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EXHIBIT 10.5
 PERFORMANCE UNIT AWARD AGREEMENT
 THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES
REGISTERED UNDER THE SECURITIES ACT OF 1933.
 
     1.
    
    Grant of Units.The Company hereby
grants to the Employee ____________ performance units
(the Units). If the Company declares a dividend payment on the Companys common stock, par
value $5.00 per share (Common Stock) during the Term, as defined below, then the number of
Units covered by this Agreement shall be increased as of the dividend payment date by the
number of shares, if any, of the Common Stock that could be purchased on such date by such
dividend payment. For purposes of determining the number of shares of the Common Stock that
could be purchased by such dividend payment as of the dividend
payment date, the amount of shares of the Common Stock that could be purchased shall be determined by reference to the
fair market value of the Common Stock, as calculated pursuant to Section 14 of the Plan, as of
such date.2.
    
    Term of Units. The term of the Units (the Term) will begin on January 1, 2005 and
will end on December 31, 2008.3.
    
    Unit Value Measurement. The aggregate value of the Participants Units (the Benefit
Amount) shall be determined as of the last day of the Term, and shall be equal to the product
of the number of Units then covered under this Agreement and the fair market value of one
share of the Common Stock, as calculated pursuant to Section 14 of the Plan, as of the last
day of the Term.4.
    
    Earned Percentage.Except as otherwise provided in Section 6 below, the Employee
shall be entitled to a benefit payment under this Agreement equal to the specified percentage
(the Earned Percentage) of the Benefit Amount. The Earned Percentage of an amount equal to
one-half of the Units covered by this Agreement (the ROIC Units) shall be determined in
accordance with the provisions of subsection (a) of this Section 4, and the Earned Percentage
of an amount equal to the other one-half of the Units covered




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by this Agreement (the RTSR Units) shall be determined in accordance with the provisions
of subsection (b) of this Section 4.
 Return on Invested Capital
 2005-2007 Goals
    
    
    Return On Invested Capital
    
    
    Earned PercentageThreshold
    
    
    8.60 % or Less
    
    
    
    0
    %Target
    
    
    9.65 %
    
    
    
    100
    %Maximum
    
    
    10.90% or More
    
    
    
    200
    %
  Relative Total Shareholder Return
 Relative Total Shareholder Return Percentile
    
    
    Earned Percentage25th or Less
    
    
    
    0
    %50th
    
    
    
    100
    %95th or Higher
    
    
    
    200
    %
 1 2 3 1/3 th th th




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Responsibility for Calculations
 5.
    
    Benefit Payment. The benefit payment due to the Employee under this Agreement
shall be paid to the Employee in a lump sum cash payment, subject to the provisions of Section
8 below. Such payment shall be paid by the Company as soon as practicable after the last date
of the Term.6.
    
    Termination of Employment
 Retirement, Death or Disability
 Other Termination of Employment
 Cause nolo contendere




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7.
    
    Assignability.The rights of the Employee contingent or otherwise in the Units cannot
and shall not be sold, assigned, pledged or otherwise transferred or encumbered other than by
will or by the laws of descent and distribution.8.
    
    Tax Withholding.At the time any payment to the Employee is made under this
Agreement, the aggregate amount of such payment shall be reduced by the amount of any federal,
state and local tax withholding requirements imposed on such payment.9.
    
    Changes in Capital Structure.The number of Units covered under this Agreement will
be adjusted appropriately in the event of any stock split, stock
dividend, combination of shares, merger, consolidation, reorganization, or other change in the nature of the shares of
Common Stock of the Company in the same manner in which other outstanding shares of Common
Stock are affected; provided, that the number of Units subject to this Agreement shall always
be a whole number.10.
    
    Continued Employment.Nothing contained herein shall be construed as conferring upon
the Employee the right to continue in the employ of the Company or any of its subsidiaries as
an executive or in any other capacity.11.
    
    Parties to Agreement.This Agreement and the terms and conditions herein set forth
are subject in all respects to the terms and conditions of the Plan, which are controlling.
All decisions or interpretations of the Board and of the Committee referred to herein shall be
binding and conclusive upon the Employee or upon the Employees executors or administrators
with respect to any question arising hereunder or under the Plan. This Agreement will
constitute an agreement between the Company and the Employee as of the date first above
written, which shall bind and inure to the benefit of their respective executors,
administrators, successors and assigns.12.
    
    Modification. No change, termination, waiver or modification of this Agreement will
be valid unless in writing and signed by all of the parties to this Agreement.13.
    
    Consent to Jurisdiction. The Employee hereby consents to the jurisdiction of any
state or federal court located in the county in which the principal executive office of the
Company is then located for purposes of the enforcement of this Agreement and waives personal
service of any and all process upon the Employee. The Employee waives any objection to venue
of any action instituted under this Agreement.14.
    
    Notices.All notices, designations, consents, offers or any other communications
provided for in this Agreement must be given in writing, personally delivered, or by facsimile
transmission with an appropriate written confirmation of receipt, by nationally recognized
overnight courier or by U.S. mail. Notice to the Company is to be addressed to its then
principal office. Notice to the Employee or any transferee is to be addressed to his/her/its
respective address as it appears in the records of the Company, or to such other address as
may be designated by the receiving party by notice in writing to the Secretary of the Company.15.
    
    Further Assurances.At any time, and from time to time after executing this
Agreement, the Employee will execute such additional instruments and take such actions




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as may be reasonably requested by the Company to confirm or perfect or otherwise to carry
out the intent and purpose of this Agreement.16.
    
    Provisions Severable.If any provision of this Agreement is invalid or
unenforceable, it shall not affect the other provisions, and this Agreement shall remain in
effect as though the invalid or unenforceable provisions were omitted. Upon a determination
that any term or other provision is invalid or unenforceable, the Company shall in good faith
modify this Agreement so as to effect the original intent of the parties as closely as
possible.17.
    
    Captions.Captions herein are for convenience of reference only and shall not be
considered in construing this Agreement.18.
    
    Entire Agreement.This Agreement represents the parties entire understanding and
agreement with respect to the issuance of the Units, and each of the parties acknowledges that
it has not made any, and makes no promises, representations or undertakings, other than those
expressly set forth or referred to therein.19.
    
    Governing Law.This Agreement is subject to the condition that this award will
conform with any applicable provisions of any state or federal law or regulation in force
either at the time of grant. The Committee and the Board reserve the right pursuant to the
condition mentioned in this paragraph to terminate all or a portion of this Agreement if in
the opinion of the Committee and Board, this Agreement does not conform with any such
applicable state or federal law or regulation and such nonconformance shall cause material
harm to the Company .This Agreement shall be construed in accordance with and governed by the laws of the State
of New York.
  GOODRICH CORPORATIONBy:
    /s/Vice President