Employee Stock Purchase Plan -

Employee Stock Purchase Plan - BFGoodrich Co.(Oct 01, 2001)

   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 in
                its entirety and by substituting the following therefor:

                  "A Participant may, at any time and for any reason, cancel his
                  or her payroll deduction authorization. In such event, the
                  Participant may elect either to have the entire balance in the
                  Participant's Payroll Deduction Account applied to the
                  purchase of whole Shares as of the Exercise Date with respect
                  to the Offering Period in which such cancellation occurs in
                  accordance with the provisions of





                  Section 6(b), with any remaining amount refunded in cash to
                  the employee (without any interest accrued thereon), or to
                  have the entire balance in the Participant's Payroll Deduction
                  Account to date refunded to the Participant in cash without
                  interest. Any cancellation must be in writing and must be
                  received by the payroll department of the Company or of a
                  Designated Subsidiary, as applicable, at least five (5)
                  Business Days prior to the Exercise Date. Upon cancellation,
                  the Participant shall cease to participate in the Plan for the
                  duration of the Offering Period in which such cancellation
                  occurs. A Participant may not withdraw all or less than all of
                  the amounts credited to his or her Payroll Deduction Account
                  except upon cancellation of his or her payroll deduction
                  authorization, in which event the entire balance credited to
                  the Payroll Deduction Account shall be applied as set forth
                  herein."

        6.      Section 10 of the Plan hereby is amended by deleting the same in
                its entirety and by substituting the following therefor:

                  "In the event of a Participant's resignation or termination of
                  employment with the Company and the Designated Subsidiaries
                  for any reason whatsoever including by resignation, or by
                  reason of disability, retirement or death (other than a
                  transfer of employment between the Company and the Designated
                  Subsidiaries), any outstanding Stock Purchase Rights
                  previously granted to such Participant shall be canceled and
                  all amounts allocated in his or her Payroll Deduction Account,
                  if any, may be, at the election of the Participant or his or
                  her Beneficiary, applied to the purchase of whole Shares as of
                  the Exercise Date with respect to the Offering Period in which
                  such resignation or termination of employment occurs in
                  accordance with the provisions of Section 6(b), with any
                  remaining amount refunded in cash to the Participant or his or
                  her Beneficiary (without any interest accrued thereon), or
                  refunded to the Participant or his or her Beneficiary in cash
                  without interest."

        7.      The Plan hereby is amended by adding a new Section 16 thereto:

                  "No Participant shall be permitted to assign, sell, encumber,
                  transfer or otherwise dispose of any Shares acquired by the
                  Participant upon the exercise of a Stock Purchase Right during
                  the Holding Period relating to the exercise of such Stock
                  Purchase Right. For the purpose of this Section 16, any
                  purchase of Shares under Section 7 shall be treated as an
                  exercise of the Stock Purchase Right related to such purchase.
                  The Holding Period related to a Stock Purchase Right shall
                  begin on the Exercise Date related to that Stock Purchase
                  Right and shall end on the earlier of (a) the last day of the
                  time period designated by the Stock Plan Committee in its sole
                  discretion, or (b) the effective date on the Participant's
                  termination of employment with the Company or one of its
                  Designated Subsidiaries for whatever reason, including death.
                  The Stock Plan Committee may elect not to establish a Holding
                  Period with respect to any Offering Period."



                                       2


                  The remaining sections of the Plan shall be renumbered
                  appropriately to reflect the addition of this new Section 16,
                  and all internal references in the Plan also shall be adjusted
                  appropriately.

        8.      This Amendment Number One shall be effective as of October 1,
                2001.



                                               GOODRICH CORPORATION







                                       3