OUTSIDE DIRECTOR DEFERRAL PLAN
(Approved by the Board of Directors on December 7, 2004)
This plan shall be known as the “Goodrich Corporation Outside Director Deferral Plan” (the “Plan”).
2. Purpose and Intent.
The purpose of the Plan is to provide Outside Directors with the opportunity to defer some or all of their
compensation received as directors of the Company. It is the intent of the Company that amounts deferred under
the Plan by an Outside Director shall not be taxable to the Outside Director for income tax purposes until the time
actually received by the Outside Director. The provisions of the Plan shall be construed and interpreted to
effectuate such intent.
3. Effective Date.
This Plan is adopted and effective for deferrals of Cash Compensation earned for calendar years beginning on or
after January 1, 2005.
For purposes of the Plan, the following terms shall have the following meanings:
" Accounts ” of a Participant mean collectively the Participant’s Cash Accounts and Phantom Share Accounts.
" Annual Retainer Fee ” means the annual cash retainer fee payable to Outside Directors for their services as
directors of the Company.
" Board ” means the Board of Directors of the Company.
" Cash Account ” means an account maintained in United States dollars on the books of the Company to record
a Participant’s interest under the Plan attributable to any Cash Compensation deferred by the Participant into a
Cash Account pursuant to paragraph 6(c)(ii) below, as adjusted from time to time pursuant to the terms of the
" Cash Compensation ” means the Annual Retainer Fee and Meetings Fees.
" Common Stock ” means the common stock, par value $5.00 per share, of the Company.
“Company” means Goodrich Corporation, a New York corporation.
" Fair Market Value ” of a share of Common Stock on any date means the mean of the high and low prices of a
share of Common Stock as reflected in the report of co