2003-2005 Long-term Incentive Plan Description

SUMMARY PLAN DESCRIPTION

2003 - 2005
LONG-TERM INCENTIVE PLAN

Goodrich Corporation

January 2003


SUMMARY PLAN DESCRIPTION

2003 - 2005 Long-Term Incentive Plan

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933.

The Long-Term Incentive Plan is designed to provide long-term incentive compensation to key executives who are in positions to influence the performance of the Company, and thereby enhance shareholder value over time. The Plan provides a significant additional financial opportunity and complements other parts of the Company' s total compensation program for executives (base salary, Management Incentive Program, stock options and benefits).

The following is a summary of the main provisions of the Long-Term Incentive Plan. The official and controlling provisions of the Plan are contained in the text of the 2001 Stock Option Plan. In case of any discrepancies between this summary plan description and the plan document for the 2001 Stock Option Plan, the plan document will govern. In this summary, Goodrich Corporation is referred to as the " Company" , and the Long-Term Incentive Plan is referred to as the " LTIP" or the " Plan" .

The benefits described in this summary have been structured to be in compliance with current tax law. Any change in legislation or the interpretation of tax laws which affect the tax nature of the benefits provided may necessitate revisions in the Plan.

The Company reserves the right to amend, modify, suspend or partially or completely terminate the Plan at any time, unless there has been a Change in Control.

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PLAN OVERVIEW

ullet Participation in the LTIP will be approved by the Compensation Committee of the Board of Directors. ullet The LTIP will provide for annual grants of Performance Shares with multi-year overlapping cycles. Every year, a separate multi-year performance cycle will begin. ullet At the beginning of each Plan cycle, a grant of Performance Shares will be made to each participant. Grants will be credited as phantom Performance Shares in a book-entry account for each participant. Each phantom Performance Share will be equivalent to one share of Goodrich common stock. ullet With respect to each Plan cycle, the Compensation Committee of the Board of Directors will establish multi-year performance goals for the Company and each segment. The performance goals applicable to each participant will be set forth in his or her award agreement. ullet During the Plan cycle, dividend equivalents will be accrued on all phantom Performance Shares. Such dividend equivalents will be credited to each participant' s account in the form of additional phantom Performance Shares at the same time and in the same amount as actual dividend payments on Goodrich common stock. ullet Participants will be entitled to a payout of shares at the end of each Plan cycle only if a threshold performance standard is met. The number of shares to be received free of further restrictions will range from 0% to 200% of the total phantom Performance Share account (including shares credited through dividend equivalents), based on attainment against goals set by the Committee. ullet Payments from the Plan, if any, at the end of the Plan cycle, will be made in actual shares of Goodrich common stock, less the number of shares to satisfy applicable withholding taxes. ullet Participants may elect to defer all or a portion of their award until termination of employment as described in the Performance Share Deferred Compensation Plan.

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ullet The Compensation Committee of the Board of Directors retains the right in its sole discretion to reduce any award which would otherwise be payable, unless there has been a Change in Control, as defined in the 2001 Stock Option Plan.

PLAN PROVISIONS

ELIGIBILITY

Eligibility to participate in the LTIP will be determined by the Compensation Committee of the Board of Directors.

AWARD GRANTS

The LTIP rewards financial performance for multi-year overlapping cycles. Every year, a separate multi-year performance cycle will begin.

At the beginning of each Plan cycle, a grant of Performance Shares will be made to each participant. Grants will be credited as phantom Performance Shares in a book-entry account for each participant. Each phantom Performance Share will be equivalent to one share of Goodrich common stock.

The Company will maintain a phantom Performance Share account for each participant for each separate Plan cycle. The account will be used solely for record keeping purposes. No actual Goodrich common shares will be registered in participants' names.

DIVIDENDS

Dividend equivalents will be accrued on all phantom Performance Shares in each participant' s account for each Plan cycle. Such dividend equivalents will be credited to each participant' s account in the form of additional phantom Performance Shares at the same time and in the same amount as actual dividend payments on Goodrich common stock.

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PERFORMANCE GOALS

With respect to each Plan cycle, the Compensation Committee of the Board of Directors will establish multi-year performance goals for the Company and each segment. The performance goals applicable to each participant will be set forth in his or her award agreement.

The determination of whether the performance goals have been met will be made by the Compensation Committee following the end of the plan cycle.

PLAN PAYOUTS

Payments from the Plan, if any, at the end of the Plan cy ...