FORM OF PERFORMANCE UNIT AWARD AGREEMENT

PERFORMANCE UNIT AWARD AGREEMENT

     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 amount of             shares of the Common Stock that could be purchased shall be determined by reference to the fair market value of the Common Stock, as calculated pursuant to Section 14 of the Plan, as of such date.
2.		Term of Units . The term of the Units (the “Term”) will begin on January 2, 2007 and will end on December 31, 2009.
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 14 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:

2007-2009 Goals		Return On Invested		Earned Percentage
		Capital
Threshold		TBD			0	%
Target		TBD			100	%
Maximum		TBD			200	%

With respect to levels of the Company’s Return on Invested Capital that fall within 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). 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 to EBIT shall be the Company’s effective tax rate, 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.

     (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		Earned Percentage
Percentile
25 th or Less		0%
50 th		100%
95 th 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+TSR ¹ )(1+TSR ² )(1+TSR ³ ) ^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.

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 def