AMENDMENT NUMBER ONE
THE B.F.GOODRICH COMPANY 2001 STOCK OPTION PLAN
Pursuant to the powers of amendment reserved to it in Section 28 of The B.F.Goodrich Company 2001 Stock
Option Plan (the "Plan"), Goodrich Corporation (formerly 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 the Goodrich Corporation
2001 Stock Option Plan. In addition, the definition of the term "Company" as used in the Plan henceforth shall
refer to Goodrich Corporation.
2. Section 9 of the Plan hereby is amended by inserting the following sentence at the end thereof:
Any Restricted Share Award which is conditioned upon attainment of specific Performance Objectives shall have
a minimum performance period of one year, except in the case of death, disability or retirement and except as
otherwise provided pursuant to Section 26.
3. Section 11 of the Plan hereby is amended by deleting the words "two years and ten months" in the second
sentence thereof and inserting in lieu thereof the words "three years".
4. Except as amended hereby, all of the terms and conditions of the Plan shall remain unchanged and in full force
Name: Terrence G. Linnert Title: Senior Vice President, Human Resources and Administration, General Counsel