**Exhibit 10.6****GOODRICH CORPORATION****PENSION BENEFIT RESTORATION PLAN****INTRODUCTION**The purpose of this Plan is to provide supplemental pension benefits to certain employees who areor were participants in the Goodrich Corporation Employees’ Pension Plan. The supplemental pensionbenefits provided by this Plan are intended to provide covered employees with pension benefitsthat, in the aggregate, will be equal to the pension benefits the employees would receive under theGoodrich Corporation Employees’ Pension Plan if such plan was not subject to certain InternalRevenue Code limitations applicable to qualified retirement plan benefits.This Plan, currently known as the Goodrich Corporation Pension Benefit Restoration Plan, is herebyamended and restated as of January 1, 2002. This restatement of the Plan reflects all prioramendments to the Plan and also reflects the fact that the provisions of the Goodrich CorporationSavings Benefit Restoration Plan are contained in a separate document.**ARTICLE I. DEFINITIONS** 1.1 **“Board”**means the Board of Directors of Goodrich Corporation.  1.2 **“Change in Control”**means a change in control of the Company, as defined in theGoodrich Corporation Management Continuity Agreement, as it may be amended from time totime.  1.3 **“Code”**means the Internal Revenue Code of 1986. References to any Section ofthe Code shall be deemed to refer to such Section as it currently exists or as it maybe amended from time to time.  1.4 **“Committee”**means the Benefit Design and Administration Committee, or anydesignated group with similar responsibilities.  1.5 **“Company”**means Goodrich Corporation.  1.6 **“Eligible Employee”**means an individual (a) who is or was an employee of theCompany, **(**b**)**who is or was a participant in the Goodrich Retirement Plan, and (c) whois or has been designated as an Eligible Employee by the Board.
 

 
 1.7 **“Goodrich Retirement Plan”**means the Goodrich Corporation Employees’ PensionPlan, as it may be amended from time to time, and its predecessors and successors.  1.8 **“IRS Limits”**means the limitations on qualified retirement plan benefitscontained in the Code, including Code Sections 401(a)(17) and 415, as amended from timeto time. The Committee, in its sole discretion, may authorize the inclusion ofadditional Code Sections for purposes of this Plan.  1.9 **“Normal Form of Benefit”**means the same form of benefit payment, the samebenefit commencement date, and the same beneficiary as elected by an Eligible Employeeunder the Goodrich Retirement Plan.  1.10 **“Plan”**means this Goodrich Corporation Pension Benefit Restoration Plan, as ineffect at any time.  1.11 **“Restricted Retirement Allowance”**means, for any calendar year, the amount ofpension benefits paid to an Eligible Employee from the Goodrich Retirement Plan.  1.12 **“Supplemental Pension Benefit”**means the benefit calculated under Article II ofthis Plan.  1.13 **“Total Retirement Allowance”**means, for any calendar year, the total amountthat would be paid to an Eligible Employee (or to his or her beneficiary) from theGoodrich Retirement Plan calculated in the following manner: (a) By disregarding the IRS Limits contained in the GoodrichRetirement Plan;  (b) By increasing the Eligible Employee’s “Earnings” under theGoodrich Retirement Plan by the amount of salary reduction contributions madeto nonqualified deferred compensation plans maintained by the Company; and  (c) In the discretion of the Committee, by giving an EligibleEmployee credit for “Vesting Service” and “Benefit Service” under the GoodrichRetirement Plan for all of the Eligible Employee’s service with the Company(and predecessor companies, if applicable).**ARTICLE II. COMPUTATION OF SUPPLEMENTAL PENSION BENEFITS** 2.1 If an Eligible Employee’s Total Retirement Allowance exceeds the RestrictedRetirement Allowance payable to the Eligible Employee for any calendar year, theEligible Employee shall be entitled to receive a Supplemental Pension Benefit from thisPlan equal to the amount of such excess. Supplemental Pension Benefits shall becalculated using the Normal Form of Benefit.
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**ARTICLE III. SOURCE AND TIMING OF PAYMENT AND BENEFITS** 3.1 Except as otherwise provided in Section 3.2, Supplemental Pension Benefitsshall be paid in cash at the same time, in the same form, and to the same person orpersons receiving the Restricted Retirement Allowance.  3.2 An Eligible Employee may elect to have his or her Supplemental Pension Benefitspaid in a single lump sum payment. Lump sum amounts for Eligible Employees shall bepaid to the Eligible Employee 90 days after the Eligible Employee’s benefitcommencement date under the Goodrich Retirement Plan, or as soon as administrativelyfeasible thereafter. The election of a lump sum payment shall be made in writing andmay be delivered to the Committee at any time up to 30 days before the EligibleEmployee’s benefit commencement date. Lump sum payments shall be calculated using animmediate annuity factor and the interest rate and mortality table specified in theGoodrich Retirement Plan as of the valuation date. Lump sum payments shall be in lieuof all Supplemental Pension Benefits, but shall have no effect on the form, timing, oramount of any distribution made from the Goodrich Retirement Plan.  3.3 Supplemental Pension Benefits under this Plan shall be subject to Federal,state, and local laws applicable to income tax withholding. Supplemental PensionBenefit payments shall be reduced by amounts withheld.**ARTICLE IV. DEATH BENEFITS** 4.1 Except as provided in Section 4.3, if an Eligible Employee dies prior toretirement, his or her surviving spouse shall be entitled to receive a supplementalsurvivor annuity under this Plan. The amount of the supplemental survivor annuity forany calendar year shall be the excess of the Total Retirement Allowance applicable tothe surviving spouse over the Restricted Retirement Allowance payable to the survivingspouse calculated using the methodology contained in the Goodrich Pension Plan.  4.2 Death benefits under this Plan for the surviving spouse of an Eligible Employeeshall be paid at the same time and in the same form as death benefits are paid to thesurviving spouse under the Goodrich Retirement Plan.  4.3 If an Eligible Employee dies after attaining age 55 and completing 5 years ofvesting service, the Eligible Employee’s surviving spouse shall receive a lump sumbenefit in lieu of the death benefit provided under Section 4.1. The lump sum benefitshall be the amount the Eligible Employee would have been entitled to receive as a lumpsum benefit if the Eligible Employee had retired on the day before his or her death.Lump sum payments to a surviving spouse of an Eligible Employee shall be paid to thesurviving spouse 90 days after the surviving spouse’s benefit commencement date underthe Goodrich Retirement Plan, or as soon as administratively feasible thereafter.
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**ARTICLE V. AMENDMENT AND TERMINATION** 5.1 The Board reserves the right to amend this Plan or terminate it at any time;provided, however, that no such amendment or termination shall have the effect ofreducing the amount of Supplemental Pension Benefits already accrued prior to suchamendment or termination. The Committee may amend the Plan at any time, provided thatamendments made by the Committee shall only be valid if the amendments do notmaterially impact the cost or the nature of the Plan.  5.2 In the event of Plan Termination, any amounts which have accrued under the Planprior to the date of termination shall be paid, at the discretion of the Company,either in a single lump sum payment or by the delivery of a fully paid-up andnon-transferable annuity policy issued by an insurance company.**ARTICLE VI. GENERAL PROVISIONS** 6.1 This Plan shall be administered by the Committee, which shall maintain recordsto enable the Committee to identify Eligible Employees and/or beneficiaries who areentitled to receive Supplemental Pension Benefits or death benefits.  6.2 The right or interest of any person to a Supplemental Pension Benefit or adeath benefit under this Plan shall not be subject to voluntary or involuntaryalienation, assignment, or transfer of any kind.  6.3 The establishment of this Plan shall not confer any legal right to an EligibleEmployee for continuation of employment, or interfere with the right of the Company todischarge an Eligible Employee or to treat an Eligible Employee without regard to theimpact that such treatment may have under this Plan.  6.4 Except to the extent that Federal law is controlling, this Plan shall beconstrued and administered in accordance with the laws of the State of North Carolina.**ARTICLE VII. CHANGE IN CONTROL** 7.1 A “Potential Change in Control” shall be deemed to occur: (a) at the time the Company enters into an agreement, theconsummation of which would result in a Change in Control; or  (b) at the time the Company or any individual, entity, or group(within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)publicly announces an intention to take actions, which if consummated, wouldresult in a Change in Control; or  (c) the Board in its discretion determines, based on facts andcircumstances, that a Change in Control is possible.
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 7.2 Upon or following the occurrence of a Potential Change in Control, if sodirected by the Board in its sole discretion, the Company shall set aside in a grantortrust, either existing or to be established, such amount as may be determined by theBoard not to exceed the projected benefit obligations under the Plan as of theanticipated date of the possible Change in Control, less any amounts previously setaside in a grantor trust to provide benefits under the Plan. If a Change in Controldoes not occur within a reasonable time after the date such funds are set aside, thefunds, adjusted for any gains or losses, shall revert to the Company.
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