2002-2004 Long-term Incentive Plan Summary Plan

SUMMARY PLAN DESCRIPTION
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2002 - 2004
LONG-TERM INCENTIVE PLAN


GOODRICH CORPORATION


JANUARY 2002


SUMMARY PLAN DESCRIPTION
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2002 - 2004 LONG-TERM INCENTIVE PLAN
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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 and the Long-Term Incentive Plan. In case of any discrepancies, the Plan documents 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 - -------------


o Participation in the LTIP will be approved by the Compensation Committee of
the Board of Directors.


o 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.


o 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.


o 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.


o 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.


o 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.


o 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.


o 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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o 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 ...