Amendment No. 1 To Employee Stock Purchase Plan

AMENDMENT NUMBER ONE
TO THE B.F.GOODRICH COMPANY
EMPLOYEE STOCK PURCHASE PLAN


Pursuant to the powers of amendment reserved in Section 14 of The B.F.Goodrich Company Employee Stock Purchase Plan (the "Plan"), Goodrich Corporation, formerly known as The B.F.Goodrich Company (the "Company") hereby amends the Plan as follows:


1. The name of the Plan shall be amended, and the Plan henceforth
shall be called Goodrich Corporation Employee Stock Purchase
Plan. In addition, the definition of the term "Company," as used
in the Plan, henceforth shall refer to Goodrich Corporation.


2. Section 1(k) of the Plan hereby is amended by deleting the same
in its entirety and by substituting the following therefor:


"'Holding Period' shall mean the time period in which a
Participant shall not be permitted to dispose of Shares
acquired upon the exercise of a Stock Purchase Right as set
forth in Section 16 of the Plan."


3. Section 6(b) of the Plan hereby is amended by deleting the same
in its entirety and by substituting the following therefor:


"The Purchase Price for each Share subject to a Stock Purchase
Right issued under the Plan shall be the lesser of: (i)
eighty-five (85%) percent of the Fair Market Value of a Share
as of the Grant Date applicable to the Participant or (ii)
eighty-five percent (85%) of the Fair Market Value of a Share
as of the last day of the Offering Period; provided, that the
Purchase Price may be adjusted by the Board pursuant to
Section 14."


4. Section 6(c) of the Plan hereby is amended by deleting the last
sentence thereof in its entirety and by substituting the
following therefor:


"Fractional Shares will not be issued under the Plan and any
balance remaining in the Participant's Payroll Deduction
Account after the maximum number of whole Shares has been
purchased with respect to an Offering Period shall be refunded
to the Participant in cash without interest."


5. Section 7 of the Plan hereby is amended by deleting the same i ...