GOODRICH CORPORATION PENSION BENEFIT RESTORATION PLAN

1.1

"Affiliate" means a corporation which is a member of a controlled group of corporations, as such term is defined in Code Section 1563(a), which includes the Company, or is a corporation, partnership, sole proprietorship, affiliated service group, or other business entity that is under common control with the Company (as determined in accordance with the definition of such terms contained in Code Section 414(b), (c), (m) or (o)), but with respect only to periods of time during which such controlled group status or common control status exists.

1.2

"Beneficiary" means, with respect to Pre-2005 Supplemental Pension Benefits, the same person or persons designated, on a form prescribed by the Company, by an Eligible Employee to receive any death benefits under the Goodrich Retirement Plan. With respect to Post-2004 Supplemental Pension Benefits, Beneficiary means the person or persons designated on a form prescribed by the Company, by an Eligible Employee to receive benefits under the Plan. If an Eligible Employee fails to designate a Beneficiary as provided above, or if the Beneficiary designation is revoked without execution of a new designation, or if every person designated as Beneficiary predeceases the Eligible Employee or dies prior to complete distribution of the Eligible Employee’s benefits, then the Committee shall direct the distribution of such benefits to the Eligible Employee’s estate.

1.3

"Board" means the Board of Directors of Goodrich Corporation.

1.4

"Change in Control" means a change in control of the Company, as defined in the Goodrich Corporation Management Continuity Agreement, as it may be amended from time to time.

(a)

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however , that the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company (other than by exercise of a conversion privilege), (2) any acquisition by the Company or any of its subsidiaries, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (4) any acquisition by any company with respect to which, following such acquisition, more than 70% of, respectively, the then outstanding shares of common stock of such company and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such acquisition in substantially the same proportions as their ownership, solely in their capacity as shareholders of the Company, immediately prior to such acquisition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or

(b)

Individuals who, as of the effective date of the amended and restated Plan, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the beginning of such period whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or

(c)

Consummation of a reorganization, merger or consolidation, in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation, do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, solely in their capacity as shareholders of the Company, more than 70% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or

(d)

Consummation of (1) a complete liquidation or dissolution of the Company or (2) a sale or other disposition of all or substantially all of the assets of the Company, other than to a company, with respect to which following such sale or other disposition, more than 70% of, respectively, the then outstanding shares of common stock of such company and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities, solely in their capacity as shareholders of the Company, who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be.

1.5

"Code" means the Internal Revenue Code of 1986. References to any Section of the Code shall be deemed to refer to such Section as it currently exists or as it may be amended from time to time and shall be read to refer to any Treasury Regulations promulgated under such Section.

1.6

"Committee" means the Goodrich Corporation Benefit Design and Administration Committee, or any designated group with similar responsibilities.

1.7

"Company" means Goodrich Corporation.

1.8

"Eligible Employee" means an individual (a) who is or was an employee of the Company or any Affiliate, ( b ) who is or was a participant in the Goodrich Retirement Plan, and (c) who is or has been designated as an Eligible Employee by the Board.

1.9

"Goodrich Retirement Plan" means the Goodrich Corporation Employees’ Pension Plan, as it may be amended from time to time, and its predecessors and successors.

1.10

"IRS Limits" means the limitations on qualified retirement plan benefits contained in the Code, including Code Sections 401(a)(17) and 415, as amended from time to time. The Committee, in its sole discretion, may authorize the inclusion of additional Code Sections for purposes of this Plan.

1.11

"Normal Form of Benefit" means the same form of benefit payment, the same benefit commencement date, and the same Beneficiary as elected by an Eligible Employee.

1.12

"Plan" means this Goodrich Corporation Pension Benefit Restoration Plan, as in effect at any time.

1.13

"Post-2004 Supplemental Pension Benefit" means the benefit calculated under Article IV of this Plan.

1.14

"Pre-2005 Supplemental Pension Benefit" means the benefit calculated under Article II of this Plan.

1.15

"Restricted Retirement Allowance" means, for any calendar year, the amount of pension benefits paid to an Eligible Employee from the Goodrich Retirement Plan.

1.16

"Separation from Service" means the date which an Eligible Employee incurs a separation from service with the Company and its Affiliates. For Plan Years beginning after December 31, 2004, separation from service means the termination of employment with the Company and its Affiliates as defined in Code Section 409A.

1.17

"Specified Employee" means an employee of the Company or an Affiliate who is a "specified employee" as defined in Code Section 409A(a)(2)(B)(i).

1.18

"Supplemental Pension Benefit" means the Pre-2005 Supplemental Pension Benefit and the Post-2004 Supplemental Pension Benefit.

1.19

"Total Retirement Allowance" means, for any calendar year, the total amount that would be paid to an Eligible Employee (or to his or her Beneficiary) from the Goodrich Retirement Plan calculated in the following manner:

(a)

By disregarding the IRS Limits contained in the Goodrich Retirement Plan;

(b)

By increasing the Eligible Employee’s "Earnings