of our Stock Option Award Agreements amends certain outstanding stock option award agreements to provide that, in the case of early retirement, the

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exercise period for outstanding and unexercised options that vest after retirement is five years from the date of vesting or the remaining term of the option, whichever occurs first. Similar language has been included in the 2010 form of Stock Option Award Agreement.

     Copies of the adopted form of Amendment to Stock Option Award Agreement, Stock Option Award Agreement, Restricted Stock Unit Agreement, Restricted Stock Unit Special Award Agreement, and Performance Unit Award Agreement are filed, respectively, as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5 hereto and are incorporated herein by reference.

Section 8 — Other Events

Item 8.01. Other Events.

     We are also filing this Current Report on Form 8-K to add exhibits to our Registration Statement on Form S-3 (File No. 333-154778).

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

  (d) Exhibits

Exhibit Number	Description of Exhibits
1.1	Form of Underwriting Agreement Standard Provisions dated December 8, 2009
1.2	Form of Pricing Agreement (included in Exhibit 1.1)
4.1	Form of Eighth Supplemental Indenture between Goodrich Corporation and The Bank of New York Mellon Trust Company, N.A. as successor to Harris Trust and Savings Bank, as Trustee
4.2	Form of Goodrich Corporation 4.875% Note due 2020 (included in Exhibit 4.1)
5.1	Opinion of Robinson, Bradshaw & Hinson, P.A., dated as of December 10, 2009, regarding the legality of the issuance of the notes.
10.1	Form of Amendment to Stock Option Award Agreement
10.2	Form of Stock Option Award Agreement
10.3	Form of Restricted Stock Unit Award Agreement

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Exhibit Number	Description of Exhibits
10.4	Form of Restricted Stock Unit Special Award Agreement
10.5	Form of Performance Unit Award Agreement
12	Computation of Ratio of Earnings to Fixed Charges
23.1	Consent of Robinson, Bradshaw & Hinson, P.A. (included in Exhibit 5.1)

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 10, 2009	Goodrich Corporation
	By:	/s/ Vincent M. Lichtenberger
		Vincent M. Lichtenberger
		Assistant Secretary

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Goodrich Corporation
Current Report on Form 8-K

Exhibit Index

Exhibit Number	Description of Exhibits
1.1	Form of Underwriting Agreement Standard Provisions dated December 8, 2009
1.2	Form of Pricing Agreement (included in Exhibit 1.1)
4.1	Form of Eighth Supplemental Indenture between Goodrich Corporation and The Bank of New York Mellon Trust Company, N.A. as successor to Harris Trust and Savings Bank, as Trustee
4.2	Form of Goodrich Corporation 4.875% Note due 2020 (included in Exhibit 4.1)
5.1	Opinion of Robinson, Bradshaw & Hinson, P.A., dated as of December 10, 2009, regarding the legality of the issuance of the notes.
10.1	Form of Amendment to Stock Option Award Agreement
10.2	Form of Stock Option Award Agreement
10.3	Form of Restricted Stock Unit Award Agreement
10.4	Form of Restricted Stock Unit Special Award Agreement
10.5	Form of Performance Unit Award Agreement
12	Computation of Ratio of Earnings to Fixed Charges
23.1	Consent of Robinson, Bradshaw & Hinson, P.A. (included in Exhibit 5.1)

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EX-1.1

Exhibit 1.1

EXECUTION COPY

GOODRICH CORPORATION

Debt Securities

Underwriting Agreement

December 8, 2009

Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013

Deutsche Bank Securities Inc.
60 Wall St.
New York, NY 10005

Calyon Securities (USA) Inc.
1301 Avenue of the Americas
New York, NY 10019

Ladies and Gentlemen:

          From time to time Goodrich Corporation, a New York corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each, a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).

          The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the indenture (the “Indenture”) identified in such Pricing Agreement.

          1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities

shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic or facsimile communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Underwriting Agreement and each Pricing Agreement shall be several and not joint.

          2. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to any offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by such Underwriters of the Company, the transactions contemplated thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

          3. The Company represents and warrants to, and agrees with, each of the Underwriters that:

(a) The registration statement in respect of the Securities is an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”) and has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; no other amendment with respect to such registration statement has heretofore been filed or transmitted for filing with the Commission; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company; and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the Act has been initiated or threatened by the Commission; the various parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the basic prospectus (the “Basic Prospectus”) contained in such registration statement at the date such part of the registration statement became effective with respect to the offering of Securities, as determined by the Company pursuant to Section 11 of

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the Act and Item 512 of Regulation S-K, as applicable, but excluding Form T-1, each as amended at the time such part of the registration statement became effective, being hereinafter collectively called the “Registration Statement”; the prospectus supplement relating to the Designated Securities, in the form that it is first filed with the Commission pursuant to Rule 424(b) after the date and time that this Underwriting Agreement is executed, along with the Basic Prospectus being hereinafter called the “Prospectus”; the preliminary prospectus supplement relating to the Designated Securities, in the form in which it was most recently filed, or transmitted for filing, with the Commission prior to the date of this Underwriting Agreement along with the Basic Prospectus, being hereinafter called the “Preliminary Prospectus”; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be, as of the date of such amendment or supplement; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any documents filed after the effective date of the Registration Statement under the Exchange Act that is incorporated by reference in the Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the applicable Designated Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 6(a) hereof, including any documents incorporated by reference therein as of the date of such filing).

     At or prior to the time when sales of the applicable Designated Securities will be first made (the “Time of Sale”), the Company will prepare certain information (collectively, the “Time of Sale Information”) which information will be comprised of the Preliminary Prospectus and the information identified in Schedule III to the Pricing Agreement for such offering of Designated Securities as constituting Issuer Free Writing Prospectuses (as defined below);

(b) The documents incorporated by reference in the Time of Sale Information and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents, when they became effective or were filed with the Commission, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Time of Sale Information and the Prospectus or any further amendment or

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supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(c) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder and do not and will not, as of each effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto and as of the Time of Delivery (as defined in Section 5 hereof), contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Designated Securities;

(d) The Time of Sale Information, at the Time of Sale and at the Time of Delivery did not and will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Time of Sale Information as amended or supplemented relating to such Designated Securities. No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom;

(e) The Company (including its agents and representatives, other than the Underwriters) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the applicable Designated Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on

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Schedule III to the Pricing Agreement as constituting the Issuer Free Writing Prospectuses and (v) any electronic road show or other written communications, in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not, and at the Time of Delivery will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in such Issuer Free Writing Prospectus as amended or supplemented relating to such Designated Securities;

(f) The Company and its subsidiaries considered as a whole have not, since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement, the Time of Sale Information and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, there has not been any change in the capital stock (except pursuant to any agreements or employee or director benefit plans referred to in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented) or increase in long-term debt of the Company and its subsidiaries considered as a whole or any material adverse change, or any development involving a prospective material adverse change, in or affecting the financial position, shareholders’ equity or results of operations of the Company and its subsidiaries considered as a whole (a “Material Adverse Change”), otherwise than as set forth in the Registration Statement, the Time of Sale Information and the Prospectus;

(g) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New York and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business in an amount that is material to the business of the Company and its consolidated subsidiaries considered as a whole so as to require such qualification; each Material Subsidiary (as defined below) of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and is duly qualified as a foreign corporation for the transaction of business and in good standing under the laws of each other jurisdiction in which it owns or leases

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properties, or conducts any business in an amount that is material to the business of such Material Subsidiary and its subsidiaries considered as a whole, so as to require such qualification (as used in this Underwriting Agreement, the term “Material Subsidiary” means a subsidiary of the Company which is a significant subsidiary under Rule 1-02 of Regulation S-X of the Commission);

(h) The Company has an authorized equity capitalization as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable;

(i) The Designated Securities have been duly authorized, and, when the Designated Securities are issued and delivered pursuant to this Underwriting Agreement and the Pricing Agreement, such Designated Securities will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable against it in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles and entitled to the benefits provided by the Indenture; the Indenture has been duly authorized, executed and delivered, and duly qualified under the Trust Indenture Act and, at the Time of Delivery for such Designated Securities, the Indenture will constitute a valid and legally binding instrument of the Company, enforceable against it in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture conforms, and the Designated Securities will conform, in all material respects, to the descriptions thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented with respect to such Designated Securities;

(j) This Underwriting Agreement has been duly authorized, executed and delivered by the Company and the Company has full right, power and authority to execute and deliver the Pricing Agreement and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery of each of this Underwriting Agreement and the Pricing Agreement and the consummation of the transactions contemplated hereby and thereby has been duly and validly taken;

(k) The issue and sale of the Designated Securities, and the compliance by the Company with all of the provisions of the Designated Securities, the Indenture, this Underwriting Agreement and any Pricing Agreement, and the consummation of the transactions herein and therein contemplated will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Material Subsidiaries is a party or by which the Company or any of its Material Subsidiaries is bound or to which

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any of the property or assets of the Company or any of its Material Subsidiaries is subject (except for such breaches, violations or defaults that would not result in a Material Adverse Change), nor will such action result in any violation of the provisions of the Company’s Restated Certificate of Incorporation or By-Laws or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Material Subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Designated Securities or the consummation by the Company of the transactions contemplated by this Underwriting Agreement or any Pricing Agreement or the Indenture, except such as have been, or will have been prior to the Time of Delivery, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters;

(l) Neither the Company nor any of its Material Subsidiaries is in violation of its Restated Certificate of Incorporation or By-Laws or in default in the performance or observance of any material obligation, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement, lease or other material agreement or instrument to which it is a party or by which it or any of its properties may be bound;

(m) The statements set forth in the Registration Statement, the Time of Sale Information and the Prospectus under the captions “Description of Debt Securities” and “Description of the Notes”, insofar as they purport to constitute a summary of the terms of the Designated Securities, and under the captions “Plan of Distribution” and “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects;

(n) Other than as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject, other than litigation which, in the opinion of the Company, is not reasonably likely to individually or in the aggregate result in a Material Adverse Change; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(o) The Company is not and, after giving effect to each offering and sale of the Designated Securities, will not be an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

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(p) Neither the Company nor any of its affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes;

(q) Ernst & Young LLP, who have certified certain financial statements of the Company and its subsidiaries, are, to the best knowledge of the Company, independent public accountants as required by the Act and the rules and regulations of the Commission and the Public Company Accounting Oversight Board (United States) thereunder;

(r) The Company is not an ineligible issuer and is a well-known seasoned issuer, in each case as defined under the Act, in each case at the times specified in the Act in connection with any offering of Designated Securities. The Company will pay the registration fee for any offering of Designated Securities within the time period required by Rule 456(b)(1)(i) under the Act (without giving effect to the proviso therein) and in any event prior to the Time of Delivery;

(s) The Company maintains an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-125 of the Exchange Act;

(t) The Company maintains systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, including those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements. Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there are no material weaknesses in the Company’s internal controls over financial reporting;

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(u) There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications;

(v) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), except where the failure to so comply would not be reasonably likely to individually or in the aggregate result in a Material Adverse Change, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened;

(w) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) that would be reasonably likely to individually or in the aggregate result in a Material Adverse Change if determined adversely to the Company or any of its subsidiaries; and the Company will not directly or indirectly use the proceeds of the offering of the Designated Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC; and

(x) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, except for any such violation that would not be reasonably likely to individually or in the aggregate result in a Material Adverse Change; and the Company, its subsidiaries and, to the knowledge of the Company, its affiliates, have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to

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ensure, and which are reasonably expected to continue to ensure, continued compliance therewith, except where the failure to so comply would not be reasonably likely to individually or in the aggregate result in a Material Adverse Change.

          4. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of such Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented.

          5. Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form specified in such Pricing Agreement, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer, payable to the order of the Company in immediately available funds, all at the place and time and date specified in such Pricing Agreement or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time of Delivery” for such Securities.

          6. The Company agrees with each of the Underwriters of any Designated Securities:

(a) To pay the registration fees for any offering of Designated Securities within the time period required by Rule 456(b)(1)(i) under the Act (without giving effect to the proviso therein) and in any event prior to the Time of Delivery and to prepare the Prospectus as amended and supplemented in relation to the applicable Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) and Rule 430A, 430B or 430C under the Act; to make no further amendment or any supplement to the Registration Statement, Prospectus or any Issuer Free Writing Prospectus as amended or supplemented after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities which shall be disapproved by the Representatives for such Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement relating to the Designated Securities after such Time of Delivery and furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Designated Securities, and during such same period to advise the Representatives, promptly after it receives notice

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thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any Issuer Free Writing Prospectus or any amended Prospectus or Issuer Free Writing Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to such Designated Securities or pursuant to Section 8A of the Act, of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of such Designated Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Registration Statement or any prospectus relating to such Designated Securities or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;

(b) To prepare a pricing term sheet (the “Term Sheet”) in a form approved by the Representatives and included in Schedule IV to the Pricing Agreement and to file any Issuer Free Writing Prospectus (including the Term Sheet) to the extent required by Rule 433 under the Act; and to furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of the Pricing Agreement in such quantities as the Representatives may reasonably request;

(c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Designated Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Designated Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(d) To furnish the Underwriters with copies of the Prospectus, the Time of Sale Information and any Issuer Free Writing Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of such Designated Securities and if at such time any event shall have occurred as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus, Time of Sale Information or Issuer Free Writing Prospectus is delivered, not misleading,

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or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus, Time of Sale Information or Issuer Free Writing Prospectus or a supplement to the Prospectus, such Time of Sale Information or such Issuer Free Writing Prospectus which will correct such statement or omission or effect such compliance;

(e) To make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earning statement of the Company and its consolidated subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission hereunder (including at the option of the Company Rule 158 under the Act);

(f) During the period beginning from the date of the Pricing Agreement for such Designated Securities and continuing to and including the earlier of (i) the termination of trading restrictions for such Designated Securities, as notified to the Company by the Representatives, and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more than one year after such Time of Delivery and which are substantially similar to such Designated Securities, without the prior written consent of the Representatives; and

(g) Pursuant to reasonable procedures developed in good faith, to retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act.

7. Each Underwriter hereby represents and agrees that:

(a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectuses”, as defined in Rule 405 under the Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) free writing prospectuses that, solely as a result of use by such underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Schedule III to the Pricing Agreement or prepared pursuant to Section 3(e) or 6(a) above (including any electronic road show), or (iii) any free writing

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prospectus prepared by such underwriter and approved by the Company in advance in writing;

(b) Notwithstanding the foregoing the Underwriters may use a term sheet substantially in the form of Schedule IV to the Pricing Agreement without the consent of the Company; and

(c) It is not subject to any pending proceeding under Section 8A of the Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during such period after the first date of the Time of Delivery as in the opinion of counsel for the Underwriters a prospectus relating to the Designated Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Act) in connection with sales of the Designated Securities by any underwriter or dealer).

          8. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the reasonable fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Underwriting Agreement, any Pricing Agreement, any indenture, any Blue Sky and Legal Investment memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 6(c) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and the fees and disbursements of counsel for any Trustee in connection with any Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, Section 10 and Section 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

          9. The obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of the Company in or incorporated by reference in the Pricing Agreement relating to such Designated Securities are, at and as of the Time of Sale and the Time of Delivery for such

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Designated Securities, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus as amended or supplemented in relation to the applicable Designated Securities shall have been filed with the Commission pursuant to Rule 424(b) and each Issuer Free Writing Prospectus shall have been filed with the Commission (to the extent required by Rule 433 under the Act) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 6(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Act, shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction;

(b) Cravath, Swaine & Moore LLP, counsel for the Underwriters, shall have furnished to the Representatives such opinion or opinions, dated the Time of Delivery for such Designated Securities, with respect to the Indenture, the Designated Securities, the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) With respect to the matters set forth in clauses (i), (ii), (iii), (v), (vi), (vii), (ix), (x), (xi), (xii), (xiii) and (xiv), Robinson, Bradshaw & Hinson, P.A., and with respect to the matters set forth in clauses (iv) and (viii), the Company’s in-house counsel or other counsel reasonably satisfactory to the Underwriters shall have furnished to the Representatives a written opinion, dated the Time of Delivery for such Designated Securities, in form and substance reasonably satisfactory to the Representatives, to the effect that:

     (i) The Registration Statement, the Preliminary Prospectus, each Issuer Free Writing Prospectus included in the Time of Sale Information and the Prospectus (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) comply as to form in all material aspects with the requirements of the Act and with respect to the Registration Statement only, the Trust Indenture Act.

     (ii) The Company is a validly subsisting corporation under the laws of the State of New York, with corporate power and authority to own its properties and conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented;

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     (iii) The Company has an authorized equity capitalization as set forth in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented;

     (iv) To the best of such counsel’s knowledge, there are no legal or governmental proceedings pending or overtly threatened in writing before any court or other governmental authority that name the Company or any of its subsidiaries and are specifically directed to the Company or its subsidiaries or their properties other than as set forth in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented and other than legal or governmental proceedings that, so far as such counsel can now foresee considering their probability of success, are not reasonably likely to result in a Material Adverse Change;

     (v) This Underwriting Agreement and the Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and delivered by the Company;

     (vi) The Designated Securities have been duly and validly authorized, executed, authenticated, issued and delivered and constitute valid and legally binding obligations of the Company, enforceable against it in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles and entitled to the benefits provided by the Indenture; and the Designated Securities and the Indenture conform in all material respects to the descriptions thereof in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented;

     (vii) The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and legally binding instrument of the Company, enforceable against it in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act;

     (viii) The issue and sale of the Designated Securities and the compliance by the Company with all of its obligations under the Designated Securities, the Indenture, this Underwriting Agreement and the Pricing Agreement with respect to the Designated Securities will not in any material respect result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed as an exhibit to any filing with the Commission specifically incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented,

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other than such breaches, violations or defaults that would not result in a Material Adverse Change;

     (ix) The issue and sale of the Designated Securities and the compliance by the Company with all of its obligations under the Designated Securities, the Indenture, this Underwriting Agreement and the Pricing Agreement with respect to the Designated Securities will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, the Company’s Restated Certificate of Incorporation or By-Laws or, to such counsel’s knowledge, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Material Subsidiaries or any of their properties in any material respect;

     (x) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issue and sale of the Designated Securities or the consummation by the Company of the transactions contemplated by this Underwriting Agreement or such Pricing Agreement, except such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters;

     (xi) The statements set forth in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented under the caption “Description of Debt Securities” and “Description of the Notes”, insofar as they purport to constitute a summary of the terms of the Designated Securities and the Indenture, are accurate, fair and complete summaries in all material respects;

     (xii) The documents incorporated by reference in the Time of Sale Information and the Prospectus as amended or supplemented (other than the historical and pro forma financial statements and related schedules and other financial or statistical data included therein or excluded therefrom, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and such counsel does not know of any amendment to the Registration Statement required to be filed or any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Time of Sale Information or the Prospectus as amended or supplemented or required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus as amended or supplemented in each case that are not filed or incorporated by reference or described as required;

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     (xiii) The Company is not and, after giving effect to the offering and sale of the Designated Securities, will not be an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act; and

     (xiv) The statements made in the Time of Sale Information and the Prospectus under the caption “ Certain Material United States Federal Income Tax Consequences”, insofar as such statements summarize legal matters or legal conclusions discussed therein, fairly present in all material respects such legal matters or legal discussions.

          In addition, each such counsel shall state the following: That the purpose of such counsel’s professional engagement was not to establish or to confirm factual matters set forth in the Registration Statement, the Time of Sale Information or the Prospectus as amended or supplemented and except as covered in the opinions in paragraphs (xi) and (xiv) above and in the final clause of paragraph (vi) above, such counsel has not undertaken to verify independently any of such factual matters and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Information or the Prospectus. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Time of Sale Information or the Prospectus involve matters of a non-legal nature. Subject to the foregoing and on the basis of the information such counsel gained in the course of performing the service referred to above, such counsel confirms to the underwriters that no facts have come to its attention that have caused it to believe that (i) the Registration Statement (other than the Trustee’s Statement of Eligibility on Form T-1, as to which this statement does not apply), when each part became effective under the Act (including the information, if any, deemed pursuant to Rule 430A, 430B or 430C of the Act to be part of the Registration Statement when it became effective under the Act), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, not misleading, that (ii) the Time of Sale Information, at the Time of Sale contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that (iii) the Prospectus as amended or supplemented, as of its date and the Time of Delivery, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided however, such counsel does not express any belief with respect to the historical and pro forma financial statements, financial schedules and other accounting, financial or statistical data or information or assessment of or reports on the effectiveness of internal control over financial reporting contained in the Registration Statement, the Time of Sale Information or the Prospectus or omitted therefrom.

          In rendering such opinion, in-house counsel may state that the opinion is limited to the laws of any jurisdiction in which such counsel is licensed to practice and the federal laws of the United States, and Robinson, Bradshaw & Hinson, P.A. may state that the opinion is limited to the laws of the States of New York and North Carolina and the federal laws of the United States;

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(d) On the date of the Pricing Agreement for such Designated Securities and at the Time of Delivery for such Designated Securities, Ernst & Young LLP, the independent accountants of the Company who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus shall have furnished to the Representatives a letter, dated the date of the Pricing Agreement, and a letter dated such Time of Delivery, respectively, to the effect set forth in Annex II hereto, and as to such other matters as the Representatives may reasonably request and in form and substance reasonably satisfactory to the Representatives;

(e) (i) The Company and its subsidiaries considered as a whole shall not, since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Information and the Prospectus, have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Time of Sale Information and the Prospectus (exclusive of any amendment or supplement after the Pricing Agreement), and (ii) since the respective dates as of which information is given in the Time of Sale Information and the Prospectus there shall not have been any change in the capital stock (except pursuant to any agreements or employee or director benefit plans referred to in the Time of Sale Information and the Prospectus) or increase in long-term debt of the Company and its subsidiaries considered as a whole or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries considered as a whole, otherwise than as set forth in the Time of Sale Information and the Prospectus (exclusive of any amendment or supplement after the Pricing Agreement), the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Time of Sale Information and the Prospectus;

(f) On or after the earlier of the Time of Sale and the date of the Pricing Agreement relating to the Designated Securities (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities;

(g) On or after the earlier of the Time of Sale and the date of the Pricing Agreement relating to the Designated Securities there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material

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limitation in trading in the Company’s securities on the New York Stock Exchange; (iii) a material adverse change in the financial markets in the United States; (iv) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (v) the outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this clause (g) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Time of Sale Information and the Prospectus as amended or supplemented; and

(h) The Company shall have furnished or caused to be furnished to the Representatives at the Time of Delivery for the Designated Securities a certificate or certificates of officers of the Company satisfactory to the Representatives stating that such officers have carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented and as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (f) of this Section and as to such other matters as the Representatives may reasonably request.

          10. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Preliminary Prospectus, the Registration Statement, the Prospectus , any Issuer Free Writing Prospectus or any Time of Sale Information as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information as amended or supplemented relating to such Securities.

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          (b) Each Underwriter severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information as amended or supplemented and any other prospectus relating to the Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

          (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party (i) shall not relieve the indemnifying party from liability under subsection (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without giving prior written notice to the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

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          (d) If the indemnification provided for in this Section 10 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint.

          (e) The obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 10 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same

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terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act.

          11. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Pricing Agreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Time of Sale Information or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement, the Time of Sale Information or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Underwriting Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

          (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed 10% of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the amount of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the amount of the Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

          (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Designated Securities which remains unpurchased exceeds 10% of the aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne

22

by the Company and the Underwriters as provided in Section 8 hereof and the indemnity and contribution agreements in Section 10 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

          12. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Underwriting Agreement or made by or on behalf of them, respectively, pursuant to this Underwriting Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities.

          13. If any Pricing Agreement shall be terminated pursuant to Section 11 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 8 and Section 10 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Section 8 and Section 10 hereof.

          14. In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

          All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement: Attention: Secretary. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

          15. This Underwriting Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Section 10 and Section 12 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Underwriting Agreement or any such Pricing Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

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          16. Time shall be of the essence of each Pricing Agreement. As used herein, “Business Day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

          17. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

          18. This Underwriting Agreement and each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. The execution of this Underwriting Agreement and any Pricing Agreement may be evidenced by an exchange of telegraph or facsimile communications or any other rapid transmission device designated to produce a written record of communications transmitted.

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          If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof.

Very truly yours, GOODRICH CORPORATION
By:
	Name:
	Title:
Accepted as of the date hereof: CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. CALYON SECURITIES (USA) INC. Acting on behalf of themselves and as the Representatives of the several Underwriters.
By:	Citigroup Global Markets Inc.
By:
	Name:
	Title:
By:	Deutsche Bank Securities Inc.
By:
	Name:
	Title:
By:
	Name:
	Title:
By:	Calyon Securities (USA) Inc.
By:
	Name:
	Title:

25

ANNEX I

Pricing Agreement

December 8, 2009

Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013

Deutsche Bank Securities Inc.
60 Wall St.
New York, NY 10005

Calyon Securities (USA) Inc.
1301 Avenue of the Americas
New York, NY 10019

Dear Sirs:

          Goodrich Corporation, a New York corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated December 8, 2009 (the “Underwriting Agreement”), between the Company on the one hand and each of you on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Designated Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Time of Sale Information and the Prospectus in Section 3 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Time of Sale Information and the Prospectus (each as therein defined) respectively, and also a representation and warranty as of the date of this Pricing Agreement in relation to the Time of Sale Information and the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Schedule III hereto sets forth the Time of Sale Information made available at the Time of Sale. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 14 of the Underwriting Agreement and the address of the Representatives referred to in such Section 14 are set forth at the end of Schedule II hereto.

          An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the Form heretofore delivered to you is now proposed to be filed with the Commission.

          Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

          If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof other than the Representatives.

Very truly yours, Goodrich Corporation
By:
	Name:
	Title:
Accepted as of the date hereof: Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Calyon Securities (USA) Inc. Acting on behalf of themselves and as the Representatives of the several Underwriters. Citigroup Global Markets Inc.
By:
	Name:
	Title:

2

Deutsche Bank Securities Inc.
By:
	Name:
	Title:
By:
	Name:
	Title:
Calyon Securities (USA) Inc.
By:
	Name:
	Title:

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SCHEDULE I

	Principal Amount of [• ]% Securities
Underwriter	to be Purchased
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Calyon Securities (USA) Inc.
Total

SCHEDULE II

Title of Designated Securities:

     % Notes due 200_

Aggregate principal amount:

$

Price to Public:

     % of the principal amount of the Designated Securities, plus accrued interest from       , 2009

Purchase Price by Underwriters:

     % of the principal amount of the Designated Securities, plus accrued interest from       , 2009

Specified funds for payment of purchase price:

Immediately available funds

Indenture:

Indenture dated May 1, 1991, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as Trustee

Maturity:

Interest Rate:

Interest Payment Dates:

Redemption Provisions:

Sinking Fund Provisions:

No sinking fund provisions

Time of Sale:      , 2009

Time of Delivery:       , 2009

Closing Location: Cravath, Swaine & Moore LLP, 825 Eighth Avenue, Worldwide Plaza, New York, NY 10019

Names and addresses of Representatives:

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Designated Representatives: Citigroup Global Markets Inc., Calyon Securities (U.S.A.) Inc and Deutsche Bank Securities Inc.

Address for Notices:	c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
	c/o Deutsche Bank Securities Inc. 60 Wall St. New York, NY 10005
	c/o Calyon Securities (USA) Inc. 1301 Avenue of the Americas New York, NY 10019

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SCHEDULE III

Issuer Free Writing Prospectuses

[to list each Issuer Free Writing Prospectus]

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SCHEDULE IV

Pricing Term Sheet

Issuer:	Goodrich Corporation
Size:	$_________
Security Type:	Senior Note
Maturity:	____________ ___, 20 ___
Coupon:	______%
Price to Public:	______% of face amount
Yield to maturity:	______%
Spread to Benchmark Treasury:	______%
Benchmark Treasury:	______
Benchmark Treasury Spot and Yield:	______ ______%
Interest Payment Dates:	______ and ______, commencing ______, 2009
Redemption Provisions:
Make-whole call	At any time at a discount rate of Treasury plus ___basis points
Trade Date:	_________ ___, 2009
Settlement Date:	_________ ___, 2009 (T+_)
CUSIP:
Ratings:
Underwriters:	Citigroup Global Markets Inc. Deutsche Bank Securities Inc Calyon Securities (USA) Inc.

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A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P.Morgan Securities Inc. collect at 1-212-834-4533, Banc of American Securities LLC at 1-800-294-1322 or UBS Securities LLC at 1-877-827-6444, ext. 561 3884.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

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ANNEX II

Pursuant to Section 9(d) of the Underwriting Agreement, Ernst & Young LLP shall furnish letters to the Underwriters to the effect that:

     (i) They are independent registered public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations hereunder;

     (ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, prospective financial statements and/or pro forma financial information) examined by them and included or incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, if applicable, and the related published rules and regulations hereunder; and, if applicable, they have made a review in accordance with standards established by the Public Company Accounting Oversight Board (United States) of the consolidated interim financial statements, selected financial data, pro forma financial information, prospective financial statements, and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been separately furnished to the Representatives;

     (iii) They have made a review in accordance with standards established by the Public Company Accounting Oversight Board (United States) of the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Time of Sale Information and the Prospectus as indicated in their reports thereon copies of which have been separately furnished to the Representatives; and on the basis of specified procedures including inquiries of officials of the Company who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statement referred to in paragraph (vi)(A)(i) below comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations, nothing came to their attention that caused them to believe that the unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the related published rules and regulations;

     (iv) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included in the Prospectus and included or incorporated by reference in Item 6 of the Company’s Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for

the five such fiscal years which were included or incorporated by reference in the Company’s Annual Reports on Form 10-K for such fiscal years;

     (v) They have compared the information in the Time of Sale Information and the Prospectus under the selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Items 301, 302, 402 and 503(d), respectively, of Regulation S-K;

     (vi) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Information and the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that:

     (A) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company’s Quarterly Reports on Form 10-Q incorporated by reference in the Time of Sale Information and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act as it applies to Form 10-Q and the related published rules and regulations hereunder or are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with the basis for the audited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company’s Annual Report on Form 10-K for the most recent fiscal year;

     (B) any other unaudited income statement data and balance sheet items included in the Time of Sale Information and the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for the most recent fiscal year;

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     (C) the unaudited financial statements which were not included in the Time of Sale Information and the Prospectus but from which were derived the unaudited condensed financial statements referred to in Clause (A) and any unaudited income statement data and balance sheet items included in the Time of Sale Information and the Prospectus and referred to in Clause (B) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Company’s Annual Report on Form 10-K for the most recent fiscal year;

     (D) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Time of Sale Information and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations hereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements;

     (E) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest balance sheet included or incorporated by reference in the Time of Sale Information and the Prospectus) or any increases in consolidated long-term debt of the Company and its subsidiaries, or any decreases in consolidated net current assets or net assets or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Time of Sale Information and the Prospectus, except in each case for changes, increases or decreases which the Time of Sale Information and the Prospectus disclose have occurred or may occur or which are described in such letter; and

     (F) for the period from the date of the latest financial statements included or incorporated by reference in the Time of Sale Information and the Prospectus to the specified date referred to in Clause (E) there were any decreases in consolidated net revenues or operating profit or the total or per share amounts of consolidated net income or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Time of Sale Information and the Prospectus disclose have occurred or may occur or which are described in such letter; and

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     (vii) In addition to the audit referred to in their report(s) included or incorporated by reference in the Time of Sale Information and the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (iv) above, they have carried out certain specified procedures, not constituting an examination in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Time of Sale Information and the Prospectus (excluding documents incorporated by reference), or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Representatives or in documents incorporated by reference in the Time of Sale Information and the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement.

          All references in this Annex II to the Prospectus shall be deemed to refer to the Prospectus (including the documents incorporated by reference therein) as defined in the Underwriting Agreement as of the date of the letter delivered on the date of the Pricing Agreement for purposes of such letter and to the Prospectus as amended or supplemented (including the documents incorporated by reference therein) in relation to the applicable Designated Securities for purposes of the letter delivered at the Time of Delivery for such Designated Securities.

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EX-4.1

Exhibit 4.1

EXECUTION COPY

EIGHTH SUPPLEMENTAL INDENTURE

     THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of December 11, 2009 (this “Supplemental Indenture”), is between Goodrich Corporation, a New York corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as trustee (the “Trustee”).

WITNESSETH

     WHEREAS, pursuant to the Indenture, dated as of May 1, 1991, between the Issuer and the Trustee, as successor trustee (the “Indenture”), the Issuer may from time to time issue and sell debt securities in one or more series;

     WHEREAS, the Issuer desires to create and authorize a series of 4.875% Notes due 2020 limited initially to $300,000,000 in aggregate principal amount (the “Notes”), and to provide the terms and conditions upon which the Notes are to be executed, registered, authenticated, issued and delivered, the Issuer has duly authorized the execution and delivery of this Supplemental Indenture;

     WHEREAS, the Notes are a series of Securities (as that term is defined in the Indenture) and are being issued under the Indenture, as supplemented by this Supplemental Indenture, and are subject to the terms contained therein and herein;

     WHEREAS, the Notes are to be substantially in the form attached hereto as Exhibit A;

     WHEREAS, the Issuer and the Trustee may enter into this Supplemental Indenture without the consent of the holders of the Securities Outstanding (as that term is defined in the Indenture) as of the date hereof pursuant to Sections 7.1(f) and 7.1(g) of the Indenture;

     WHEREAS, all acts and things necessary to make the Notes, when executed by the Issuer and authenticated and delivered by or on behalf of the Trustee as provided in this Supplemental Indenture, the valid, binding and legal obligations of the Issuer, and to make this Supplemental Indenture a legal, binding and enforceable agreement, have been done and performed;

     NOW, THEREFORE, in order to declare the terms and conditions upon which the Notes are executed, registered, authenticated, issued and delivered, and in consideration of the foregoing premises and the purchase of such Notes by the holders thereof, the Issuer and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the holders from time to time of the Notes, as follows:

     Section 1. Definitions. Terms used in this Supplemental Indenture and not defined herein shall have the respective meanings given such terms in the Indenture. As used in this Supplemental Indenture, unless a different meaning clearly appears from the context, the following terms shall have the meanings indicated below:

     “Book-Entry Notes” means those Notes for which a Securities Depository or its nominee is the holder.

     “Letter of Representations” means (i) the Blanket Letter of Representations dated December 6, 2002, executed by the Issuer and delivered to the Securities Depository and any amendments thereto, (ii) any successor blanket agreements between the Issuer and any successor Securities Depository, relating to a book-entry system to be maintained by the Securities Depository with respect to any bonds, notes or other obligations issued by the Issuer, including the Book-Entry Notes, or (iii) any successor agreements between the Issuer and the Trustee and any successor Securities Depository, relating to a book-entry system to be maintained by the Securities Depository with respect to the Notes.

     “Securities Depository” means a Person that is registered as a clearing agency under Section 17A of the Securities Exchange Act of 1934 or whose business is confined to the performance of the functions of a clearing agency with respect to exempted securities, as defined in Section 3(a)(12) of such Act for the purposes of Section 17A thereof.

     Section 2. Creation and Authorization of Series. There is hereby created and authorized the series of Notes entitled the “4.875% Notes Due 2020,” which shall be a series limited initially to $300,000,000 in aggregate principal amount. Notwithstanding the foregoing initial aggregate principal amount, the Issuer may, without the consent of the holders of the Notes, reopen this series of Notes and issue an unlimited amount of additional notes having the same ranking, interest rate, maturity and other terms as the Notes; provided, that, the Issuer may reopen this series of Notes only if the additional notes issued will be fungible with the Notes for United States federal income tax purposes. Any such additional notes, together with the Notes, will be consolidated with and constitute a single series of Securities under the Indenture.

     Section 3. Certain Provisions Applicable to the Notes.

     (a) Except as otherwise set forth herein and in the Notes, the terms of the Notes shall be as set forth in the Indenture, including those made part of the Indenture by reference to the Trust Indenture Act of 1939. Holders are referred to the Indenture and the Trust Indenture Act of 1939 for a statement of such terms.

     (b) The Notes shall include all of the terms in the form of the Notes attached hereto as Exhibit A.

     (c) The provisions of Section 10.5 of the Indenture entitled “Mandatory and Optional Sinking Funds” shall not be applicable to the Notes.

     Section 4. Securities Depository Provisions. The Notes shall be issued initially as Book-Entry Notes. All Book-Entry Notes shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The Issuer has executed and delivered a Letter of Representations to DTC. All payments of principal of, redemption premium, if any, and interest on the Book-Entry Notes and all notices with respect thereto, including notices of full or partial redemption, shall be made and given at the times and in the manner set out in the Letter of Representations. The terms and provisions of the Letter of

2

Representations shall govern in the event of any inconsistency between the provisions of the Indenture and the Letter of Representations. The Letter of Representations may be amended without consent of the holders of the Notes.

     The book-entry registration system for all of the Book-Entry Notes may be terminated and certificates delivered to and registered in the name of the beneficial owners of the Book- Entry Notes, under either of the following circumstances:

(a)	DTC notifies the Issuer and the Trustee that it is no longer willing or able to act as Securities Depository for the Book-Entry Notes and a successor Securities Depository for the Book-Entry Notes is not appointed by the Issuer within 90 days; or
(b)	The Issuer determines that the Book-Entry Notes are exchangeable.

     If a successor Securities Depository is appointed by the Issuer, the Book-Entry Notes will be registered in the name of such successor Securities Depository or its nominee. If certificates are required to be issued to beneficial owners of the Book-Entry Notes, the Trustee and the Issuer shall be fully protected in relying upon a certificate of DTC or any DTC participant as to the identity of and the principal amount of Book-Entry Notes held by such beneficial owners.

     The beneficial owners of the Book-Entry Notes will not receive physical delivery of certificates except as provided in this Supplemental Indenture. For so long as there is a Securities Depository for the Notes, all of such Notes shall be registered in the name of the nominee of the Securities Depository, all transfers of beneficial ownership interests in such Notes will be made in accordance with the rules of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Notes is to receive, hold or deliver any certificate. The Issuer and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in such Notes.

     The Issuer and the Trustee will recognize the Securities Depository or its nominee as the holder of the Book-Entry Notes for all purposes, including receipt of payments, notices and voting; provided the Trustee may recognize votes by or on behalf of beneficial owners as if such votes were made by holders of a related portion of the Notes when such votes are received in compliance with an omnibus proxy of the Securities Depository or otherwise pursuant to the rules of the Securities Depository or the provisions of the Letter of Representations or other comparable evidence delivered to the Trustee by the holders of the Notes.

     With respect to a Book-Entry Note, the Issuer and the Trustee shall be entitled to treat the Person in whose name such Note is registered as the absolute owner of such Note for all purposes of the Indenture, and neither the Issuer nor the Trustee shall have any responsibility or obligation to any beneficial owner of such Note. Without limiting the immediately preceding sentence, neither the Issuer nor the Trustee shall have any responsibility or obligation with respect to (a) the accuracy of the records of any Securities

3

Depository or any other Person with respect to any ownership interest in Book-Entry Notes, (b) the delivery to any Person, other than a holder of the Notes, of any notice with respect to Book-Entry Notes, including any notice of redemption or refunding, (c) the selection of the particular Notes or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of part of the Notes Outstanding or (d) the payment to any Person, other than a holder of the Notes, of any amount with respect to the principal of, redemption premium, if any, or interest on the Book-Entry Notes.

     Notwithstanding the provisions of Section 10.2 of the Indenture, in the event of a partial redemption of the Notes in accordance with the Indenture and this Supplemental Indenture, the Securities Depository for Book-Entry Notes shall select Notes for redemption according to its stated procedures. In selecting Book-Entry Notes for redemption, each Note shall be considered as representing that number of Notes which is obtained by dividing the principal amount of such Note by the minimum authorized denomination.

     Section 5. Effect of Supplemental Indenture. The provisions of this Supplemental Indenture are intended to supplement those of the Indenture as in effect immediately prior to the execution and delivery hereof. The Indenture shall remain in full force and effect except to the extent that the provisions of the Indenture are expressly modified by the terms of this Supplemental Indenture.

     Section 6. Governing Law. This Supplemental Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law.

     Section 7. Trustee Not Responsible for Recitals or Issuance of Notes. The recitals contained herein shall be taken as statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or of the Notes other than with respect to the Trustee’s authentication and execution. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof.

     Section 8. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act of 1939 that is required under such Act to be a part of and govern this Supplemental Indenture, the latter provisions shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act of 1939 that may be so modified or excluded, the latter provision shall be deemed to apply to this Supplemental Indenture as so modified or to be excluded, as the case may be.

     Section 9. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes; and all such counterparts shall together constitute but one and the same instrument.

[The remainder of this page is left blank intentionally.]

4

     IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

GOODRICH CORPORATION
By:
	Michael McAuley
	Vice President and Treasurer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:
	Christie Leppert
	Vice President

5

EXECUTION COPY

Exhibit A

GLOBAL GOODRICH NOTE

REGISTERED
No.	Principal Amount:

CUSIP: 382388 AW6

     Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

GOODRICH CORPORATION
4.875% NOTES DUE 2020

     GOODRICH CORPORATION, a corporation duly organized and existing under the laws of the State of New York (herein called the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $      , on March 1, 2020, and to pay interest thereon semi-annually on March 1 and September 1 (the “Interest Payment Dates”) in each year, commencing September 1, 2010, at the rate of 4.875 percent per annum until the principal hereof is paid or made available for payment. Notwithstanding the foregoing, this note (this “Security”) shall bear interest from the most recent Interest Payment Date to which interest in respect hereof has been paid or duly provided for, unless (i) the date hereof is such an Interest Payment Date, in which case from the date hereof, or (ii) no interest has been paid on this Security, in which case from December 11, 2009; provided, however, that if the Company shall default in the payment of interest due on the date hereof, then this Security shall bear interest from the next preceding Interest Payment Date to which Interest has been paid or, if no interest has been paid on this Security, from December 11, 2009. Notwithstanding the foregoing, if the date hereof is after the February 15 or August 15 (whether or not a Business Day) (the “Record Date”), as the case may be, next preceding an Interest Payment Date and before such Interest Payment Date, this Security shall bear interest from such Interest Payment Date; provided, however, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Security shall bear interest from the next preceding Interest Payment Date to which interest has been paid or, if no interest has been paid on this Security, from December 11, 2009. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Security is registered at the close of business on the Record Date next preceding such Interest Payment Date.

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     Payment of the principal of and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in New York City in such coin or currency of the United States of America as at the time is legal tender for the payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security register.

     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[The remainder of this page is left blank intentionally.]

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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

DATED:	GOODRICH CORPORATION
	By:
		Michael McAuley
		Vice President and Treasurer

Attest:

By:
	Sally L. Geib Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within- mentioned Indenture.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:
	Christie Leppert
	Vice President

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REVERSE OF SECURITY

GOODRICH CORPORATION
4.875% NOTES DUE 2020

     This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) issued and to be issued in one or more series under an Indenture, dated as of May 1, 1991, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (herein called the “Trustee”) and the Eighth Supplemental Indenture, dated as of December 11, 2009, between the Company and the Trustee (collectively, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of a series designated on the face hereof limited initially to $300,000,000 in aggregate principal amount. The separate series of Securities may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any), may be subject to different repayment provisions (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided in the Indenture. The Indenture further provides that the Securities of a single series may be issued at various times, with different maturity dates, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any) and may be subject to different repayment provisions (if any).

     Any payment required to be made with respect to this Security on a day that is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day, and no interest shall accrue for the period from and after such date to the date of payment.

     This Security is redeemable, in whole or in part, at any time from time to time, at the option of the Company, at a redemption price equal to the greater of (1) 100% of the principal amount of the Security and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of any payment of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to the redemption date.

     “Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities of the series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

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     “Comparable Treasury Price” means, with respect to any redemption date for the Securities of this series, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Deal Quotations.

     “Reference Treasury Dealer” means (i) Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Calyon Securities (USA) Inc. (or their respective affiliates which are Primary Treasury Dealers (as defined below)) and the respective successors of each of the foregoing; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States of America (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Company.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

     “Treasury Rate” means, with respect to any redemption date for the Securities of this series, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

     In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof having the same interest rate and maturity as this Security will be issued in the name of the holder hereof upon the cancellation hereof.

     Except as set forth above, the Securities of this series will not be redeemable by the Company prior to maturity and will not be entitled to the benefit of any sinking fund.

     If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem this Security as described above, the Company will be required to make an offer (the “Change of Control Offer”) to each holder of Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities on the terms set forth herein. In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to the date of the consummation of any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will be required to mail a notice to holders of Securities, with a copy to the Trustee, describing the

A-5

transaction or transactions that constitute or may constitute the Change of Control Triggering Event and offering to repurchase the Securities on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”) pursuant to the procedures described in such notice and in conformity with the Indenture.

     The notice shall, if mailed prior to the date of the consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice.

     On the Change of Control Payment Date the Company will be required, to the extent lawful, to: (a) accept for payment all Securities or portions of Securities properly tendered pursuant to the Change of Control Offer; (b) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Securities or portions of Securities properly tendered; and (c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of Securities being repurchased.

     The paying agent will promptly mail or electronically deliver to each holder of Securities properly tendered the purchase price for the Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided that each new Security will be in a principal amount of U.S. $2,000 or an integral multiple of U.S. $1,000 in excess thereof.

     The Company will not be required to make the Change of Control Offer upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

     The Company must comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Securities, the Company will comply with those securities laws and regulations and will not be deemed to have breached its obligations under the Indenture or the Change of Control Offer provisions of the Securities by virtue of any such conflicts.

A-6

     For purposes of the Change of Control Offer provisions, the following terms are applicable:

     “Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than the Company or one of its subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s Voting Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Company’s assets and the assets of its subsidiaries, taken as a whole, to one or more “Persons” (as that term is defined in the Indenture) (other than the Company or one of its subsidiaries); or (3) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no Person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

     “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

     “Continuing Directors” means, as of any date of determination, any member of the Company’s Board of Directors who (1) was a member of such Board of Directors on the date the Securities were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by us.

     “Moody’s” means Moody’s Investors Service Inc.

     “Rating Agencies” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities

A-7

publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

     “Rating Event” means the rating on the Securities is lowered by each of the Rating Agencies and the Securities are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of the Securities is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (1) the occurrence of a Change of Control and (2) public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control; provided, however, that a Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Company or its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event).

     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

     “Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors or similar governing body of such person.

     If an Event of Default with respect to Securities of this series shall occur and be continuing, then the Trustee or the holders of not less than 25% in aggregate principal amount (calculated as provided in the Indenture) of the Securities of this series then Outstanding may declare the principal of the Securities of this series and accrued interest thereon, if any, to be due and payable in the manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the amendment or supplementing thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount (calculated as provided in the Indenture) of the Securities at the time Outstanding of all series to be affected (all such series voting as a single class). The Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount (calculated as provided in the Indenture) of the Securities of each series at the time Outstanding, on behalf of the holders of all Securities of

A-8

such series, to waive certain past defaults or Events of Default under the Indenture and the consequences of any such defaults or Events of Default. Any such consent or waiver by the holder of this Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest, if any, on this Security at the times, place, and rate, if any, and in the coin or currency, herein prescribed.

     The Securities of this series are being issued by means of a book-entry system with no physical distribution of note certificates to be made except as provided in the Indenture. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Security is registrable in the Security register, upon due presentment of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, having the same interest rate and maturity and bearing interest from the same date as this Security, of any authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and whole multiples of $1,000. As provided in the Indenture and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination having the same interest rate and maturity and bearing interest from the same date as such Securities, as requested by the holder surrendering the same.

     No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue and notwithstanding any notation of ownership or other writing thereon, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All payments made to or upon the order of such registered holder, shall, to the extent of the sum or sums paid, effectually satisfy and discharge liability for monies payable on this Security.

     No recourse for the payment of the principal of or interest, if any, on this Security, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon

A-9

any obligation, covenant or agreement of the Company in the Indenture or any indenture supplement thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, official or director, as such, past, present, or future, of the Company or of any successor entity, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

     All terms used in this Security and not otherwise defined herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

     This Security shall be governed by and construed in accordance with the laws of the State of New York.

A-10

     FOR VALUE RECEIVED,                                          the undersigned hereby sells, assigns and transfers unto

[PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER OF ASSIGNEE]

!
!
!

[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OR ASSIGNEE]

the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints                      attorney to transfer the within Security on the books kept for registration thereof, with full power of substitution in the premises.

Dated:                                         

NOTICE:
	The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatever.

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EX-5.1

Exhibit 5.1

ROBINSON BRADSHAW & HINSON

December 10, 2009

Goodrich Corporation
Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217

Ladies and Gentlemen:

     We have acted as counsel to Goodrich Corporation, a New York corporation (the “Company”), in connection with an automatic shelf registration statement on Form S-3 (file no. 333-154778) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance and sale from time to time by the Company of its debt securities, series preferred stock, common stock, stock purchase contracts and stock purchase units.

     The Company has entered into an Underwriting Agreement, dated as of December 8, 2009, between the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Calyon Securities (USA) Inc. (the “Representatives”), and a related Pricing Agreement, dated as of December 8, 2009 (the “Pricing Agreement”), between the Company and the Representatives, as representatives of the several underwriters named therein (the “Pricing Agreement”), relating to the issuance and sale by the Company of $300,000,000 principal amount of 4.875% Notes due 2020 (the “Notes”). The Company will issue the Notes under an Indenture, dated as of May 1, 1991, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank, as Trustee (the “Indenture”), and related Eighth Supplemental Indenture with respect to the Notes (the “Supplemental Indenture”). The Company proposes to issue the Notes pursuant to the Registration Statement, the Preliminary Prospectus Supplement, dated December 8, 2009, to the Prospectus dated October 28, 2008 (the “Preliminary Prospectus”), the Pricing Term Sheet, dated December 8, 2009, relating to the Preliminary Prospectus, and the Prospectus Supplement, dated December 8, 2009, to the Prospectus dated October 28, 2008 (the “Final Prospectus”). The Company intends to file a Current Report on Form 8-K with respect to the offer and sale of the Notes (the “Form 8-K”).

     This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act.

     In connection with these opinions, we have examined original, certified, conformed, facsimile, photographic or electronic copies, certified or otherwise identified to our satisfaction,

Attorneys at Law
101 North Tryon St., Suite 1900, Charlotte, NC 28246
Charlotte, NC            Chapel Hill, NC            Rock Hill, SC
www.rbh.com

Goodrich Corporation
December 10, 2009
Page 2

of such records, documents, certificates and instruments as we have deemed necessary and appropriate to enable us to render the opinions expressed below.

     In such review, we have assumed the genuineness of all signatures, the capacity of all natural persons, the authenticity of all documents and certificates submitted to us as originals or duplicate originals, the conformity to original documents and certificates of the documents and certificates submitted to us as certified, photostatic, conformed, facsimile or electronic copies, the authenticity of the originals of such latter documents and certificates, the accuracy and completeness of all statements contained in all such documents and certificates, and the integrity and completeness of the minute books and records of the Company to the date hereof. As to all questions of fact material to the opinions expressed herein that have not been independently established, we have relied, without investigation or analysis of any underlying data, upon certificates and statements of public officials and representatives of the Company.

     Based upon the foregoing, and subject to all of the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Notes, when duly executed, authenticated, issued, delivered and paid for in accordance with the provisions of the Indenture, the Supplemental Indenture, the Underwriting Agreement and the Pricing Agreement, will constitute legal, valid and binding obligations of the Company.

     In rendering the opinions set forth above, we express no opinion as to the laws of any jurisdiction other than the laws of the State of North Carolina, the laws of the State of New York, and the federal laws of the United States of America.

     We are members of the Bar of North Carolina and do not purport to be experts in the laws of any jurisdiction other than the laws of the State of North Carolina and the federal laws of the United States of America. To the extent the foregoing opinions involve matters arising under the laws of the State of New York, they are given by lawyers in our firm who are licensed to practice in New York.

     We consent to the filing of this opinion as an exhibit to the Company’s Form 8-K incorporated by reference in the Registration Statement and to the reference to our firm under the caption “Legal Opinions” and “Legal Matters” in the Registration Statement, the Preliminary Prospectus and the Final Prospectus. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or that this consent is required by Section 7 of the Act.

Very truly yours.


ROBINSON, BRADSHAW & HINSON, P.A.
 

/s/ Robinson, Bradshaw & Hinson, P.A.  

EX-10.1

Exhibit 10.1

AMENDMENT TO STOCK OPTION AWARD AGREEMENTS

THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933.

     THIS FIRST AMENDMENT made as of the ___day of                     , 200     is made to certain Stock Option Award Agreements (the “Agreements”) by and between Goodrich Corporation, a New York corporation (the “Company”), and                      (the “Optionee”) as described in this Amendment. For purposes of this Amendment, all capitalized terms not defined herein shall have the meanings ascribed thereto under the terms of the Goodrich Corporation 2001 Equity Compensation Plan (as amended, the “Plan”) or the Agreements, unless otherwise noted.

     WHEREAS, the Company and the Optionee desire to mutually amend certain Agreements.

     NOW THEREFORE, in consideration of the mutual covenants contained in this agreement, the Company and the Optionee agree as follows:

I.

     If as of the date of this Amendment, the Optionee has any outstanding but unexercised stock options granted under any of the following Agreements, then the Agreements are amended effective as of the date of this Amendment as provided in this Amendment:

1.	Stock Option Award dated January 2, 2003 (“2003 Agreement”)
2.	Equity Award Letter dated February 17, 2004 (“2004 Agreement”)
3.	Stock Option Award Agreement dated January 3, 2005 (“2005 Agreement”)
4.	Stock Option Award Agreement dated January 3, 2006 (“2006 Agreement”)
5.	Stock Option Award Agreement dated January 3, 2007 (“2007 Agreement”)
6.	Stock Option Award Agreement dated January 2, 2008 (“2008 Agreement”)
7.	Stock Option Award Agreement dated January 2, 2009 (“2009 Agreement”)

II.

     The second and last sentences of Section 5 of the 2003 Agreement are hereby deleted and the following inserted in lieu thereof:

Such privilege to purchase shares may be exercised by you at any time but, (i) with respect to options that were vested at the time your employment terminated, such options must be exercised no later than either the date that is five (5) years after the date your employment with the Company terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate, and (ii) with respect to options that were not vested at the time your employment terminates, such options must be exercised no later than either the date that is five (5) years after the date such portion of the option vests pursuant to Section 1 hereof or the Expiration Date, whichever occurs first, and thereafter shall terminate.

III.

     The following is hereby added to the end of Section, Stock Options, of the 2004 Agreement:

The privilege to purchase shares may be exercised by you at any time but, (i) with respect to options that were vested at the time your employment terminated, such options must be exercised no later than either the date that is five (5) years after the date your employment with the Company terminates or the date that is ten (10) years after the grant date, whichever occurs first, and thereafter shall terminate, and (ii) with respect to options that were not vested at the time your employment terminates, such options must be exercised no later than either the date that is five (5) years after the date such portion of the option vests pursuant to this Section, Stock Options, hereof or the date that is ten (10) years after the grant date, whichever occurs first, and thereafter shall terminate.

IV.

     Section 5(b) of the 2005 Agreement is hereby deleted and the following inserted in lieu thereof:

(b) If Optionee’s employment with the Company or a subsidiary corporation terminates prior to the Expiration Date, and at such time the Optionee is eligible for early retirement but has not yet reached the Optionee’s Normal Retirement Date, as such terms are defined in the Goodrich Corporation Employees’ Pension Plan (or as defined in a subsidiary company’s salaried pension plan in the event Optionee’s pension benefits are received solely from the subsidiary’s plan) in effect at the time of Optionee’s termination of employment, then all unvested options shall continue to vest in accordance with Section 4 hereof. Optionee’s privilege to purchase shares may be exercised by Optionee at any time but, (i) with respect to options that were vested at the time Optionee’s employment terminated, such options must be exercised no later than either the date that is five (5) years after the date Optionee’s employment with the Company terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate, and (ii) with respect to options that were not vested at the time Optionee’s employment terminates, such options must be exercised no later than either the date that is five (5) years after the date such portion of the option vests pursuant to Section 4 hereof or the Expiration Date, whichever occurs first, and thereafter shall terminate.

V.

     Section 5(b) of the 2006 Agreement is hereby deleted and the following inserted in lieu thereof:

(b) If Optionee’s employment with the Company or a subsidiary corporation terminates prior to the Expiration Date, and at such time the Optionee is eligible for early retirement but has not yet reached the Optionee’s Normal Retirement Date, as such terms are defined in the Goodrich Corporation Employees’ Pension Plan (or as defined in a subsidiary company’s salaried pension plan in the event Optionee’s pension benefits are received solely from the subsidiary’s plan) in effect at the time of Optionee’s termination of employment, then all unvested options shall continue to vest in accordance with Section 4 hereof. Optionee’s privilege to purchase shares may be exercised by Optionee

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at any time but, (i) with respect to options that were vested at the time Optionee’s employment terminated, such options must be exercised no later than either the date that is five (5) years after the date Optionee’s employment with the Company terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate, and (ii) with respect to options that were not vested at the time Optionee’s employment terminates, such options must be exercised no later than either the date that is five (5) years after the date such portion of the option vests pursuant to Section 4 hereof or the Expiration Date, whichever occurs first, and thereafter shall terminate.

VI.

     Section 5(b) of the 2007 Agreement is hereby deleted and the following inserted in lieu thereof:

(b) If Optionee’s employment with the Company or a subsidiary terminates prior to the Expiration Date, and at such time the Optionee is eligible for early retirement but has not yet reached the Optionee’s Normal Retirement Date, as such terms are defined in the Goodrich Corporation Employees’ Pension Plan (or as defined in a subsidiary company’s salaried pension plan in the event Optionee’s pension benefits are received solely from the subsidiary’s plan) in effect at the time of Optionee’s termination of employment, then all unvested options shall continue to vest in accordance with Section 4 hereof. Optionee’s privilege to purchase shares may be exercised by Optionee at any time but, (i) with respect to options that were vested at the time Optionee’s employment terminated, such options must be exercised no later than either the date that is five (5) years after the date Optionee’s employment with the Company terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate, and (ii) with respect to options that were not vested at the time Optionee’s employment terminates, such options must be exercised no later than either the date that is five (5) years after the date such portion of the option vests pursuant to Section 4 hereof or the Expiration Date, whichever occurs first, and thereafter shall terminate.

VII.

     The first sentence of Section 5(b) of the 2008 Agreement is hereby deleted and the following inserted in lieu thereof:

(b) If Optionee’s employment with the Company or a subsidiary terminates prior to the Expiration Date, and at such time the Optionee is eligible for early retirement but has not yet reached the Optionee’s Normal Retirement Date, as such terms are defined in the Goodrich Corporation Employees’ Pension Plan (or would be eligible for early retirement but has not yet reached the Optionee’s Normal Retirement Date under such plan if Optionee was a participant in such plan or as defined in a subsidiary company’s salaried pension plan in the event Optionee’s pension benefits are received solely from the subsidiary’s plan) in effect at the time of Optionee’s termination of employment, then all unvested options shall continue to vest in accordance with Section 4 hereof. Optionee’s privilege to purchase shares may be exercised by Optionee at any time but, (i) with respect to options that were vested at the time Optionee’s employment terminated, such options must be exercised no later than either the date that is five (5) years after the date Optionee’s employment with the Company terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate, and (ii) with respect to options that were not vested at the time Optionee’s employment terminates, such options must be exercised no

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later than either the date that is five (5) years after the date such portion of the option vests pursuant to Section 4 hereof or the Expiration Date, whichever occurs first, and thereafter shall terminate.

VIII.

     The first sentence of Section 5(b) of the 2009 Agreement is hereby deleted and the following inserted in lieu thereof:

(b) If Optionee’s employment with the Company or a subsidiary terminates prior to the Expiration Date, and at such time the Optionee is eligible for early retirement but has not yet reached the Optionee’s Normal Retirement Date, as such terms are defined in the Goodrich Corporation Employees’ Pension Plan (or would be eligible for early retirement but has not yet reached the Optionee’s Normal Retirement Date under such plan if Optionee was a participant in such plan or as defined in a subsidiary company’s salaried pension plan in the event Optionee’s pension benefits are received solely from the subsidiary’s plan) in effect at the time of Optionee’s termination of employment, then all unvested options shall continue to vest in accordance with Section 4 hereof. Optionee’s privilege to purchase             shares may be exercised by Optionee at any time but, (i) with respect to options that were vested at the time Optionee’s employment terminated, such options must be exercised no later than either the date that is five (5) years after the date Optionee’s employment with the Company terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate, and (ii) with respect to options that were not vested at the time Optionee’s employment terminates, such options must be exercised no later than either the date that is five (5) years after the date such portion of the option vests pursuant to Section 4 hereof or the Expiration Date, whichever occurs first, and thereafter shall terminate.

     IN WITNESS WHEREOF, the parties agree to the terms and conditions stated herein by signing and returning to the Company the attached copy hereof.

GOODRICH CORPORATION
By:
	Vice President

Accepted by:

(Employee’s name)

Date

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EX-10.2

Exhibit 10.2

STOCK OPTION AWARD AGREEMENT
(EXECUTIVE)

THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933.

     THIS STOCK OPTION AWARD AGREEMENT (hereinafter, the “Agreement”) is made as of this       day of             ,      , by and between Goodrich Corporation, a New York corporation (the “Company”), and                  (the “Optionee”). For the purposes of this Agreement, all capitalized terms not defined herein shall have the meanings ascribed thereto under the terms of the Goodrich Corporation 2001 Equity Compensation Plan (as amended, the “Plan”), unless otherwise noted.

     WHEREAS, Optionee is employed by the Company or its subsidiaries, as defined in the Plan; and

     WHEREAS, the Company wishes to grant to Optionee an award of stock options under the Plan, subject to the conditions and restrictions set forth in the Plan and this Agreement.

     NOW THEREFORE, in consideration of the mutual covenants contained in this agreement, the parties agree as follows:

     1. Grant of Options. The Committee has granted to Optionee as of ______ (the “Grant Date”), ______ options to purchase shares of common stock, par value $5.00 per share, of the Company (“Common Stock”), upon the terms and conditions set forth in this Agreement and the Plan. The options granted under this Agreement are intended to be non-statutory stock options.

     2. Exercise Price. The exercise price of the shares of Common Stock covered by the option shall be ______ per share. This option price represents 100% of the Fair Market Value of the Common Stock on the date of grant, as calculated under the Plan.

     3. Term of Option. The term of the options shall be ten (10) years from the date hereof, subject to earlier termination as provided in Section 5. The date which is ten (10) years after the Grant Date shall be termed the “Expiration Date”.

     4. Vesting of Options. The options granted hereunder will be deemed vested upon Optionee’s continued employment with the Company or one of the Company’s subsidiaries on the dates set forth in the following schedule:

One (1) year from the Grant Date hereof	33 1/3% of the options
Two (2) years from the Grant Date hereof	66 2/3% of the options
Three (3) years from the Grant Date hereof	100% of the options

     5. Restrictions on Certain Terminations and Post-Employment Exercise of Options.

     (a) Subject to the provisions of Section 5(c) hereof, if Optionee’s employment with the Company (which, for purposes of this Section 5, includes any subsidiary of the Company) terminates prior

to the Expiration Date, and at such time the Optionee is eligible for retirement at the Normal Retirement Date, as defined in the Goodrich Corporation Employees’ Pension Plan (or would be eligible for retirement at the Normal Retirement Date under such plan if Optionee was a participant in such plan) in effect at the time of Optionee’s termination of employment, then all unvested options shall vest immediately upon such termination and Optionee’s privilege to purchase shares may be exercised by Optionee at any time but in no event later than either the date which is five (5) years after the date Optionee’s employment with the Company terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate.

     (b) Subject to the provisions of Section 5(c) hereof, if Optionee’s employment with the Company terminates prior to the Expiration Date and at such time Optionee does not satisfy the requirement set forth in Section 5(a) hereof, but (i) Optionee is at least 62 years old and (ii) Optionee has at least five (5) years of service with the Company, then all unvested options shall continue to vest in accordance with Section 4 hereof (provided that the requirement of Optionee’s continued employment set forth in Section 4 will no longer apply). Optionee’s privilege to purchase shares may be exercised by Optionee at any time but, (i) with respect to options that were vested at the time Optionee’s employment terminated, such options must be exercised no later than either the date that is five (5) years after the date Optionee’s employment with the Company terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate, and (ii) with respect to options that were not vested at the time Optionee’s employment terminates, such options must be exercised no later than either the date that is five (5) years after the date such portion of the option vests pursuant to Section 4 hereof or the Expiration Date, whichever occurs first, and thereafter shall terminate.

     (c) If after the Grant Date but prior to the end of the calendar year in which the Grant Date occurs, and prior to the vesting of any such options, Optionee’s employment with the Company terminates for any reason (other than permanent and total disability as provided in Section 5(d) or death as provided in Section 5(e)), then the number of options awarded under this Agreement shall be reduced, as of the date immediately preceding such date of termination, by multiplying the number of options granted pursuant to Section 1 hereof by a fraction, the numerator of which shall be the number of full or partial months of employment that Optionee has completed with the Company between the Grant Date and the date of termination, and the denominator shall be the number of full or partial months between the Grant Date and the end of the calendar year in which the Grant Date occurs.

     If Optionee’s employment with the Company terminates prior to the Expiration Date, and at such time (i) the Optionee is at least 55 years old but less than 62 years old and (ii) the Optionee has at least five (5) years of service with the Company, then the vesting of all options shall be suspended for a six-month period following the date of the Optionee’s termination, during which time the Committee shall have the opportunity to make one of the following determinations:

          (1) The Optionee, directly, indirectly, or otherwise, has entered into a transaction such that the Optionee owns, manages, operates, controls, serves as a consultant to, becomes employed by, participates in, or becomes connected, in any manner, with the ownership management, operation, or control of any business that competes with the Company or any of its affiliates, as determined by the Committee in its sole discretion.

          (2) The Optionee did not give the Company timely notification of the Optionee’s termination of employment so as to allow the Company appropriate time for orderly succession.

2

          (3) The Optionee, during the term of the Optionee’s employment with the Company, engaged in “financial malfeasance” which, for purposes of this Agreement, includes (i) any act of dishonesty by the Optionee resulting, or intended to result, directly or indirectly, in gain or personal enrichment at the expense of, or to the detriment of, the Company or (ii) any fraudulent or intentional misconduct of Optionee that contributes, directly or indirectly, to a material misstatement of the financial performance of the Company, including any material misstatement of earnings, revenues, gains, or expenses.

          If the Committee makes one or more of the above determinations, any stock options that were not vested as of the date of Optionee’s termination of employment will be cancelled. If the Committee does not make any of the above determinations, all unvested options shall continue to vest in accordance with Section 4 hereof (provided that the requirement of Optionee’s continued employment set forth in Section 4 will no longer apply) and vesting credit shall be given for the period during which vesting was suspended. Optionee’s privilege to purchase shares may be exercised by Optionee at any time but, (i) with respect to options that were vested at the time Optionee’s employment terminated, such options must be exercised no later than either the date that is five (5) years after the date Optionee’s employment with the Company terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate, and (ii) with respect to options that were not vested at the time Optionee’s employment terminates, such options must be exercised no later than either the date that is five (5) years after the date such portion of the option vests pursuant to Section 4 hereof or the Expiration Date, whichever occurs first, and thereafter shall terminate.

     (d) Notwithstanding any provisions of this Agreement to the contrary, if Optionee’s employment with the Company terminates prior to the Expiration Date by reason of permanent and total disability, then all unvested options shall vest immediately upon such termination and Optionee’s privilege to purchase shares may be exercised by Optionee at any time but in no event later than either the date which is five (5) years after the date Optionee’s employment terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate.

     (e) Notwithstanding any provisions of this Agreement to the contrary, if Optionee’s employment with the Company terminates prior to the Expiration Date by reason of death, then all unvested options shall vest immediately upon such termination and Optionee’s privilege to purchase shares may be exercised by Optionee’s beneficiary (as defined under Section 8) at any time but in no event later than either the date that is five (5) years after the date Optionee’s employment terminates or the Expiration Date, whichever occurs first, and thereafter shall terminate.

     (f) If Optionee’s employment with the Company terminates for any reason other than death or permanent and total disability or at a time when Optionee is not eligible for retirement, in each case as referred to above in Sections 5 (a)-(e), then Optionee’s privilege to purchase shares pursuant to options that are vested as of the date of termination may be exercised by Optionee at any time within ninety (90) days of the termination of Optionee’s employment, but in no event later than the Expiration Date, and thereafter shall terminate. All options that are not vested as of the date of termination shall be cancelled as of such date.

     (g) In the event of a Change in Control, the options granted under this Agreement shall vest immediately upon such Change in Control and shall remain exercisable by Optionee until the earlier of (i) the date two years after the Change in Control effective date or (ii) the Expiration Date.

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     (h) Notwithstanding any provisions of this Agreement to the contrary, if Optionee’s employment with the Company or any of its subsidiaries is terminated for Cause, as defined herein, the Committee may, in its sole discretion, immediately terminate the options granted under this Agreement that have not yet become vested as of any date prior to the date of such termination. For the purpose of this Agreement, “Cause” shall mean a termination of employment by the Company due to (i) the violation by the Optionee of any rule, regulation, or policy of the Company, including the Company’s Business Code of Conduct; (ii) the failure by the Optionee to meet any requirement reasonably imposed upon such employee by the Company as a condition of continued employment; (iii) the violation by the Optionee of any Federal, State or local law or regulation; (iv) the commission by the Optionee of an act of fraud, theft, misappropriation of funds, dishonesty, bad faith or disloyalty; (v) the failure by the Optionee to perform consistently the duties of the position held by such employee in a manner which satisfies the expectations of the Company after such Optionee has been provided written notice of performance deficiencies and a reasonable opportunity to correct those deficiencies; or (vi) the dereliction or neglect by the Optionee in the performance of such employee’s job duties.

     6. Method of Exercising Option. The option hereby granted may be exercised at any time as to all or any of the shares then purchasable in accordance with this Agreement by payment in full therefor, at the corporate offices of the Company, either in (a) cash (including check, bank draft money order, or wire transfer) or (b) by delivering Common Stock owned of record by Optionee, or a combination of cash and Common Stock owned of record by Optionee. The fair market value of the Common Stock so delivered shall be the arithmetic mean of the high and low price of the Common Stock on the New York Stock Exchange-Composite Transactions listing on the exercise date (as of 4:00 p.m. Eastern Time). The utilization of Common Stock to pay all or any part of the option price shall be subject to any rules and conditions issued by the Board or the Committee. Upon receipt of such payment and payment of any required withholding taxes, the Company will issue, sell, and deliver fully paid and nonassessable shares of Common Stock in the amount for which payment is so made. As soon as practicable after such payment, the Company shall either transfer physical possession of a certificate or certificates representing the shares of Common Stock so purchased or provide for book entry transfer of such shares to the Optionee.

     7. Optionee’s Alternative to Exercising Options.

     (a) In the event of a Change in Control, and as an alternative to the exercise provisions contained above, Optionee may, under certain limited conditions hereinafter set forth, elect to surrender and terminate the option granted herein as to all or any of the shares then purchasable in accordance with this Agreement and receive cash from the Company.

     (b) A written application containing an election to exercise this Section 7 alternative must be submitted to the Secretary of the Company, or his or her designee, during the period that commences on the date on which a Change in Control occurs and ends on the 60^th day thereafter.

     (c) The amount of cash paid upon exercise of this Section 7 alternative shall equal the total number of option shares surrendered multiplied by the amount by which the fair market value of a share of the Company’s Common Stock on the date of exercise exceeds the option price. The fair market value of Common Stock, for purposes of this paragraph, shall be the arithmetic mean of the high and low prices of the Common Stock as reported on the New York Stock Exchange-Composite Transactions listing (or

4

similar report) on the exercise date (as of 4:00 p.m. Eastern Time) as determined in this Section 7(c), or, if no sale was made on such date, then on the next preceding day on which a sale was made.

     (d) This Section 7 alternative shall not be available more than six months after (i) Optionee’s retirement from the Company or one of its subsidiaries, or (ii) Optionee ceases to be considered an “executive officer” of the Company and therefore subject to Section 16(b) of the Exchange Act.

     8. Assignability/Beneficiary. The rights of Optionee, contingent or otherwise, in the options cannot and shall not be sold, assigned or pledged or otherwise transferred or encumbered other than by will or by the laws of descent and distribution. Optionee may designate a beneficiary or beneficiaries to exercise any rights or receive any benefits that are due under Section 5(f) following Optionee’s death. To be effective, such designation must be made in accordance with such rules and on such form as prescribed by the Company’s corporate compensation group for such purpose the completed form must be received by the Company’s corporate compensation group or its designee before Optionee’s death. If Optionee fails to designate a beneficiary, or if no designated beneficiary survives Optionee’s death, Optionee’s estate shall be deemed Optionee’s beneficiary.

     9. Rights as a Shareholder. Neither Optionee nor his/her beneficiary or legal representative shall be, or have any rights of, a shareholder of the Company or have any right to notice of meetings of shareholders or of any other proceedings of the Company prior to the transfer of shares to such Optionee pursuant to the exercise of an option.

     10. Changes in Capital Structure. The number of options covered by this Agreement and the exercise price thereof will be adjusted appropriately in the event of any stock split, stock dividend, combination of shares, merger, consolidation, reorganization, or other change in the nature of the shares of Common Stock in the same manner in which other outstanding shares of Common Stock not subject to the Plan are adjusted.

     11. Governing Law. The grant and exercise of this option is subject to the condition that this option, together with any other options granted on the Grant Date, will conform with any applicable provisions of any State or Federal law or regulation in force either at the time of grant of the option or the exercise thereof. The Committee and the Board reserve the right pursuant to the condition mentioned in this Section 11 to terminate all or a portion of this option if, in the opinion of the Committee and the Board, this option or the exercise thereof does not conform with any such applicable State or Federal law or regulation and such nonconformance shall cause material harm to the Company.

     This option shall not be exercisable if such exercise would violate:

(a)	Any applicable State securities law;
(b)	Any applicable registration or other requirements under the Securities Act of 1933, as amended (the “Act”), the Securities Exchange Act of 1934, as amended, or applicable listing requirements of any stock exchange; or
(c)	Any applicable legal requirement of any other governmental authority.

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     The Company agrees to make reasonable efforts to comply with the foregoing laws and requirements so as to permit the exercise of this option. Furthermore, if a registration statement with respect to the shares to be issued upon the exercise of this option is not in effect or if counsel for the Company deems it necessary or desirable in order to avoid possible violation of the Act, the Company may require, as a condition to its issuance and delivery of certificates for the shares, the delivery to the Company of a commitment in writing by the person exercising the option that at the time of such exercise it is such person’s intention to acquire such shares for such person’s own account for investment only and not with a view to, or for resale in connection with, the distribution thereof; that such person understands the shares may be “restricted securities” as defined in Rule 144 of the Securities and Exchange Commission; and that any resale, transfer or other disposition of such shares will be accomplished only in compliance with Rule 144, the Act, or the other rules and regulations thereunder. The Company may place on the certificates evidencing such shares an appropriate legend reflecting the aforesaid commitment and the Company may refuse to permit transfer of such certificates until it has been furnished evidence satisfactory to it that no violation of the Act or the rules and regulations thereunder would be involved in such transfer.

     This Agreement is to be governed by the laws of the State of New York, without regard to conflicts of laws principles thereof.

     12. Tax Reporting and Withholding. Optionee’s ability to exercise Optionee’s options and to receive the benefits of such exercise is contingent upon Optionee’s agreement that Optionee will remit to the Company any taxes that the Company is required by law to collect from Optionee. The Company reserves the right to deduct from the total number of shares purchased by Optionee pursuant to the exercise of the options the number of shares the fair market value (as defined in Section 6 hereof) of which equals any tax withholding obligation that the Company has upon Optionee’s exercise of the option. The Company also reserves the right to require that any such taxes be remitted to the Company from the proceeds of the sale of any stock acquired by Optionee through exercise of the option by any stock broker effecting such sale. The Company and its subsidiaries reserve the right to report such income in connection with the exercise of this option as they determine in their sole discretion to be appropriate under applicable laws.

     13. Continued Employment. Nothing contained herein shall be construed as conferring upon the Optionee the right to continue in the employ of the Company or any of its subsidiaries as an executive or in any other capacity.

     14. Parties to Agreement. This Agreement and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All decisions or interpretations of the Board and of the Committee shall be binding and conclusive upon Optionee or upon Optionee’s executors or administrators or beneficiary upon any question arising hereunder or under the Plan. This Agreement will constitute an agreement between the Company and the Optionee as of the date first above written, which shall bind and inure to the benefit of their respective executors, administrators, beneficiaries, successors and assigns.

     15. Modification. No change, termination, waiver or modification of this Agreement will be valid unless in writing and signed by all of the parties to this Agreement.

     16. Consent to Jurisdiction. Optionee hereby consents to the jurisdiction of any State or Federal court located in the county in which the principal executive office of the Company is then located

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for purposes of the enforcement of this Agreement and waives personal service of any and all process upon Optionee. The Optionee waives any objection to venue of any action instituted under this Agreement.

     17. Notices. All notices, designations, consents, offers or any other communications provided for in this Agreement must be given in writing, personally delivered, or by facsimile transmission with an appropriate written confirmation of receipt, by nationally recognized overnight courier or by U.S. mail. Notice to the Company is to be addressed to its then principal office. Notice to the Optionee or any transferee is to be addressed to his/her/its respective address as it appears in the records of the Company, or to such other address as may be designated by the receiving party by notice in writing to the Secretary of the Company.

     18. Further Assurances. At any time, and from time to time after executing this Agreement, the Optionee will execute such additional instruments and take such actions as may be reasonably requested by the Company to confirm or perfect or otherwise to carry out the intent and purpose of this Agreement.

     19. Provisions Severable. If any provision of this Agreement is invalid or unenforceable, it shall not affect the other provisions, and this Agreement shall remain in effect as though the invalid or unenforceable provisions were omitted. Upon a determination that any term or other provision is invalid or unenforceable, the Company shall in good faith modify this Agreement so as to effect the original intent of the parties as closely as possible.

     20. Exemption From Liability. Neither the Company, any subsidiary, the Board, the Committee, nor any of their delegates shall be held liable for any taxes, penalties, or other monetary amounts owed by Optionee, his executors, administrators, or beneficiaries, or any other person, as a result of the grant, modification, amendment, or exercise of an option, or the adoption, modification, amendment, or administration of the Plan.

     21. Captions. Captions herein are for convenience of reference only and shall not be considered in construing this Agreement.

     22. Entire Agreement. This Agreement represents the parties’ entire understanding and agreement with respect to the issuance of the option, and each of the parties acknowledges that it has not made any, and makes no promises, representations or undertakings, other than those expressly set forth or referred to therein.

     IN WITNESS WHEREOF, the parties agree to the terms and conditions stated herein by signing and returning to the Company the attached copy hereof.

GOODRICH CORPORATION
By:
	Vice President

Accepted by:

(Optionee’s name)

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EX-10.3

Exhibit 10.3

RESTRICTED STOCK UNIT AWARD AGREEMENT
(EXECUTIVE)

THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933.

     THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (hereinafter, the “Agreement”) made as of the                      day of                                         ,                     , between Goodrich Corporation, a New York corporation (the “Company”), and                                          (the “Employee”). For purposes of this Agreement, all capitalized terms not defined herein shall have the meanings ascribed thereto under the terms of the Goodrich Corporation 2001 Equity Compensation Plan (as amended, the “Plan”), unless otherwise noted.

     WHEREAS, the Employee is employed by the Company or its subsidiaries; and

     WHEREAS, the Company wishes to grant an award of restricted stock units under the Plan, subject to the conditions and restrictions set forth in the Plan and this Agreement.

     NOW THEREFORE, in consideration of the mutual covenants contained in this agreement, the Company and the Employee agree as follows:

1.

Grant of Units. The Company hereby grants to the Employee                      restricted stock units (the “Units”). Each Unit held by the Employee shall entitle the Employee to receive (i) one share of common stock, par value $5.00 per share, of the Company (“Common Stock”) upon the vesting date of such Units or other transfer date of the shares of Common Stock represented by such Units (as described below) and (ii) periodic cash payments from the Company equal in value to any dividend declared and paid on a share of Common Stock (“dividend equivalents”). Prior to the vesting date of a Unit or other transfer date of the shares of Common Stock represented by a Unit, the Employee shall have no ownership interest in the Common Stock represented by such Unit and the Employee shall have no right to vote or exercise proxies with respect to the Common Stock represented by such Unit. No stock certificates will be issued as of the date of this Agreement (the “Grant Date”) and the Units shall be subject to forfeiture and other restrictions as set forth below.

2.

Vesting and Transfer.

(a) General Rule. Except as otherwise provided in Section 2(b), the Units will be deemed vested upon the Employee’s continued employment with the Company (which, for purposes of Sections 2 and 3 hereof, include any of the Company’s subsidiaries) on the dates set forth in the following schedule:

Three (3) years from the Grant Date — 50% of the Units
Four (4) years from the Grant Date — 75% of the Units
Five (5) years from the Grant Date — 100% of the Units

Within ninety (90) days of vesting, the Company shall either transfer physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of Units then becoming vested to the Employee or provide for book entry transfer of such shares to the Employee, subject to Sections 6 and 8 below. If such 90-day period begins in one calendar year and ends in another, the Employee shall not have the right to designate the taxable year in which such shares are transferred.

(b) Retirement Eligibility. Notwithstanding the provisions of Section 2(a) to the contrary, and subject to the provisions of Section 2(c) hereof, in the event the Employee becomes eligible for early retirement or normal retirement, as such terms are defined in the Goodrich Corporation Employees’ Pension Plan (or would be eligible for early retirement or normal retirement under such plan if the Employee was a participant in such plan), the Employee will be deemed to be fully vested (which, for purposes of this Section 2(b), shall mean vested for purposes of Section 3121(v) of the Code and the regulations thereunder) in the Units as of the date the Employee is first treated as being eligible for early retirement or normal retirement, as applicable. In such event, the 90-day period specified in Section 2(a) for the transfer of the shares related to the vesting of the Units shall not apply and, instead, the shares related to the vesting of such Units shall be transferred to the Employee according to the following schedule; provided, however, that to the extent any shares have already been transferred to the Employee pursuant to the provisions of Section 2(a) hereof, the following schedule shall not apply:

Three (3) years from the Grant Date — 50% of the shares
Four (4) years from the Grant Date —75% of the shares
Five (5) years from the Grant Date — 100% of the shares

Any transfer of shares pursuant to this Section 2(b) shall be accomplished by the Company either transferring physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of the shares of Common Stock represented by the Units then becoming transferable pursuant to the above schedule to the Employee or providing for book entry transfer of such shares to the Employee, subject to Sections 6 and 8 below.

(c) Restrictions on Certain Terminations and Post-Employment Activities.

(1) If after the Grant Date but prior to the end of the calendar year in which the Grant Date occurs, and prior to the vesting of any Units pursuant to Section 3 hereof, the Employee’s employment with the Company terminates for any reason (other than death or permanent and total disability as provided in Section 3(a)), then the number of Units awarded under this Agreement shall be reduced, as of the date immediately preceding such date of termination, by multiplying the number of Units granted pursuant to Section 1 hereof by a fraction, the numerator of which shall be the number of full or partial months of employment that Employee has completed with the Company between the Grant Date and the date

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of termination and the denominator shall be the number of full or partial months between the Grant Date and the end of the calendar year in which the Grant Date occurs.

(2) If the Employee’s employment with the Company terminates for any reason (other than as a result of death or permanent disability as provided in Section 3(a) hereof) prior to the transfer of any shares hereunder and at such time (i) the Employee is at least 55 years old but less than 62 years old and (ii) the Employee has at least five (5) years of service with the Company, then the transfer of any shares hereunder shall be suspended for a six-month period following the date of the Employee’s termination, during which time the Committee shall have the opportunity to make one or more of the following determinations:

     (A) The Employee, directly, indirectly, or otherwise, has entered into a transaction such that the Employee owns, manages, operates, controls, serves as a consultant to, becomes employed by, participates in, or becomes connected, in any manner, with the ownership management, operation, or control of any business that competes with the Company or any of its affiliates, as determined by the Committee in its sole discretion.

     (B) The Employee did not give the Company timely notification of the Employee’s termination of employment so as to allow the Company appropriate time for orderly succession.

     (C) The Employee, during the term of the Employee’s employment with the Company, engaged in “financial malfeasance” which, for purposes of this Agreement, includes (i) any act of dishonesty by the Employee resulting, or intended to result, directly or indirectly, in gain or personal enrichment at the expense of, or to the detriment of, the Company or (ii) any fraudulent or intentional misconduct of Employee that contributes, directly or indirectly, to a material misstatement of the financial performance of the Company, including any material misstatement of earnings, revenues, gains, or expenses.

If the Committee makes one or more of the above determinations, any shares of stock that had not been transferred to Employee as of the date of Employee’s termination of employment will be forfeited, regardless of whether the Units related to such             shares were vested or not. If the Committee does not make any of the above determinations, all shares related to vested Units shall be transferred to Employee on the date that is six (6) months and one day after Employee’s termination of employment.

(3) If the Employee’s employment with the Company terminates for any reason (other than death or permanent and total disability as provided in Section 3(a) hereof or at a time when the Employee is not eligible for retirement as provided in Section 2(b) hereof), then all unvested Units shall be terminated.

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(d) Separation from Service. Notwithstanding anything above to the contrary, in the event Section 2(b) (subject to the provisions of Section 2(c)) applies, and the Employee incurs a “separation from service” (as such term is defined in Section 409A of the Code) prior to the complete transfer of shares of Common Stock represented by the vested Units, the remaining shares that have not yet been transferred shall be transferred to the Employee within ninety (90) days of the Employee’s separation of service; provided that, if such ninety-day period begins in one calendar year and ends in another, the Employee shall not have the right to designate the taxable year in which such shares are transferred. In addition, if (i) the Employee is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code) at the time of such separation from service, (ii) the transfer of such shares is at such time subject to Section 409A, and (iii) the transfer of such shares is to occur after the date of the Employee’s separation from service, the transfer of such shares or the book entry transfer of such shares may not be made before the date which is six (6) months after the date of separation from service (or, if earlier, the date of the Employee’s death).

3. Vesting of Units Upon Death or Change in Control; Termination for Cause.

(a) Notwithstanding any provisions of this Agreement to the contrary, in the event of the Employee’s death, all unvested Units shall vest immediately to the Employee’s beneficiary, as defined in Section 5, upon the Employee’s death. Notwithstanding any provisions of this Agreement to the contrary, in the event of the Employee’s permanent and total disability (as defined in Section 409A of the Code), all unvested Units shall vest immediately upon such permanent and total disability.

(b) Notwithstanding any provisions of this Agreement to the contrary, in the event of a Change in Control of the Company, all Units shall immediately vest.

(c) Notwithstanding any provisions of this Agreement to the contrary, if the Employee’s employment with the Company or any of its subsidiaries is terminated for Cause, as defined herein, the Committee may, in its sole discretion, immediately cancel the Units granted under this Agreement that have not yet become vested as of the date of such termination. For the purpose of this Agreement, “Cause” shall mean a termination of employment by the Company due to (i) the violation by the Employee of any rule, regulation, or policy of the Company, including the Company’s Business Code of Conduct; (ii) the failure by the Employee to meet any requirement reasonably imposed upon such employee by the Company as a condition of continued employment; (iii) the violation by the Employee of any federal, state or local law or regulation; (iv) the commission by the Employee of an act of fraud, theft, misappropriation of funds, dishonesty, bad faith or disloyalty; (v) the failure by the Employee to perform consistently the duties of the position held by such employee in a manner which satisfies the expectations of the Company after such Employee has been provided written notice of performance deficiencies and a reasonable opportunity to correct those deficiencies; or

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(vi) the dereliction or neglect by the Employee in the performance of such employee’s job duties.

(d) Within ninety (90) days of vesting pursuant to Section 3(a), the Company shall either transfer physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of Units then becoming vested to the Employee or provide for book entry transfer of such shares to the Employee (or, if the Employee is deceased, the Employee’s beneficiary, as defined in Section 5), subject to Sections 6 and 8 below. If such 90-day period begins in one calendar year and ends in another, neither the Employee (nor any beneficiary) shall have the right to designate the taxable year in which such shares are transferred.

(e) Within five (5) business days of vesting pursuant to Section 3(b), the Company shall either transfer physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of Units then becoming vested to the Employee or provide for book entry transfer of such shares to the Employee (or, if the Employee is deceased, the Employee’s beneficiary, as defined in Section 5), subject to Sections 6 and 8 below. If such 5-day period begins in one calendar year and ends in another, the Employee shall not have the right to designate the taxable year in which such payment is received.

4.	Forfeiture. Except as specifically provided in Section 3, if the Employee’s employment is terminated prior to any of the vesting dates set forth in Section 2 above, all of the unvested Units will be forfeited. In the event of such forfeiture, all rights to receive shares of Common Stock or dividend equivalents or any other ancillary rights shall cease and terminate immediately.
5.	Assignability/Beneficiary. The rights of the Employee contingent or otherwise in the Units or dividend equivalents cannot and shall not be sold, assigned, pledged or otherwise transferred or encumbered other than by will or by the laws of descent and distribution. The Employee may designate a beneficiary or beneficiaries to receive any benefits that are due under Section 3 following the Employee’s death. To be effective, such designation must be made in accordance with such rules and on such form as prescribed by the Company’s corporate compensation group for such purpose which completed form must be received by the Company’s corporate compensation group or its designee before the Employee’s death. If the Employee fails to designate a beneficiary, or if no designated beneficiary survives the Employee’s death, the Employee’s estate shall be deemed the Employee’s beneficiary.
6.	Tax Reporting and Withholding. At the time shares of Common Stock are transferred to the Employee, the number of shares delivered will be net of the amount of shares sufficient to satisfy any federal, state and local tax withholding requirements with which the Company must comply. The fair market value of the Common Stock used to satisfy such withholding shall be the arithmetic mean of the high and low price of the Common Stock on the New York Stock Exchange-Composite Transactions listing on the exercise

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	date (as of 4:00 p.m. Eastern Time). The Company and its subsidiaries reserve the right to report such income in connection with the vesting of the Units, and the transfer of shares of Common Stock, as they determine in their sole discretion to be appropriate under applicable laws.
7.	Rights as a Shareholder. Neither Employee nor his/her beneficiary or legal representative shall be, or have any rights of, a shareholder of the Company or have any right to notice of meetings of shareholders or of any other proceedings of the Company prior to the transfer of shares to such Employee.
8.	Changes in Capital Structure. The number of shares of Common Stock to be transferred to the Employee upon the vesting of any Units will be adjusted appropriately in the event of any stock split, stock dividend, combination of shares, merger, consolidation, reorganization, or other change in the nature of the shares of Common Stock in the same manner in which other outstanding shares of Common Stock not subject to the Plan are adjusted; provided, that the number of shares subject to this Agreement shall always be a whole number.
9.	Continued Employment. Nothing contained herein shall be construed as conferring upon the Employee the right to continue in the employ of the Company or any of its subsidiaries as an executive or in any other capacity.
10.	Parties to Agreement. This Agreement and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All decisions or interpretations of the Board and of the Committee shall be binding and conclusive upon Employee or upon Employee’s executors or administrators or beneficiaries upon any question arising hereunder or under the Plan. This Agreement will constitute an agreement between the company and the Employee as of the date first above written, which shall bind and inure to the benefit of their respective executors, administrators, beneficiaries, successors and assigns.
11.	Modification. No change, termination, waiver or modification of this Agreement will be valid unless in writing and signed by all of the parties to this Agreement.
12.	Consent to Jurisdiction. The Employee hereby consents to the jurisdiction of any State or Federal court located in the county in which the principal executive office of the Company is then located for purposes of the enforcement of this Agreement and waives personal service of any and all process upon the Employee. The Employee waives any objection to venue of any action instituted under this Agreement.
13.	Notices. All notices, designations, consents, offers or any other communications provided for in this Agreement must be given in writing, personally delivered, or by facsimile transmission with an appropriate written confirmation of receipt, by nationally recognized overnight courier or by U.S. mail. Notice to the Company is to be addressed to its then principal office. Notice to the Employee or any transferee is to be addressed to

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	his/her/its respective address as it appears in the records of the Company, or to such other address as may be designated by the receiving party by notice in writing to the Secretary of the Company.
14.	Further Assurances. At any time, and from time to time after executing this Agreement, the Employee will execute such additional instruments and take such actions as may be reasonably requested by the Company to confirm or perfect or otherwise to carry out the intent and purpose of this Agreement.
15.	Provisions Severable. If any provision of this Agreement is invalid or unenforceable, it shall not affect the other provisions, and this Agreement shall remain in effect as though the invalid or unenforceable provisions were omitted. Upon a determination that any term or other provision is invalid or unenforceable, the Company shall in good faith modify this Agreement so as to effect the original intent of the parties as closely as possible.
16.	Captions. Captions herein are for convenience of reference only and shall not be considered in construing this Agreement.
17.	Entire Agreement. This Agreement represents the parties’ entire understanding and agreement with respect to the issuance of the Units, and each of the parties acknowledges that it has not made any, and makes no promises, representations or undertakings, other than those expressly set forth or referred to therein.
18.	Governing Law. This Agreement is subject to the condition that this award will conform with any applicable provisions of any state or federal law or regulation in force either at the time of grant. The Committee and the Board reserve the right pursuant to the condition mentioned in this paragraph to terminate all or a portion of this Agreement if in the opinion of the Committee and Board, this Agreement does not conform with any such applicable state or federal law or regulation and such nonconformance shall cause material harm to the Company.
	This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to conflicts of laws principles thereof.
19.	409A Compliance. Notwithstanding any other provisions of the Agreement herein to the contrary and, to the extent applicable, the Agreement shall be interpreted, construed and administered (including with respect to any amendment, modification or termination of the Plan) in such manner so as to comply with the provisions of Section 409A of the Code and any related Internal Revenue Service guidance promulgated thereunder. All payments, including any transfers of Common Stock, to be made to the Employee upon a termination of employment may only be made upon a “separation from service” (within the meaning of Section 409A of the Code (“Section 409A”)) of the Employee (“Separation from Service”). For purposes of Section 409A, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Employee may not, directly or indirectly, designate the calendar year of payment; and (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation to the

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Employee or any portion thereof, shall be permitted. Notwithstanding anything contained in this Agreement to the contrary, if at the time of the Employee’s Separation from Service, the Employee is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by the Employee’s Separation from Service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that payments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments that constitute nonqualified deferred compensation (within the meaning of Section 409A) to the Employee shall not be paid or provided to the Employee during the six-month period following the Employee’s Separation from Service, and (i) such postponed payment shall be paid to the Employee in a lump sum within thirty (30) days after the date that is six (6) months following the month of the Employee’s Separation from Service (or, if earlier, the date of the Employee’s death); and (ii) any amounts payable to the Employee after the expiration of such 6-month period shall continue to be paid to the Employee in accordance with the terms of the Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first day hereabove first written.

GOODRICH CORPORATION
By:
	Vice President

Accepted by:

(Employee’s name)

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EX-10.4

Exhibit 10.4

RESTRICTED STOCK UNIT SPECIAL AWARD AGREEMENT

THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933.

     THIS RESTRICTED STOCK UNIT SPECIAL AWARD AGREEMENT (hereinafter, the “Agreement”) made as of the           day of                     ,                , between Goodrich Corporation, a New York corporation (the “Company”), and                      (the “Employee”). For purposes of this Agreement, all capitalized terms not defined herein shall have the meanings ascribed thereto under the terms of the Goodrich Corporation 2001 Equity Compensation Plan (as amended, the “Plan”), unless otherwise noted.

     WHEREAS, the Employee is employed by the Company or its subsidiaries; and

     WHEREAS, the Company wishes to grant an award of restricted stock units under the Plan, subject to the conditions and restrictions set forth in the Plan and this Agreement.

     NOW THEREFORE, in consideration of the mutual covenants contained in this agreement, the Company and the Employee agree as follows:

1.

Grant of Units. The Company hereby grants to the Employee            restricted stock units (the “Units”). Each Unit held by the Employee shall entitle the Employee to receive (i) one share of common stock, par value $5.00 per share, of the Company (“Common Stock”) upon the vesting date of such Units or other transfer date of the shares of Common Stock represented by such Units (as described below) and (ii) periodic cash payments from the Company equal in value to any dividend declared and paid on a share of Common Stock (“dividend equivalents”). Prior to the vesting date of a Unit or other transfer date of the shares of Common Stock represented by a Unit, the Employee shall have no ownership interest in the Common Stock represented by such Unit and the Employee shall have no right to vote or exercise proxies with respect to the Common Stock represented by such Unit. No stock certificates will be issued as of the date of this Agreement (the “Grant Date”) and the Units shall be subject to forfeiture and other restrictions as set forth below.

2.

Vesting and Transfer.

(a) General Rule. Except as otherwise provided in Section 2(b), the Units will be deemed vested upon the Employee’s continued employment with the Company (which, for purposes of Sections 2 and 3 hereof, include any of the Company’s subsidiaries) on the date that is three (3) years from the Grant Date.

Within ninety (90) days of vesting, the Company shall either transfer physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of Units then becoming vested to the Employee or provide for book entry transfer

of such shares to the Employee, subject to Sections 6 and 8 below. If such 90-day period begins in one calendar year and ends in another, the Employee shall not have the right to designate the taxable year in which such shares are transferred.

(b) Retirement Eligibility. Notwithstanding the provisions of Section 2(a) to the contrary, and subject to the provisions of Section 2(c) hereof, in the event the Employee becomes eligible for early retirement or normal retirement, as such terms are defined in the Goodrich Corporation Employees’ Pension Plan (or would be eligible for early retirement or normal retirement under such plan if the Employee was a participant in such plan), the Employee will be deemed to be fully vested (which, for purposes of this Section 2(b), means vested for purposes of Section 3121(v) of the Code and the regulations thereunder) in the Units as of the date the Employee is first treated as being eligible for early retirement or normal retirement, as applicable. In such event, the 90-day period specified in Section 2(a) for the transfer of the shares related to the vesting of the Units shall not apply and, instead, the shares related to the vesting of such Units shall be transferred to the Employee three (3) years from the Grant Date.

Any transfer of shares pursuant to this Section 2(b) shall be accomplished by the Company either transferring physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of the shares of Common Stock represented by the Units then becoming transferable pursuant to the above schedule to the Employee or providing for book entry transfer of such shares to the Employee, subject to Sections 6 and 8 below.

(c) Certain Terminations. If after the Grant Date but prior to the end of the calendar year in which the Grant Date occurs, and prior to the vesting of any Units pursuant to Section 3 hereof, the Employee’s employment with the Company terminates for any reason (other than death or permanent and total disability as provided in Section 3(a)), then the number of Units awarded under this Agreement shall be reduced, as of the date immediately preceding such date of termination, by multiplying the number of Units granted pursuant to Section 1 hereof by a fraction, the numerator of which shall be the number of full or partial months of employment that Employee has completed with the Company between the Grant Date and the date of termination and the denominator shall be the number of full or partial months between the Grant Date and the end of the calendar year in which the Grant Date occurs. The reduced number of shares related to the Units shall be transferred to the Employee in the manner provided in Section 2(d) hereof. In the event of any termination of employment prior to the date that the early retirement requirements set forth in Section 2(b) are satisfied, all unvested Units shall be forfeited.

(d) Separation from Service. Notwithstanding anything above to the contrary, in the event Section 2(b) (subject to the provisions of Section 2(c)) applies, and the Employee incurs a “separation from service” (as such term is defined in Section 409A of the Code) prior to the complete transfer of shares of Common Stock represented by the vested Units, the remaining shares that have not yet been transferred shall be transferred to the

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Employee within ninety (90) days of the Employee’s separation of service, provided that, if such ninety-day period begins in one calendar year and ends in another, the Employee shall not have the right to designate the taxable year in which such shares are transferred. In addition, if (i) an Employee is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code) at the time of such separation from service, (ii) the transfer of such shares is at such time subject to Section 409A, and (iii) the transfer of such shares is to occur after the date of the Employee’s separation from service, the transfer of such shares or the book entry transfer of such shares may not be made before the date which is six (6) months after the date of separation from service (or, if earlier, the date of the Employee’s death).

3. Vesting of Units Upon Death or Change in Control; Termination for Cause.

(a) Notwithstanding any provisions of this Agreement to the contrary, in the event of the Employee’s death, all unvested Units shall vest immediately to the Employee’s beneficiary, as defined in Section 5, upon the Employee’s death. Notwithstanding any provisions of this Agreement to the contrary, in the event of the Employee’s permanent and total disability (as defined in Section 409A of the Code), all unvested Units shall vest immediately upon such permanent and total disability.

(b) Notwithstanding any provisions of this Agreement to the contrary, in the event of a Change in Control of the Company, all Units shall immediately vest.

(c) Notwithstanding any provisions of this Agreement to the contrary, if the Employee’s employment with the Company or any of its subsidiaries is terminated for Cause, as defined herein, the Committee may, in its sole discretion, immediately cancel the Units granted under this Agreement that have not yet become vested as of the date of such termination. For the purpose of this Agreement, “Cause” shall mean a termination of employment by the Company due to (i) the violation by the Employee of any rule, regulation, or policy of the Company, including the Company’s Business Code of Conduct; (ii) the failure by the Employee to meet any requirement reasonably imposed upon such employee by the Company as a condition of continued employment; (iii) the violation by the Employee of any federal, state or local law or regulation; (iv) the commission by the Employee of an act of fraud, theft, misappropriation of funds, dishonesty, bad faith or disloyalty; (v) the failure by the Employee to perform consistently the duties of the position held by such employee in a manner which satisfies the expectations of the Company after such Employee has been provided written notice of performance deficiencies and a reasonable opportunity to correct those deficiencies; or (vi) the dereliction or neglect by the Employee in the performance of such employee’s job duties.

(d) Within ninety (90) days of vesting pursuant to Section 3(a), the Company shall either transfer physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of Units then becoming vested to the Employee or provide for book entry transfer of such shares to the Employee (or, if the Employee is

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deceased, the Employee’s beneficiary, as defined in Section 5), subject to Sections 6 and 8 below. If such 90-day period begins in one calendar year and ends in another, neither the Employee (nor any beneficiary) shall have the right to designate the taxable year in which such shares are transferred.

(e) Within five (5) business days of vesting pursuant to Section 3(b), the Company shall either transfer physical possession of a stock certificate or certificates for shares of Common Stock in an amount equal to the number of Units then becoming vested to the Employee or provide for book entry transfer of such shares to the Employee (or, if the Employee is deceased, the Employee’s beneficiary, as defined in Section 5), subject to Sections 6 and 8 below. If such 5-day period begins in one calendar year and ends in another, the Employee shall not have the right to designate the taxable year in which such payment is received.

4.	Forfeiture. Except as specifically provided in Section 3, if the Employee’s employment is terminated prior to any of the vesting dates set forth in Section 2 above, all of the unvested Units will be forfeited. In the event of such forfeiture, all rights to receive shares of Common Stock or dividend equivalents or any other ancillary rights shall cease and terminate immediately.
5.	Assignability/Beneficiary. The rights of the Employee contingent or otherwise in the Units or dividend equivalents cannot and shall not be sold, assigned, pledged or otherwise transferred or encumbered other than by will or by the laws of descent and distribution. The Employee may designate a beneficiary or beneficiaries to receive any benefits that are due under Section 3 following the Employee’s death. To be effective, such designation must be made in accordance with such rules and on such form as prescribed by the Company’s corporate compensation group for such purpose which completed form must be received by the Company’s corporate compensation group or its designee before the Employee’s death. If the Employee fails to designate a beneficiary, or if no designated beneficiary survives the Employee’s death, the Employee’s estate shall be deemed the Employee’s beneficiary.
6.	Tax Reporting and Withholding. At the time shares of Common Stock are transferred to the Employee, the number of shares delivered will be net of the amount of shares sufficient to satisfy any federal, state and local tax withholding requirements with which the Company must comply. The fair market value of the Common Stock used to satisfy such withholding shall be the arithmetic mean of the high and low price of the Common Stock on the New York Stock Exchange-Composite Transactions listing on the exercise date (as of 4:00 p.m. Eastern Time). The Company and its subsidiaries reserve the right to report such income in connection with the vesting of the Units, and the transfer of shares of Common Stock, as they determine in their sole discretion to be appropriate under applicable laws.

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7.	Rights as a Shareholder. Neither Employee nor his/her beneficiary or legal representative shall be, or have any rights of, a shareholder of the Company or have any right to notice of meetings of shareholders or of any other proceedings of the Company prior to the transfer of shares to such Employee.
8.	Changes in Capital Structure. The number of shares of Common Stock to be transferred to the Employee upon the vesting of any Units will be adjusted appropriately in the event of any stock split, stock dividend, combination of shares, merger, consolidation, reorganization, or other change in the nature of the shares of Common Stock in the same manner in which other outstanding shares of Common Stock not subject to the Plan are adjusted; provided, that the number of shares subject to this Agreement shall always be a whole number.
9.	Continued Employment. Nothing contained herein shall be construed as conferring upon the Employee the right to continue in the employ of the Company or any of its subsidiaries as an executive or in any other capacity.
10.	Parties to Agreement. This Agreement and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All decisions or interpretations of the Board and of the Committee shall be binding and conclusive upon Employee or upon Employee’s executors or administrators or beneficiaries upon any question arising hereunder or under the Plan. This Agreement will constitute an agreement between the company and the Employee as of the date first above written, which shall bind and inure to the benefit of their respective executors, administrators, beneficiaries, successors and assigns.
11.	Modification. No change, termination, waiver or modification of this Agreement will be valid unless in writing and signed by all of the parties to this Agreement.
12.	Consent to Jurisdiction. The Employee hereby consents to the jurisdiction of any State or Federal court located in the county in which the principal executive office of the Company is then located for purposes of the enforcement of this Agreement and waives personal service of any and all process upon the Employee. The Employee waives any objection to venue of any action instituted under this Agreement.
13.	Notices. All notices, designations, consents, offers or any other communications provided for in this Agreement must be given in writing, personally delivered, or by facsimile transmission with an appropriate written confirmation of receipt, by nationally recognized overnight courier or by U.S. mail. Notice to the Company is to be addressed to its then principal office. Notice to the Employee or any transferee is to be addressed to his/her/its respective address as it appears in the records of the Company, or to such other address as may be designated by the receiving party by notice in writing to the Secretary of the Company.

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14.	Further Assurances. At any time, and from time to time after executing this Agreement, the Employee will execute such additional instruments and take such actions as may be reasonably requested by the Company to confirm or perfect or otherwise to carry out the intent and purpose of this Agreement.
15.	Provisions Severable. If any provision of this Agreement is invalid or unenforceable, it shall not affect the other provisions, and this Agreement shall remain in effect as though the invalid or unenforceable provisions were omitted. Upon a determination that any term or other provision is invalid or unenforceable, the Company shall in good faith modify this Agreement so as to effect the original intent of the parties as closely as possible.
16.	Captions. Captions herein are for convenience of reference only and shall not be considered in construing this Agreement.
17.	Entire Agreement. This Agreement represents the parties’ entire understanding and agreement with respect to the issuance of the Units, and each of the parties acknowledges that it has not made any, and makes no promises, representations or undertakings, other than those expressly set forth or referred to therein.
18.	Governing Law. This Agreement is subject to the condition that this award will conform with any applicable provisions of any state or federal law or regulation in force either at the time of grant. The Committee and the Board reserve the right pursuant to the condition mentioned in this paragraph to terminate all or a portion of this Agreement if in the opinion of the Committee and Board, this Agreement does not conform with any such applicable state or federal law or regulation and such nonconformance shall cause material harm to the Company.

This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to conflicts of laws principles thereof.

19. 409A Compliance. Notwithstanding any other provisions of the Agreement herein to the contrary and, to the extent applicable, the Agreement shall be interpreted, construed and administered (including with respect to any amendment, modification or termination of the Plan) in such manner so as to comply with the provisions of Section 409A of the Code and any related Internal Revenue Service guidance promulgated thereunder. All payments, including any transfers of Common Stock, to be made to the Employee upon a termination of employment may only be made upon a “separation from service” (within the meaning of Section 409A of the Code (“Section 409A”)) of the Employee (“Separation from Service”). For purposes of Section 409A, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Employee may not, directly or indirectly, designate the calendar year of payment; and (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation to the Employee or any portion thereof, shall be permitted. Notwithstanding anything contained in this Agreement to the contrary, if at the time of the Employee’s Separation from Service, the Employee is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment

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that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by the Employee’s Separation from Service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that payments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments that constitute nonqualified deferred compensation (within the meaning of Section 409A) to the Employee shall not be paid or provided to the Employee during the six-month period following the Employee’s Separation from Service, and (i) such postponed payment shall be paid to the Employee in a lump sum within thirty (30) days after the date that is six (6) months following the month of the Employee’s Separation from Service (or, if earlier, the date of the Employee’s death); and (ii) any amounts payable to the Employee after the expiration of such 6-month period shall continue to be paid to the Employee in accordance with the terms of the Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first day hereabove first written.

GOODRICH CORPORATION
By:
	Vice President

Accepted by:

(Employee’s name)

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EX-10.5

Exhibit 10.5

PERFORMANCE UNIT AWARD AGREEMENT

THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933.

     THIS PERFORMANCE UNIT AWARD AGREEMENT (hereinafter, the “Agreement”) made as of the ___ day of _________, ___, between Goodrich Corporation, a New York corporation (the “Company”), and _________ (the “Employee”). For purposes of this Agreement, all capitalized terms not defined herein shall have the meanings ascribed thereto under the terms of the Goodrich Corporation 2001 Equity Compensation Plan (as amended, the “Plan”), unless otherwise noted.

     WHEREAS, the Employee is employed by the Company or its subsidiaries; and

     WHEREAS, the Company wishes to grant to the Employee an award of performance units under the Plan, subject to the conditions and restrictions set forth in the Plan and this Agreement.

     NOW THEREFORE, in consideration of the mutual covenants contained in this agreement, the Company and the Employee agree as follows:

1.	Grant of Units. The Company hereby grants to the Employee ___performance units (the “Units”). If the Company declares a dividend payment on the Company’s common stock, par value $5.00 per share (“Common Stock”) during the Term, as defined below, then the number of Units covered by this Agreement shall be increased as of the dividend payment date by the number of shares, if any, of the Common Stock that could be purchased on such date by such dividend payment. For purposes of determining the number of shares of the Common Stock that could be purchased by such dividend payment as of the dividend payment date, the fair market value of the Common Stock, as calculated pursuant to Section 15 of the Plan, as of such date shall be used.
2.	Term of Units. The term of the Units (the “Term”) will begin on the first business day of 2010 and will end on December 31, 2012.
3.	Unit Value Measurement. Except as otherwise provided in section 7 below, the aggregate value of the Participant’s Units (the “Benefit Amount”) shall be determined as of the last day of the Term, and shall be equal to the product of the number of Units then covered under this Agreement and the fair market value of one share of the Common Stock, as calculated pursuant to Section 15 of the Plan, as of the last day of the Term.
4.	Earned Percentage. Except as otherwise provided in Section 6 and Section 7 below, the Employee shall be entitled to a benefit payment under this Agreement equal to the specified percentage (the “Earned Percentage”) of the Benefit Amount. The Earned Percentage of an amount equal to one-half of the Units covered by this Agreement (the “ROIC Units”) shall be determined in accordance with the provisions of subsection (a) of

this Section 4, and the Earned Percentage of an amount equal to the other one-half of the Units covered by this Agreement (the “RTSR Units”) shall be determined in accordance with the provisions of subsection (b) of this Section 4.

     (a) Return on Invested Capital. The Earned Percentage of the ROIC Units shall be determined by reference to the Return on Invested Capital (as defined below) and will be calculated in accordance with the following schedule:

	Return On Invested
2009-2011 Goals	Capital	Earned Percentage
Threshold	TBD	0 %
Target	TBD	100 %
Maximum	TBD	200 %

With respect to levels of the Company’s Return on Invested Capital that fall between the threshold, target, and maximum levels specified above, the Earned Percentage of the ROIC Units will be interpolated on a straight line basis. For purposes of this Agreement, the term “Return on Invested Capital” means “Earnings Before Interest and Taxes (“EBIT”) after tax” excluding Special Items (as defined below) divided by average invested capital (determined at the total Company level, including all subsidiaries). EBIT shall be equal to the EBIT amount used for the Goodrich Corporation Management Incentive Program and the Goodrich Corporation Senior Executive Management Incentive Plan calculations. The tax rate applied each year to EBIT shall be the Company’s effective tax rate for such year, except when management determines that certain discrete items should be excluded from the tax rate. In those instances, the effective tax rate shall be the Company’s effective tax rate excluding the impact of the discrete items. Invested capital is defined as the sum of: accounts receivable (excluding accounts receivable securitization); inventory (net); deferred tax assets (current and noncurrent); goodwill; other intangible assets (net of accumulated amortization); property, plant & equipment (net of accumulated depreciation); other current assets (including prepaids); and other noncurrent assets minus the sum of: accounts payable; accrued expenses; other current liabilities; taxes payable; deferred tax liabilities (current and noncurrent); other noncurrent liabilities; and the cumulative translation account. Special Items include all items deemed by management to have occurred during the Term that are not representative of the true underlying results of the Term. Examples of Special Items include, but are not limited to, significant tax litigation/settlements; debt issuance/exchange costs; and gains and losses from the sale of a business. In all cases, the exclusion of Special Items will be subject to the approval of the Compensation Committee.

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     (b) Relative Total Shareholder Return. The Earned Percentage of the RTSR Units shall be determined by reference to the Relative Total Shareholder Return (as defined below) and will be calculated in accordance with the following schedule:

Relative Total Shareholder Return
Percentile	Earned Percentage
25th or Less	0 %
50th	100 %
95th or Higher	200 %

With respect to levels of Relative Total Shareholder Return that fall within the percentiles specified above, the Earned Percentage of the RTSR Units will be interpolated on a straight line basis. For purposes of this Agreement, the term “Relative Total Shareholder Return” means the percentage calculated using the Total Shareholder Return (“TSR”) for Common Stock for each year of the Term (using the dividend reinvestment approach to calculating shareholder return) divided by the Total Shareholder Return for the Aerospace Peer Group (as defined below) (using the dividend reinvestment approach to calculating shareholder return). TSR is calculated for each year of the Term and then used to calculate TSR for the Term as follows: (1+TSR¹)(1+TSR²)(1+TSR³) ^1/3. The TSR for Goodrich is then divided by the TSR for the Aerospace Peer Group, the product of which will be the Relative Total Stock Value for the Term. The overall performance of the Aerospace Peer Group is then analyzed to identify the 25^th, 50^th and 75^th percentile performance. The Earned Percentage of RTSR Units will be determined based on the Company’s Relative Total Stock Value and its placement between the three identified performance points.

     (c) Aerospace Peer Group. The Aerospace Peer Group is a group of aerospace companies selected, from time to time, by the Company’s Compensation Committee. The Aerospace Peer Group must be set by the Compensation Committee within 90 days of the beginning of a Term. If during the Term there is any change in the corporate capitalization of any aerospace company in the Aerospace Peer Group, such as a stock split, a corporate transaction (any merger, consolidation, separation including a spin-off or other distribution of stock or property of such aerospace company, or reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Internal Revenue Code)) or any partial or complete liquidation of any such aerospace company, the Compensation Committee, to the extent it deems it necessary and/or appropriate, in its sole discretion, shall take such change into account in determining the TSR of such aerospace company in the Aerospace Peer Group for purposes of subsection (b) of Section 4 (including, without limitation, by making such determination as if the change had not occurred or by eliminating such aerospace company from the Aerospace Peer Group for the Term).

     (d) Responsibility for Calculations. All calculations of (i) the Company’s Return on Invested Capital and Relative Total Shareholder Return and (ii) the Earned Percentages of the ROIC Units and the RTSR Units shall be determined by the Committee in the exercise of its sole discretion, and any such calculations shall be final.

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5. Benefit Payment. The benefit payment due to the Employee under this Agreement shall be paid to the Employee (or, if the Employee is deceased, the Employee’s beneficiary, as defined in Section 8) in a lump sum cash payment, subject to the provisions of Section 9 below. Except as otherwise provided in Section 7 below, such payment shall be paid by the Company as soon as practicable after the last date of the Term but, in any event, on or before March 15 of the calendar year immediately following the end of the Term.

6. Termination of Employment

     (a) Retirement, Death or Disability. If the Employee’s employment with the Company (which, for purposes of this Section 6, includes any subsidiary of the Company) terminates due to retirement, death or permanent and total disability, then the amount of benefit otherwise payable to the Employee (or, if the Employee is deceased, the Employee’s beneficiary, as defined in Section 8) hereunder shall be reduced by multiplying such amount by a fraction, the numerator of which shall be the number of months (rounded upward to the nearest month) of employment that the Employee has completed with the Company during the Term and the denominator shall be 36. For the purpose of this Section 6(a), the Employee shall be treated as having retired if the Employee terminates employment with the Company at any time after the Employee is eligible for early retirement as provided under the terms of the Goodrich Corporation Employees’ Pension Plan (or would be eligible for early retirement under such plan if the Employee was a participant in such plan or as provided in a subsidiary company’s salaried pension plan in the event the Employee’s pension benefits are received solely from the subsidiary’s plan) in effect at the time of such termination.

     (b) Other Termination of Employment. Except as provided in Section 7 below, if the Employee’s employment is terminated prior to the last day of the Term for any reason other than retirement, death or permanent and total disability, then the Employee will not be entitled to the payment of any benefit under this Agreement.

     (c) Cause. Notwithstanding any provisions of this Agreement to the contrary, if the Employee’s employment with the Company or any of its subsidiaries is terminated for “cause,” as defined in this Section 6(c), the Committee may, in its sole discretion, immediately cancel the Units granted under this Agreement. For the purpose of this Agreement, other than for the purpose of Section 7, “cause” shall mean a termination of employment by the Company due to (i) the violation by the Employee of any rule, regulation, or policy of the Company, including the Company’s Business Code of Conduct; (ii) the failure by the Employee to meet any requirement reasonably imposed upon such employee by the Company as a condition of continued employment; (iii) the violation by the Employee of any federal, state or local law or regulation; (iv) the commission by the Employee of an act of fraud, theft, misappropriation of funds, dishonesty, bad faith or disloyalty; (v) the failure by the Employee to perform consistently the duties of the position held by such Employee in a manner which satisfies

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the expectations of the Company after such Employee has been provided written notice of performance deficiencies and a reasonable opportunity to correct those deficiencies; or (vi) the dereliction or neglect by the Employee in the performance of such Employee’s job duties.

7. Change in Control.

     (a) Change in Control Payment. Anything to the contrary notwithstanding, in the event a Change in Control, as that term is defined in the Plan, of the Company shall occur, then a benefit payment (the “CIC Payment”) shall be made to the Employee in a lump sum within five business days following the occurrence of the Change in Control, provided that if such 5-day period begins in one calendar year and ends in another, the Employee shall have no right to designate the calendar year of payment. The CIC Payment shall be equal to the product of the number of Units then covered under this Agreement and the greatest of (i) the product of an Earned Percentage of 100% (Target) and the fair market value of one share of the Common Stock, as calculated pursuant to Section 15 of the Plan, as of the date of the Change in Control or (ii) the quotient of the Benefit Amount most recently paid to the Employee pursuant to a Performance Unit Award Agreement between the Company and the Employee (the “Recent PUP Award”) and the number of Units granted to the Employee under the Recent PUP Award. The amount of such CIC Payment shall be reduced by multiplying such amount by a fraction, the numerator of which shall be the number of months (rounded upward to the nearest month) of employment that the Employee has completed with the Company during the Term up to the date of the Change in Control and the denominator shall be 36.

     (b) Termination of Employment Payment. If the Employee’s employment with the Company terminates, other than for “cause” as defined in this Section 7(b), during the Term subsequent to a Change in Control (and within the one-year period following the Change in Control), then an additional benefit payment (the “Termination Payment”) shall be made to the Employee within five business days following the termination of employment. The Termination Payment shall be equal to (i) the unreduced CIC Payment as calculated in Section 7(a) (disregarding for this purpose the last sentence of Section 7(a)) minus (ii) the CIC Payment actually made or to be made to the Employee as provided in Section 7(a). For the purpose of Section 7, “cause” shall mean a termination of employment by the Company due to (i) the willful and continued failure by the Employee to substantially perform the Employee’s duties with the Company, which failure causes material and demonstrable injury to the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Employee which specifically identifies the manner in which the Employee has not substantially performed the Employee’s duties, and after the Employee has been given a period of at least thirty (30) days to correct the Employee’s performance, or (ii) the willful engaging by the Employee in other gross misconduct materially and demonstrably injurious to the Company. For purposes of the foregoing definition of “cause,” no act, or failure to act, on the Employee’s part shall be considered “willful” unless conclusively demonstrated to

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have been done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee’s action or omission was in the best interests of the Company.

     (c) Other. Notwithstanding the foregoing, in no event shall the Employee be required to refund to the Company, or have offset against any other payment due the Employee from or on behalf of the Company, all or any portion of a CIC Payment or Termination Payment.

8.	Assignability/Beneficiary. The rights of the Employee contingent or otherwise in the Units cannot and shall not be sold, assigned, pledged or otherwise transferred or encumbered other than by will or by the laws of descent and distribution. The Employee may designate a beneficiary or beneficiaries to receive any payments that are due under Section 5 following the Employee’s death. To be effective, such designation must be made in accordance with such rules and on such form as prescribed by the Company’s corporate compensation group for such purpose the completed form must be received by the Company’s corporate compensation group or its designee before the Employee’s death. If the Employee fails to designate a beneficiary, or if no designated beneficiary survives the Employee’s death, the Employee’s estate shall be deemed the Employee’s beneficiary.
9.	Tax Reporting and Withholding. At the time any payment to the Employee is made under this Agreement, the aggregate amount of such payment shall be reduced by the amount of any federal, state and local tax withholding requirements imposed on such payment. The Company and its subsidiaries reserve the right to report such income in connection with payments under this Agreement as they determine, in their sole discretion, to be appropriate under applicable laws.
10.	Changes in Capital Structure. The number of Units covered under this Agreement will be adjusted appropriately in the event of any stock split, stock dividend, combination of shares, merger, consolidation, reorganization, or other change in the nature of the shares of Common Stock of the Company in the same manner in which other outstanding shares of Common Stock not subject to the Plan are adjusted; provided, that the number of Units subject to this Agreement shall always be a whole number.
11.	Continued Employment. Nothing contained herein shall be construed as conferring upon the Employee the right to continue in the employ of the Company or any of its subsidiaries as an executive or in any other capacity.
12.	Parties to Agreement. This Agreement and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All decisions or interpretations of the Board and of the Committee referred to herein shall be binding and conclusive upon the Employee or upon the Employee’s executors or administrators or beneficiaries with respect to any question arising hereunder or under the

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	Plan. This Agreement will constitute an agreement between the Company and the Employee as of the date first above written, which shall bind and inure to the benefit of their respective executors, administrators, beneficiaries, successors and assigns.
13.	Modification. No change, termination, waiver or modification of this Agreement will be valid unless in writing and signed by all of the parties to this Agreement.
14.	Consent to Jurisdiction. The Employee hereby consents to the jurisdiction of any state or federal court located in the county in which the principal executive office of the Company is then located for purposes of the enforcement of this Agreement and waives personal service of any and all process upon the Employee. The Employee waives any objection to venue of any action instituted under this Agreement.
15.	Notices. All notices, designations, consents, offers or any other communications provided for in this Agreement must be given in writing, personally delivered, or by facsimile transmission with an appropriate written confirmation of receipt, by nationally recognized overnight courier or by U.S. mail. Notice to the Company is to be addressed to its then principal office. Notice to the Employee or any transferee is to be addressed to his/her/its respective address as it appears in the records of the Company, or to such other address as may be designated by the receiving party by notice in writing to the Secretary of the Company.
16.	Further Assurances. At any time, and from time to time after executing this Agreement, the Employee will execute such additional instruments and take such actions as may be reasonably requested by the Company to confirm or perfect or otherwise to carry out the intent and purpose of this Agreement.
17.	Provisions Severable. If any provision of this Agreement is invalid or unenforceable, it shall not affect the other provisions, and this Agreement shall remain in effect as though the invalid or unenforceable provisions were omitted. Upon a determination that any term or other provision is invalid or unenforceable, the Company shall in good faith modify this Agreement so as to effect the original intent of the parties as closely as possible.
18.	Exemption From Liability. Neither the Company, any subsidiary, the Board, the Committee, nor any of their delegates shall be held liable for any taxes, penalties, or other monetary amounts owed by the Employee, his executors, administrators, or beneficiaries, or any other person, as a result of the grant, modification, amendment, or exercise of an option, or the adoption, modification, amendment, or administration of the Plan.
19.	Captions. Captions herein are for convenience of reference only and shall not be considered in construing this Agreement.
20.	Entire Agreement. This Agreement represents the parties’ entire understanding and agreement with respect to the issuance of the Units, and each of the parties acknowledges that it has not made any, and makes no promises, representations or undertakings, other than those expressly set forth or referred to therein.

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21.

Governing Law. This Agreement is subject to the condition that this award will conform with any applicable provisions of any State or Federal law or regulation in force either at the time of grant. The Committee and the Board reserve the right pursuant to the condition mentioned in this Section 21 to terminate all or a portion of this Agreement if in the opinion of the Committee and Board, this Agreement does not conform with any such applicable State or Federal law or regulation and such nonconformance shall cause material harm to the Company.

This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without regard to conflicts of laws principles thereof.

22. 409A Compliance. Notwithstanding any provisions of the Plan or this Agreement to the contrary and, to the extent applicable, the Plan and this Agreement shall be interpreted, construed and administered (including with respect to any amendment, modification or termination of the Plan or this Agreement) in such a manner so as to comply with the provisions of Section 409A of the Code, as amended, and any related Internal Revenue Service guidance promulgated thereunder. All payments to be made to the Employee upon a termination of employment may only be made upon a “separation from service” (within the meaning of Section 409A of the Code (“Section 409A”)) of the Employee (“Separation from Service”). For purposes of Section 409A, (i) each payment made under this Agreement shall be treated as a separate payment; (ii) the Employee may not, directly or indirectly, designate the calendar year of payment; and (iii) no acceleration of the time and form of payment of any nonqualified deferred compensation to the Employee or any portion thereof, shall be permitted. Notwithstanding anything contained in this Agreement to the contrary, if at the time of the Employee’s Separation from Service, the Employee is a “specified employee” (within the meaning of Section 409A and the Company’s specified employee identification policy) and if any payment that constitutes nonqualified deferred compensation (within the meaning of Section 409A) is deemed to be triggered by the Employee’s Separation from Service, then, to the extent one or more exceptions to Section 409A are inapplicable (including, without limitation, the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) relating to separation pay due to an involuntary separation from service and its requirement that payments must be paid no later than the last day of the second taxable year following the taxable year in which such an employee incurs the involuntary separation from service), all payments that constitute nonqualified deferred compensation (within the meaning of Section 409A) to the Employee shall not be paid or provided to the Employee during the six-month period following the Employee’s Separation from Service, and (i) such postponed payment shall be paid to the Employee in a lump sum within thirty (30) days after the date that is six (6) months following the month of the Employee’s Separation from Service (or, if earlier, the date of the Employee’s death); and (ii) any amounts payable to the Employee after the expiration of such 6-month period shall continue to be paid to the Employee in accordance with the terms of the Agreement.

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     IN WITNESS WHEREOF, the parties agree to the terms and conditions stated herein by signing and returning to the Company the attached copy hereof.

GOODRICH CORPORATION
By:
	Vice President

Accepted by:

__________________
Employee’s name

9

EX-12

EXHIBIT 12

GOODRICH CORPORATION
COMPUTATION OF EARNINGS TO FIXED CHARGES
(In millions, except for ratios)

	NINE MONTHS ENDED		YEAR ENDED DECEMBER 31
	SEPTEMBER 30, 2009		2008			2007		2006		2005			2004
COMPUTATION OF EARNINGS:
Income from continuing operations before income taxes	$	630.2	$	984.6		$	737.4	$	470.5	$	368.3		$	213.9
Add back:
Interest expense, net of capitalized interest		89.4		111.3			123.6		124.3		128.6			138.5
Portion of rent expense representing interest		10.5		14.6			14.8		13.8		14.6			12.2
Amortization of debt issuance costs		0.8		1.1			1.3		1.7		2.3			2.5
Earnings from equity investments		6.3		(2.7	)		3.8		1.1		(1.9	)		0.3
EARNINGS	$	737.2	$	1,108.9		$	880.9	$	611.4	$	511.9		$	367.4
COMPUTATION OF FIXED CHARGES:
Interest expense, net of capitalized interest	$	89.4	$	111.3		$	123.6	$	124.3	$	128.6		$	138.5
Portion of rent expense representing interest		10.5		14.6			14.8		13.8		14.6			12.2
Amortization of debt issuance costs		0.8		1.1			1.3		1.7		2.3			2.5
Capitalized interest		1.5		4.5			4.7		4.6		1.4			0.5
FIXED CHARGES	$	102.2	$	131.5		$	144.4	$	144.4	$	146.9		$	153.7
RATIO OF EARNINGS TO FIXED CHARGES		7.21		8.43			6.10		4.23		3.48			2.39