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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant To
Section 14(a) of
The Securities Exchange Act of 1934 (Amendment
No.        )

Filed by the
Registrant   þ
Filed by a Party other than the
Registrant   o

Check the appropriate box:

|o | Preliminary Proxy Statement                                                          
|- | -------------------------------------------------------------------------------------
|o | Confidential, for Use of the Commission Only
      (as permitted by Rule 14a-6(e)(2))
|þ | Definitive Proxy Statement                                                           
|o | Definitive Additional Materials                                                      



Esterline Technologies
Corporation


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##### Table of Contents



NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
 
 ESTERLINE TECHNOLOGIES CORPORATION
 500 108th Avenue NE
Bellevue, Washington 98004
 
 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held March 1, 2006
   (1)
    
    to elect three directors of the Company;(2)
    
    to consider and approve a proposal to amend the Companys 2004 Equity Incentive Plan
to, among other things, authorize the issuance of an additional 1,000,000 shares of the
Companys Common Stock,(3)
    
    to consider and approve a proposal to amend the Companys Employee Stock Purchase Plan
to authorize the issuance of an additional 150,000 shares of the Companys Common Stock,(4)
    
    to transact such other business as may properly come before the meeting or any
adjournment or postponement thereof.
   By order of the Board of Directors-s- Robert D. GeorgeROBERT D. GEORGEVice President,Chief Financial Officer,Secretary and TreasurerJanuary 24, 2006
  Your vote is important. Please sign and date the enclosed proxy card and return it promptly in the
enclosed envelope to ensure that your shares will be represented at the annual meeting. Holders of
a majority of the outstanding shares entitled to vote must be present either in person or by proxy
for the meeting to be held. If you attend the meeting and vote your shares personally, any
previous proxies will be revoked.




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##### Table of Contents



PROXY STATEMENT
 ANNUAL MEETING OF SHAREHOLDERS
 To Be Held March 1, 2006
 
 th th
      2




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TABLE OF CONTENTS  ELECTION OF DIRECTORSOTHER INFORMATION AS TO DIRECTORSCODE OF ETHICSSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTEXECUTIVE COMPENSATIONAUDIT COMMITTEE REPORTINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS FEESREPORT OF THE COMPENSATION COMMITTEE            ON EXECUTIVE COMPENSATION FOR FISCAL YEAR 2005COMMON STOCK PRICE PERFORMANCE GRAPHAPPROVAL OF AMENDED 2004 EQUITY COMPENSATION PLANAPPROVAL OF AMENDED 2002 EMPLOYEE STOCK PURCHASE PLANEQUITY COMPENSATION PLAN INFORMATIONSELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEOTHER MATTERSANNUAL REPORT, FORM 10-K AND OTHER CORPORATE GOVERNANCE INFORMATIONSHAREHOLDER PROPOSALS FOR 2007ANNEX AANNEX BANNEX CANNEX D    Table of Contents  
 ELECTION OF DIRECTORS
  The Board of Directors recommends a vote FOR the director nominees named below.
   Nominees to the class of directors whose term will expire at the 2009 annual meeting:
 Ross J. Centanni  Chairman,
President and Chief Executive Officer, Gardner Denver, Inc.
 Robert S. Cline  Chairman and Chief Executive Officer (Retired), Airborne Freight Corporation.
 James L. Pierce  Chairman
(Retired), ARINC Incorporated.
 3




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##### Table of Contents



Continuing directors:
 Lewis E. Burns  President and Chief Executive Officer (Retired), Dover Industries, Inc.
 John F. Clearman  Special
Advisor to the Board (Retired), Milliman USA.
 Robert W. Cremin  Chairman,
President and Chief Executive Officer, Esterline Technologies
Corporation.
 Anthony P. Franceschini  Director,
President and Chief Executive Officer, Stantec Inc.
 Charles R. Larson  Admiral,
United States Navy (Retired).
 Jerry D. Leitman  Chairman
and Chief Executive Officer, FuelCell Energy, Inc.
 4




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##### Table of Contents



OTHER INFORMATION AS TO DIRECTORS
 Director Compensation
   Board and Board Committees
    Board Independence.
 5




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##### Table of Contents



The Audit Committee http://www.esterline.com/profile/corp_governance.stm
  The Compensation Committee http://www.esterline.com/profile/corp_governance.stm
 The Executive Committee
 The Nominating & Corporate Governance Committee http://www.esterline.com/profile/corp_governance.stm
 The Technology Committee
 6




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##### Table of Contents



Director Nominations and Qualifications
 th
 
    
    the name and address of the shareholder;
    
    a representation that the shareholder is entitled to vote at the meeting at which directors will be elected;
    
    the number of shares of the Company that are beneficially owned by the shareholder;
    
    a representation that the shareholder intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice;
    
    the following information with respect to the person nominated by the shareholder:
 
    
    name and address;
    
    other information regarding such nominee as would be required in a proxy statement
filed pursuant to applicable rules promulgated by the SEC, and
    
    a description of any arrangements or understandings between the shareholder and the
nominee and any other persons (including their names), pursuant to which the nomination
is made; and
 
    
    the consent of each such nominee to serve as a director if elected.
   Shareholder Communications with the Board
  Email boardofdirectors@esterline.com
 Mail:
    
    Board of DirectorsAttn: Lead Independent Director or Corporate SecretaryEsterline Technologies Corporation500 108th Avenue NE, Suite 1500Bellevue, WA 98004
  7




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##### Table of Contents



CODE OF ETHICS
 http://www.esterline.com/profile/corp_governance.stm http://www.esterline.com/profile/corp_governance.stm
 
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Amount and Natureof BeneficialName and Address of Beneficial Owner (1)
    
    Ownership (2)
    
    
    Percent of ClassDimensional Fund Advisors Inc.
    
    
    1,624,233
    (3)
    
    
    6.4
    %1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401AXA Financial, Inc.
    
    
    1,312,829
    (4)
    
    
    5.2
    %1290 Avenue of the Americas, New York, NY 10104M&G Investment Management Limited
    
    
    1,280,000
    (5)
    
    
    5.0
    %Governors House, Laurence Pountney Hill, London, England EC4R
0HHRobert W. Cremin
    
    
    327,766
    (6)
    
    
    1.3
    %Robert D. George
    
    
    117,500
    (6)
    
    
    *Stephen R. Larson
    
    
    101,500
    (6)
    
    
    *Larry A. Kring
    
    
    97,650
    (6)
    
    
    *John F. Clearman
    
    
    15,583
    
    
    
    *Richard J. Wood
    
    
    11,250
    (6)
    
    
    *Jerry D. Leitman
    
    
    7,249
    
    
    
    *Ross J. Centanni
    
    
    5,951
    
    
    
    *Robert S. Cline
    
    
    5,951
    
    
    
    *James L. Pierce
    
    
    4,541
    
    
    
    *Anthony P. Franceschini
    
    
    3,169
    
    
    
    *Lewis E. Burns
    
    
    1,541
    
    
    
    *Charles R. Larson
    
    
    1,379
    
    
    
    *Directors, nominees and executive officers as a group (15 persons)
    
    
    771,040
    (6)
    
    
    3.0
    %
 
 *
    
    Less than 1%(1)
    
    Unless otherwise indicated, the business address of each of the shareholders named in this
table is Esterline Technologies Corporation, 500 108th Avenue NE, Bellevue,
Washington 98004.(2)
    
    Unless otherwise indicated in the footnotes to this table, the person and entities named in
the table have sole voting and sole investment power with respect to all shares beneficially
owned, subject to community property laws where applicable. 8




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##### Table of Contents



(3)
    
    The information on the number of shares held is based upon a Schedule 13G/A filed on February
9, 2005, on behalf of Dimensional Fund Advisors Inc. (Dimensional). Based upon such filing,
Dimensional is an investment advisor registered under Section 203 of the Investment Advisors
Act of 1940. Dimensional furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment manager to certain other
investment vehicles, including commingled group trusts. These investment companies and
investment vehicles are the Funds. In its role as investment advisor or investment manager,
Dimensional possessed sole voting and sole investment power over all of the shares. The Funds
own all of the shares, and Dimensional disclaims beneficial ownership of such shares.(4)
    
    The information on the number of shares held is based upon a Schedule 13G/A filed on February
15, 2005 on behalf of AXA Financial, Inc. (AXF). Based upon such filing, Alliance Capital
Management, L.P. (Alliance), a majority owned subsidiary of AXF, manages unaffiliated
third-party client accounts that hold the shares. Each of AXA Assurances I.A.R.D. Mutuelle,
AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle and AXA have sole voting power
with respect to 857,567 shares, shared voting power with respect to 9,050 shares and sole
dispositive power with respect to all of the shares. Each of the foregoing entities, which
are affiliates of AXF, disclaims beneficial ownership of such shares. AXF has sole voting
power with respect to 427,165 shares and shared voting power with respect to 9,050 shares.
Alliance is deemed to have sole voting power with respect to 425,815 shares, shared voting
power with respect to 9,050 shares, and sole dispositive power with respect to 504,059 shares.
AXA Rosenburg Investment management LLC, an affiliate of AXF, is deemed to have sole voting
power with respect to 429,600 shares and sole dispositive power with respect to 806,620
shares. AXA Konzern AG, an affiliate of AXF, is deemed to have sole voting power and sole
dispositive power with respect to 800 shares. AXA Equitable Life Insurance Company, an
affiliate of AXF, is deemed to have sole voting power and sole dispositive power with respect
to 1,350 shares.(5)
    
    The information on the number of shares is based upon a Schedule 13G filed on January 10,
2006 by M&G Investment Management Limited (M&G). Based upon such filing, M&G has shared
voting and shared dispositive power with respect to the shares.(6)
    
    Includes shares subject to options granted under the Companys Amended and Restated 1987 and
1997 Stock Option Plans and the Companys 2004 Equity Incentive Plan which are exercisable
currently or within 60 days of the date of this proxy statement as follows: Mr. Cremin,
323,750 shares; Mr. George, 116,500 shares; Mr. Larson, 99,500 shares; Mr. Kring, 77,250
shares; Mr. Wood, 11,250 shares; and directors, nominees and executive officers as a group,
695,250 shares. 9




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##### Table of Contents



EXECUTIVE COMPENSATION
  Summary Compensation Table
 Long-Term CompensationAwardsAnnual
    
    
    
    
    
    
    SecuritiesCompensation
    
    
    Other Annual
    
    
    Underlying
    
    
    Payouts
    
    
    All OtherSalary
    
    
    Bonus
    
    
    Compensation
    
    
    Options
    
    
    LTIP Payouts
    
    
    CompensationName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    (#)
    
    
    ($)
    
    
    ($) (3)Robert W. Cremin
    
    
    2005
    
    
    
    685,833
    
    
    
    2,097,302
    
    
    
    
    
    
    
    77,000
    
    
    
    
    
    
    
    6,300Chairman, President and
    
    
    2004
    
    
    
    640,000
    
    
    
    276,750
    
    
    
    
    
    
    
    55,000
    
    
    
    216,975
    
    
    
    6,150Chief Executive Officer
    
    
    2003
    
    
    
    540,000
    
    
    
    302,543
    
    
    
    
    
    
    
    40,000
    
    
    
    412,500
    
    
    
    3,000Robert D. George
    
    
    2005
    
    
    
    333,333
    
    
    
    726,724
    
    
    
    
    
    
    
    17,500
    
    
    
    
    
    
    
    6,300Vice President, Chief
    
    
    2004
    
    
    
    306,667
    
    
    
    90,000
    
    
    
    
    
    
    
    12,000
    
    
    
    71,010
    
    
    
    6,150Financial Officer,
Secretary
and Treasurer
    
    
    2003
    
    
    
    280,000
    
    
    
    104,583
    
    
    
    
    
    
    
    10,000
    
    
    
    135,000
    
    
    
    3,000Larry A. Kring
    
    
    2005
    
    
    
    385,000
    
    
    
    761,626
    
    
    
    
    
    
    
    27,300
    
    
    
    
    
    
    
    6,300Senior Group Vice
President
    
    
    2004
    
    
    
    368,833
    
    
    
    108,000
    
    
    
    
    
    
    
    17,000
    
    
    
    71,010
    
    
    
    6,1502003
    
    
    
    335,000
    
    
    
    125,126
    
    
    
    
    
    
    
    10,000
    
    
    
    135,000
    
    
    
    3,000Stephen R. Larson
    
    
    2005
    
    
    
    306,333
    
    
    
    616,802
    
    
    
    
    
    
    
    14,600
    
    
    
    
    
    
    
    6,300Vice President, Strategy &
    
    
    2004
    
    
    
    293,000
    
    
    
    86,400
    
    
    
    
    
    
    
    12,000
    
    
    
    71,010
    
    
    
    6,150Technology
    
    
    2003
    
    
    
    273,000
    
    
    
    101,968
    
    
    
    
    
    
    
    10,000
    
    
    
    135,000
    
    
    
    3,000Richard J. Wood (4)
    
    
    2005
    
    
    
    262,263
    
    
    
    457,761
    
    
    
    127,711
    
    
    
    25,000
    
    
    
    
    
    
    
    50,839Group Vice President
    
    
    2004
    
    
    
    234,121
    
    
    
    86,415
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,0452003
    
    
    
    75,947
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    33,282
 
 (1)
    
    For fiscal 2005, includes amounts earned under the Companys 2005 Annual Incentive
Compensation Plan and the initial one-year performance period under the Companys new
Long-Term Incentive Plan.(2)
    
    The Company paid for tax planning services provided to Mr. Wood and reimbursed him for
relocation expenses that totaled approximately $111,828, a cost of living adjustment, and car
expenses. Excludes an allowance paid to each of the named executive officers for the purchase
of a vehicle and amounts paid to a financial services provider for investment planning
services rendered to Messrs. Cremin, Kring and Larson.(3)
    
    Other amounts listed are those contributed or accrued by the Company for the Named Executive
Officers, other than Mr. Wood, under the Companys 401(k) plan. For Mr. Wood, amounts
reflected are those contributed by the Company under the Esterline Group Personal Pension
Plan.(4)
    
    Mr. Wood was named Group Vice President in January 2005. Previously, he was President of the
Sensors Group, a subsidiary of the Company, from June 2003 to December 2004. All of the
amounts set forth in the Summary Compensation Table for Mr. Wood, other than $220,833 of the
annual salary and $69,641 of other annual compensation for fiscal year 2005, which were paid
in U.S. dollars, represent the U.S. dollar equivalent of payments made to Mr. Wood in U.K.
pounds sterling. All amounts reported for Mr. Wood for fiscal years 2003 and 2004 and the
pension contributions and $58,070 of other annual compensation reported for Mr. Wood for
fiscal 2005 were converted using the following average exchange rates for the 12-month period
ended as of the end of fiscal years 2003, 2004 and 2005, respectively: U.S. $1.00 = U.K.
£1.62 for 2003; U.S. $1.00 = U.K. £1.81 for 2004; and U.S. $1.00 = U.K. £1.85 for 2005. For
fiscal 2005, $41,430 of Mr. Woods annual salary was converted using the average exchange rate
for the two-month period ended December 31, 2004 of U.S. $1.00 = U.K. £1.91. 
 10




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##### Table of Contents



Options Granted in the Fiscal Year Ended October 28, 2005
 Individual GrantsNumber of
    
    
    % of TotalSecurities
    
    
    Options
    
    
    
    
    
    
    
    
    
    
    Potential Realizable Value atUnderlying
    
    
    Granted to
    
    
    
    
    
    
    
    
    
    
    Assumed Annual Rates of StockOptions
    
    
    Employees
    
    
    Exercise
    
    
    
    
    
    
    Price AppreciationGranted
    
    
    in Fiscal
    
    
    Price
    
    
    
    
    
    
    for Option Term (5)Name
    
    (#) (1)
    
    
    Year
    
    
    ($/Share)
    
    
    Expiration Date
    
    0% ($)
    
    
    5% ($)
    
    
    10% ($)Robert W. Cremin
    
    
    45,000
    (2)
    
    
    13
    %
    
    
    34.30
    
    
    December 9, 2014
    
    
    0
    
    
    
    970,699
    
    
    
    2,459,94132,000
    (3)
    
    
    9
    %
    
    
    38.90
    
    
    June 2, 2015
    
    
    0
    
    
    
    782,848
    
    
    
    1,983,891Robert D. George
    
    
    12,000
    (2)
    
    
    3
    %
    
    
    34.30
    
    
    December 9, 2014
    
    
    0
    
    
    
    258,553
    
    
    
    655,9845,500
    (3)
    
    
    2
    %
    
    
    38.90
    
    
    June 2, 2015
    
    
    0
    
    
    
    134,552
    
    
    
    340,981Larry A. Kring
    
    
    15,000
    (2)
    
    
    4
    %
    
    
    34.30
    
    
    December 9, 2014
    
    
    0
    
    
    
    323,556
    
    
    
    819,98112,300
    (3)
    
    
    4
    %
    
    
    38.90
    
    
    June 2, 2015
    
    
    0
    
    
    
    300,907
    
    
    
    762,558Stephen R. Larson
    
    
    12,000
    (2)
    
    
    3
    %
    
    
    34.30
    
    
    December 9, 2014
    
    
    0
    
    
    
    258,853
    
    
    
    655,9842,600
    (3)
    
    
    1
    %
    
    
    38.90
    
    
    June 2, 2015
    
    
    0
    
    
    
    63,606
    
    
    
    161,191Richard J. Wood
    
    
    25,000
    (4)
    
    
    7
    %
    
    
    31.03
    
    
    February 9, 2015
    
    
    0
    
    
    
    487,865
    
    
    
    1,236,346
 
 (1)
    
    The grants were made pursuant to the Companys 2004 Equity Incentive Plan. The exercise
price of the options is equal to the fair market value of the Common Stock on the date of
grant. The options vest at the rate of twenty-five percent per year on each of the first four
anniversaries of the date of grant.(2)
    
    These grants were made on December 9, 2004.(3)
    
    These grants were made in June 2, 2005.(4)
    
    This grant was made in February 9, 2005.(5)
    
    The potential realizable value is based on the assumption that the stock price for the Common
Stock appreciates at the annual rate shown (compounded annually) from the date of grant until
the end of the ten-year option term, as specified by the SEC. These assumed rates of annual
stock price appreciation are specified by the rules of the SEC and are not intended to
forecast possible future appreciation, if any, of the Companys stock price. Actual
realizable value, if any, on stock option exercises depends on the future performance of the
Common Stock as well as the option holders continued employment with the Company. Aggregated Option Exercises in the Fiscal Year Ended October 28, 2005 and Fiscal Year End
Option Values
 Number of SecuritiesUnderlying Unexercised
    
    
    Value of Unexercised,Shares
    
    
    Value
    
    
    Options at
    
    
    In-the-Money Options atAcquired on
    
    
    Realized
    
    
    Fiscal Year End (#) (2)
    
    
    Fiscal Year End ($) (3)Name
    
    Exercise (#)
    
    
    ($) (1)
    
    
    Exercisable
    
    
    Unexercisable
    
    
    Exercisable
    
    
    UnexercisableRobert W. Cremin
    
    
    100,000
    
    
    
    2,686,154
    
    
    
    276,250
    
    
    
    150,750
    
    
    
    4,960,663
    
    
    
    1,302,375Robert D. George
    
    
    8,000
    
    
    
    140,559
    
    
    
    104,250
    
    
    
    32,250
    
    
    
    2,183,140
    
    
    
    323,593Larry A. Kring
    
    
    50,000
    
    
    
    995,176
    
    
    
    61,750
    
    
    
    50,050
    
    
    
    1,276,678
    
    
    
    406,920Stephen R. Larson
    
    
    20,000
    
    
    
    542,594
    
    
    
    87,250
    
    
    
    32,350
    
    
    
    1,790,268
    
    
    
    323,593Richard J. Wood
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    30,000
    
    
    
    86,400
    
    
    
    233,900
 
 (1)
    
    The value realized is the difference between the fair market value of the underlying Common
Stock at the time of exercise and the aggregate exercise price of the options.(2)
    
    Exercisable/unexercisable amounts are as of October 28, 2005.(3)
    
    Based on the closing price of the Common Stock on October 28, 2005, as reported by the NYSE
($36.93), less the exercise price, multiplied by the number of in-the-money options held.
There is no guarantee that, if and when these options are exercised, they will have this
value. 
 11




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##### Table of Contents



Long-Term Incentive Plans3⁄4Awards in the Fiscal Year Ended October 28, 2005
 Performance orNumber of Shares,
    
    
    Other Period
    
    
    Estimated Future Annual Payouts underUnits
    
    
    Until Maturation
    
    
    Non-Stock Price-Based Plans($) (1)Name
    
    or Other Rights
    
    
    or Payout
    
    
    Target
    
    
    MaximumRobert W. Cremin
    

    
    
    
    2005-2007
    
    
    
    460,000
    
    
    
    1,840,000
    
    
    2005-2006
    
    
    
    460,000
    
    
    
    1,840,000Robert D. George
    
    
    
    
    2005-2007
    
    
    
    165,000
    
    
    
    660,000
    
    
    2005-2006
    
    
    
    165,000
    
    
    
    660,000Larry A. Kring
    

    
    
    2005-2007
    
    
    
    165,000
    
    
    
    660,000
    
    
    2005-2006
    
    
    
    165,000
    
    
    
    660,000Stephen R. Larson
    

    
    
2005-2007
    
    
    
    135,000
    
    
    
    540,000
    
    
2005-2006
    
    
    
    135,000
    
    
    
    540,000Richard J. Wood
    

    
    
2005-2007
    
    
    
    95,000
    
    
    
    380,000
    
    
2005-2006
    
    
    
    95,000
    
    
    
    380,000
 
 (1)
    
    The above awards are targets which could be earned pursuant to the Companys long-term
incentive compensation plan which was instituted on March 1, 2005. Awards under the new plan
are based on performance with respect to two goals: growth in earnings per share and return on
invested capital. See Compensation Committee ReportLong Term Incentive Plan. Retirement Benefits
   Pension Plan Table
 Years of Credited Service at RetirementAverage Compensation
    
    10
    
    
    15
    
    
    20
    
    
    25
    
    
    30$   100,000
    
    $
    12,400
    
    
    $
    18,600
    
    
    $
    24,800
    
    
    $
    31,000
    
    
    $
    37,200250,000
    
    
    36,400
    
    
    
    54,600
    
    
    
    72,800
    
    
    
    91,000
    
    
    
    109,200400,000
    
    
    60,400
    
    
    
    90,600
    
    
    
    120,800
    
    
    
    151,000
    
    
    
    181,200550,000
    
    
    84,400
    
    
    
    126,600
    
    
    
    168,800
    
    
    
    211,000
    
    
    
    253,200700,000
    
    
    108,400
    
    
    
    162,600
    
    
    
    216,800
    
    
    
    271,000
    
    
    
    325,200850,000
    
    
    132,400
    
    
    
    198,600
    
    
    
    264,800
    
    
    
    331,000
    
    
    
    397,2001,000,000
    
    
    156,400
    
    
    
    234,600
    
    
    
    312,800
    
    
    
    391,000
    
    
    
    469,2001,150,000
    
    
    180,400
    
    
    
    270,600
    
    
    
    360,800
    
    
    
    451,000
    
    
    
    541,200
 12




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Change in Control Arrangements
 Termination Protection Agreements.
 2004 Equity Incentive Plan.
 13




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AUDIT COMMITTEE REPORT
       
 14




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##### Table of Contents



INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS FEES
  Fees2005
    
    
    2004Audit fees (1)
    
    $
    2,641,783
    
    
    $
    1,600,986Audit-related fees (2)
    
    
    
    
    
    
    Tax fees (3)
    
    
    247,856
    
    
    
    111,253All other fees
    
    
    
    
    
    
    
 
 (1)
    
    Includes professional services for the audit of the Companys annual financial statements,
reviews of the financial statements included in the Companys Form 10-Q filings, services that
are normally provided by the Companys independent registered public accounting firm in
connection with statutory and regulatory filings or engagements and services that generally
only the independent registered public accounting firm can reasonably provide, such as comfort
letters, statutory audits, attest services, consents and assistance with and review of
documents filed with the SEC.(2)
    
    Includes fees associated with assurance and related services that are reasonably related to
the performance of the audit or review of the Companys financial statements, including, if
applicable, fees related to assistance in financial due diligence related to mergers and
acquisitions and consultation regarding generally accepted accounting principles.(3)
    
    Includes fees associated with tax compliance, tax advice, and domestic and international tax
planning. This category includes fees relating to tax planning on mergers and acquisitions,
restructurings and other services related to tax disclosure and filing requirements.   15




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##### Table of Contents



REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION FOR FISCAL YEAR 2005
   §
    
    Support a performance-oriented environment that rewards both the Companys annual financial results and its
longer-term achievements as compared to market benchmarks.§
    
    Reward executives for long-term strategic management and the enhancement of shareholder value.§
    
    Attract and retain key executives critical to the success of the Company.
  General Compensation Policy
    Components of Compensation
  §
    
    Base Salary;§
    
    Annual Incentive Compensation Plan;§
    
    Long-term Incentive Plan;§
    
    Stock Options; and§
    
    Benefits.
 16




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Base Salary
     Annual Incentive Compensation Plan
      17




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##### Table of Contents



Long-term Incentive Plan
    §    
    Focus executives on increasing total shareholder returns over the long term by
concentrating on key drivers of share price;§
    
    Encourage executives to take reasonable long-term investment risks by measuring
performance over multiple years; and§
    
    Encourage profitable growth and effective use of assets in achieving growth
goals.
  
 18




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Stock Options
    Review of All Components of Executive Officer Compensation
   19




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Chief Executive Officer Compensation
  Additional Information
   
 20




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COMMON STOCK PRICE PERFORMANCE GRAPH
  
  21




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APPROVAL OF AMENDED 2004 EQUITY COMPENSATION PLAN
  The Board of Directors recommends a vote for approval of the amended 2004 Plan.
       Description of the 2004 Plan
 Purpose
  Administration  The Compensation Committee
  22




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Eligibility
  Types of Awards
  Stock Options.
  Stock Appreciation Rights (SARs).
 Stock Awards, Restricted Stock and Stock Units.
 23




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Performance Awards.
 Other Stock or Cash-Based Awards.
 Shares Subject to the 2004 Plan
 Number of Shares Reserved for Issuance.
 Limitations on Use of Shares Subject to the 2004 Plan.
 Nonassignability of Awards
  24




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##### Table of Contents



Term, Termination and Amendment
  Repricing
  Performance-Based Compensation under Section 162(m)
  Company Transaction and Change in Control
 Company Transaction.
 
    
    All outstanding awards become fully and immediately exercisable immediately prior to
the Company transaction, unless such awards are converted, assumed, or replaced by the
successor company. The Company can elect to cash-out awards.
    
    Performance awards earned and outstanding become payable in full and deferrals or other
restrictions shall remain in effect.
 Change of Control.
 25




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
    
    Any options and stock appreciation rights shall become fully exercisable and vested to
the full extent of the original grant.
    
    Any restrictions and deferral limitations applicable to any restricted stock or stock
units shall lapse.
    
    All performance awards shall be considered to be earned and payable in full, and any
deferral or other restriction shall lapse and such performance stock and performance units
shall be immediately settled or distributed.
    
    Any restrictions and deferral limitations and other conditions applicable to any other
awards shall lapse, and such other awards shall become free of all restrictions,
limitations or conditions and become fully vested and transferable to the full extent of
the original grant.
    
    The committee can provide a cash-out right for awards in connection with a change in
control.
 Definition of Company Transaction.
 
    
    a merger or consolidation of the Company with or into any other company or other
entity;
    
    a sale in one transaction or a series of transactions undertaken with a common purpose
of at least 50% of the Companys outstanding voting securities; or
    
    a sale, lease, exchange or other transfer in one transaction or a series of related
transactions undertaken with a common purpose of at least 50% of the Companys assets.
 Definition of Related Party Transaction.
 
    
    the beneficial ownership of the Company or the resulting company remains the same with
respect to at least 70% of the voting power of the outstanding voting securities in
substantially the same proportions as immediately prior to such Company transaction;
    
    no entity (other than the Company or an affiliate) will beneficially own 30% or more of
the outstanding shares of common stock of the resulting company or the voting power of the
outstanding voting securities; and
    
    the Companys incumbent board will, after the Company transaction, constitute at least
a majority of the board of the Company resulting from such Company transaction.
 Definition of Change in Control.
 
    
    an acquisition of beneficial ownership of 30% or more of either (a) the then
outstanding shares of common stock of the Company or (b) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in the
election of directors (excluding any acquisition directly from the Company, any
acquisition by the Company, any acquisition by any employee benefit plan of the Company,
or a related party transaction.
 26




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##### Table of Contents




    
    a change in the composition of the Companys Board of Directors during any two-year
period such that the incumbent board members cease to constitute at least a majority (not
including directors whose election was approved by at least two-thirds of the incumbent
board).
 U.S. Federal Income Tax Consequences
  Stock Options
 Nonqualified Stock Options.
 Incentive Stock Options.
  Stock Appreciation Rights
  Stock Awards
  27




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Restricted Stock Awards
   Performance Awards and Other Stock Unit Awards
  Tax Consequences to the Company
  Tax Withholding
  Other Information
  28




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APPROVAL OF AMENDED 2002 EMPLOYEE STOCK PURCHASE PLAN
    The Board of Directors recommends a vote FOR approval of the amended 2002 Employee Stock
Purchase Plan.
  Description of the ESPP
 Purpose
 Administration
 Stock Subject to the ESPP
 Eligibility
 Offering Periods
 29




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##### Table of Contents



Purchase Price
 Effect of Termination
 Change in Control
 Amendment, Suspension and Termination of the ESPP
 Subplans for Eligible Employees in Other Countries.
 The Companys Sharesave Scheme.
 Federal Income Tax Consequences
   30




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Other Information
  31




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##### Table of Contents



EQUITY COMPENSATION PLAN INFORMATION
  Equity Compensation Plan InformationNumber of securitiesremaining available forNumber of securities
    
    
    
    
    
    
    future issuance underto be issued upon
    
    
    Weighted-average
    
    
    equity compensation plansexercise
    
    
    exercise price of
    
    
    (excluding securitiesof outstanding options,
    
    
    outstanding options,
    
    
    reflected in the firstPlan Category
    
    warrants and rights
    
    
    warrants and rights
    
    
    column)Equity compensation plans
approved by security
holders
    
    
    1,401,100
    
    
    $
    23.56
    
    
    
    451,086
    (1)(2)Equity compensation plans not
approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,401,100
    
    
    $
    23.56
    
    
    
    451,086
 
 (1)
    
    Of these shares, 276,350 shares are available for issuance under the 2004 Equity Incentive
Plan, 122,978 shares are available for purchase under the 2002 Employee Stock Purchase Plan,
51,758 are available for grant under the Non-Employee Directors Stock Compensation Plan, as
of the end of the Companys last completed fiscal year. If the amendments to the 2004 Equity
Incentive Plan proposed in this proxy statement are approved by the Companys Stockholders at
the 2006 annual meeting, an additional 1,000,000 shares will be available for issuance under
that plan. If the amendment to the 2002 Employee Stock Purchase Plan proposed in this proxy
statement is approved by the Companys Stockholders at the 2006 annual meeting, an additional
150,000 shares will be available for issuance under that plan.(2)
    
    Pursuant to the Non-Employee Directors Stock Compensation Plan, each of the Companys
non-employee directors will receive an automatic grant of shares of Common Stock not subject
to any restriction within 45 days of each annual shareholders meeting with an aggregate market
value of $45,000 based on the closing price of the Common Stock on that date. 32




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##### Table of Contents



SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   
 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  
 OTHER MATTERS
  
 ANNUAL REPORT, FORM 10-K AND OTHER CORPORATE GOVERNANCE INFORMATION
 th http://www.esterline.com/investor/sec.stm http://www.esterline.com/profile/corp_governance.stm
 33




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##### Table of Contents



SHAREHOLDER PROPOSALS FOR 2007
  By order of the Board of Directors-s- Robert D. GeorgeROBERT D. GEORGEVice President,Chief Financial Officer,
Secretary and TreasurerJanuary 24, 2006
 34




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##### Table of Contents



ANNEX A
 EXCERPT FROM CORPORATE GOVERNANCE GUIDELINES
 (d) Independence: Defining Independence for this Board
   
    
    The director was an employee of the Company.
    
    The director was affiliated with or employed by an independent public
accounting firm for the Company (or of an affiliate).
    
    The director was part of an interlocking directorate in which an executive
officer of the Company serves on the compensation committee (or the board if no
compensation committee) of another company that concurrently employed the
director.
    
    The director has an immediate family member falling in any of the foregoing
categories.
    
    
    A director cannot receive, directly or indirectly, any consulting or advisory
fees or any other compensation other than directors fees from the Company;
    
    A director cannot be an affiliated person of the Company or any of its
subsidiaries (as such term is defined under applicable federal securities laws and
regulations), except as specifically permitted under such laws and regulations or
official interpretations thereof.
   (e) Independence: Avoiding Conflicts
  A-1




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A-2




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##### Table of Contents



ANNEX B
 AUDIT COMMITTEE CHARTER
 Purpose and Authority
 Committee SEC
   Composition, Role and Independence, Meetings
 NYSE .
    B-1




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Duties and Responsibilities
  Engagement of Independent Auditor
     de minimis Exhibit 1
  B-2




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##### Table of Contents



Evaluation of Independent Auditor
    SAS Communications with Audit Committee Audit
Adjustments Audit Committee Communications
   Review of Financial Statements and Related Disclosure
   B-3




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Periodic Assessments and Review
       Internal Audit Review
  B-4




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##### Table of Contents



Related Party Transactions
  Proxy Statement Report
  Hiring Policies
  Complaint Procedures
   Reports to Board
  Annual Review
   It is not the responsibility of the Committee to plan or conduct audits or to determine whether the
Companys financial statements are complete and accurate or in accordance with generally accepted
accounting principles.
 B-5




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##### Table of Contents



ANNEX C
 ESTERLINE TECHNOLOGIES CORPORATION
 2004 EQUITY INCENTIVE PLAN
 SECTION 1. PURPOSE
  SECTION 2. DEFINITIONS
  Acquired Entity
 Acquisition Price
 Award
 Board
 Cause 
 Change in Control,
   C-1




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##### Table of Contents



Code
 Committee
 Common Stock
 Company
 Company Transaction 
     Covered Employee
 Disability 
 Effective Date
 Eligible Person
 Exchange Act
 Fair Market Value
 Grant Date
 Incentive Stock Option
 Nonqualified Stock Option
 Option
 Parent Company
 C-2




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##### Table of Contents



Participant
 Performance Award
 Performance Criteria
 Performance Share
 Performance Unit
 Plan
 Related Company
 Related Party Transaction
    Restricted Stock
 Retirement 
 Securities Act
 Stock Appreciation Right SAR
 Stock Award
 Stock Unit
 Substitute Awards
 Successor Company
 C-3




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##### Table of Contents



Termination of Service
 Vesting Commencement Date
 SECTION 3. ADMINISTRATION
 3.1 Administration of the Plan
   3.2 Administration and Interpretation by Committee
   C-4




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SECTION 4. SHARES SUBJECT TO THE PLAN
 4.1 Authorized Number of Shares
     4.2 Share Usage
    C-5




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##### Table of Contents



4.3 Limitations
  SECTION 5. ELIGIBILITY
  SECTION 6. AWARDS
 6.1 Form, Grant and Settlement of Awards
  6.2 Evidence of Awards
  6.3 Deferrals
  6.4 Dividends and Distributions
  SECTION 7. OPTIONS
 7.1 Grant of Options
  7.2 Option Exercise Price
  C-6




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##### Table of Contents



7.3 Term of Options
  7.4 Exercise of Options
  7.5 Payment of Exercise Price
       7.6 Post-Termination Exercise
      C-7




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##### Table of Contents



SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS
  8.1 Dollar Limitation
  8.2 Eligible Employees
  8.3 Exercise Price
  8.4 Option Term
  8.5 Exercisability
  C-8




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8.6 Taxation of Incentive Stock Options
   8.7 Code Definitions
  SECTION 9. STOCK APPRECIATION RIGHTS
 9.1 Grant of Stock Appreciation Rights
  9.2 Payment of SAR Amount
  SECTION 10. STOCK AWARDS, RESTRICTED STOCK AND STOCK UNITS
 10.1 Grant of Stock Awards, Restricted Stock and Stock Units
  10.2 Vesting of Restricted Stock and Stock Units
  C-9




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10.3 Waiver of Restrictions
  SECTION 11. PERFORMANCE AWARDS
 11.1 Performance Shares
  11.2 Performance Units
  SECTION 12. CODE SECTION 162(m) PROVISIONS
  12.1 Performance Criteria
  C-10




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12.2 Adjustment of Awards
  12.3 Limitations
   SECTION 13. OTHER STOCK OR CASH-BASED AWARDS
  SECTION 14. WITHHOLDING
   SECTION 15. ASSIGNABILITY
  C-11




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SECTION 16. ADJUSTMENTS
 16.1 Adjustment of Shares
    16.2 Dissolution or Liquidation
  16.3 Company Transaction; Change in Control
 16.3.1 Effect of a Company Transaction That Is Not a Change in Control or a Related Party
Transaction
    C-12




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16.3.2 Effect of a Change in Control
      16.3.3 Change in Control Cash-Out
    C-13




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##### Table of Contents



16.4 Further Adjustment of Awards
  16.5 No Limitations
  16.6 Fractional Shares
  16.7 Section 409A of the Code
  SECTION 17. AMENDMENT AND TERMINATION
 17.1 Amendment, Suspension or Termination
   17.2 Term of the Plan
  17.3 Consent of Participant
  C-14




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SECTION 18. GENERAL
 18.1 No Individual Rights
   18.2 Issuance of Shares
     18.3 Indemnification
  C-15




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##### Table of Contents



18.4 No Rights as a Stockholder
  18.5 Compliance With Laws and Regulations
  18.6 Participants in Other Countries or Jurisdictions
  18.7 No Trust or Fund
  18.8 Successors
  18.9 Severability
  18.10 Choice of Law
  18.11 Legal Requirements
  C-16




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SECTION 19. EFFECTIVE DATE
  C-17




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##### Table of Contents



PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS
 SUMMARY PAGE
 Date ofDate of
    
    
    
    
    
    ShareholderBoard Action
    
    Action
    
    Section/Effect of Amendment
    
    ApprovalDecember 4, 2003
    
    Initial PlanAdoption
    
    
    
    March 3, 2004December 8, 2005
    
    Plan Amendments
    
    Section 2/update
definitions;Section 3.1/update administrative authority language;
    
    March ___, 2006Section 3.2/prohibit repricing without shareholder approval
(moved from Section 17.1);Section 4.1/increase authorized shares by adding 1 million
shares;Section 4.3/move limitations to Section 12;Section 6/provide for treatment of dividends;Section 7/clarify mechanics for option exercise and
termination of service;Section 8/update ISO terms;Section 9/update SAR terms;Section 10/clarify treatment of stock awards;Section 11/update performance award provisions;Section 12/clarify application of 162(m) limits and update
performance criteria;Section 13/clarify authority to grant other types of awards;Section 16/update company transaction and change in control
provisions, add cash-out feature and provide for Section
409A compliance;Section 17.1/move repricing prohibition to Section 4.2;Section 18.4/clarify application to all Awards other than
Stock Awards;Section 18.6/update authority to grant outside US;Section 18.11/add new section clarifying Plan limited by
applicable law.
 C-18




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##### Table of Contents



ANNEX D
 ESTERLINE TECHNOLOGIES CORPORATION
 2002 EMPLOYEE STOCK PURCHASE PLAN
 SECTION 1. PURPOSE
  SECTION 2. DEFINITIONS
  Additional Shares
 Affiliate
 Beneficial Owner
 Board
 Code
 Committee
 Common Stock
 Company
 Company Transaction
 (a)
    
    consummation of a merger or consolidation of the Company or any direct or indirect
Subsidiary Corporation of the Company with or into any other company, other than (i) a
merger or consolidation which would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to represent
(either by remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the ownership of any trustee
or other fiduciary holding securities under an employee benefit plan of the Company or any
Affiliate, at least 70% of the combined voting power of the securities of the Company or
such surviving entity or any parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities acquired directly from the
Company or its Affiliates other than in connection with the acquisition by the Company or
its Affiliates of a business) representing 30% or more of the combined voting power of the
Companys then outstanding securities; or(b)
    
    consummation of an agreement for the sale or disposition by the Company of all or
substantially all of the Companys assets, other than a sale or disposition by the Company
of all or substantially all of the
 D-1




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Companys assets to an entity, at least 70% of the combined voting power of the voting
securities of which are owned by stockholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior to such sale.
 Designated Subsidiary
 Eligible Compensation
 Eligible Employee
 (a)
    
    the employee does not, immediately after the Option is granted, own stock (as defined
by the Code) possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company or of a Parent Corporation or Subsidiary Corporation;(b)
    
    the employees customary employment is for 20 hours or more per week or any lesser
number of hours established by the Plan Administrator for a future Offering;(c)
    
    the employee has been employed for a minimum of one year as of an Offering Date or any
lesser or greater minimum employment period not to exceed two years that is established by
the Plan Administrator for a future Offering; and(d)
    
    if established by the Plan Administrator for a future Offering, the employee
customarily works a certain minimum number of months per year, such number of months not to
exceed five months per year.
  Enrollment Period
 ESPP Broker
 Exchange Act
 Fair Market Value The Wall Street Journal
 Human Resources Department
 Offering
 Offering Date
 Option
 D-2




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##### Table of Contents



Parent Corporation
 Participant
 Person
 Plan
 Plan Administrator
 Purchase Date
 Purchase Period
 Purchase Price
 Securities Act
 Subscription
 Subsidiary Corporation
 Successor Company
 SECTION 3. ADMINISTRATION
 3.1 Plan Administrator
  3.2 Administration and Interpretation by the Plan Administrator
  D-3




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SECTION 4. STOCK SUBJECT TO PLAN
  SECTION 5. OFFERING DATES
 5.1 Offerings
 (a)
    
    Except as otherwise set forth below, the Plan shall be implemented by a series of
Offerings that each last six months (each, an Offering), such Offerings to commence on
June 16 and December 16 of each year and to end on the next December 15 and June 15,
respectively. The first Offering shall begin on September 3, 2002 and shall end on
December 15, 2002.(b)
    
    Notwithstanding the foregoing, the Plan Administrator may establish (i) a different
term for the initial Offering or for one or more future Offerings and (ii) different
commencing and ending dates for such Offerings; provided, however, that an Offering may not
exceed five years; and provided, further, that if the Purchase Price may be less than 85%
of the Fair Market Value of the Common Stock on the Purchase Date, the Offering may not
exceed 27 months.(c)
    
    In the event the first or the last day of an Offering is not a regular business day,
then the first day of the Offering shall be deemed to be the next regular business day and
the last day of the Offering shall be deemed to be the last preceding regular business day.
 5.2 Purchase Periods
 (a)
    
    Each Offering shall consist of one or more consecutive purchase periods (each, a
Purchase Period). The last day of each Purchase Period shall be the Purchase Date for
such Purchase Period. A Purchase Period shall commence on June 16 and December 16 of each
year and shall end on the next December 15 and June 15, respectively. The first Purchase
Period shall begin on September 3, 2002 and shall end on December 15, 2002.(b)
    
    Notwithstanding the foregoing, the Plan Administrator may establish (i) a different
term for the initial Purchase Period or for one or more future Purchase Periods and (ii)
different commencing and ending dates for any such Purchase Period.(c)
    
    In the event the first or last day of a Purchase Period is not a regular business day,
then the first day of the Purchase Period shall be deemed to be the next regular business
day and the last day of the Purchase Period shall be deemed to be the last preceding
regular business day.
 5.3 Governmental Approval; Stockholder Approval
  SECTION 6. PURCHASE PRICE
 (a)
    
    The purchase price (the Purchase Price) at which Common Stock may be acquired in an
Offering pursuant to the exercise of all or any portion of an Option shall be 85% of the
lesser of (i) the Fair Market Value of the Common Stock on the Offering Date of such
Offering and (ii) the Fair Market Value of the
 D-4




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Common Stock on a Purchase Date during the Offering, unless the Plan Administrator
establishes a higher percentage for a future Offering.
 (b)
    
    Notwithstanding the foregoing, if an increase in the number of shares authorized for
issuance under the Plan (other than an annual increase pursuant to Section 4) is approved
and all or a portion of such additional shares are to be issued during one or more
Offerings that are underway at the time of stockholder approval of such increase (the
Additional Shares), then, if as of the date of such stockholder approval, the Fair Market
Value of a share of Common Stock is higher than the Fair Market Value on the Offering Date
for any such Offering, the Purchase Price for the Additional Shares shall be 85% of the
lesser of (i) the Common Stocks Fair Market Value on the date of such stockholder approval
and (ii) the Fair Market Value of the Common Stock on the Purchase Date.
 SECTION 7. PARTICIPATION IN THE PLAN
 7.1 Initial Participation
  (a)
    
    indicating the Eligible Employees election to participate in the Plan;(b)
    
    authorizing payroll deductions and stating the amount to be deducted regularly from the
Participants Eligible Compensation; and(c)
    
    authorizing the purchase of Common Stock for the Participant in each Purchase Period.
   7.2 Continued Participation
  SECTION 8. LIMITATIONS ON RIGHT TO PURCHASE SHARES
 8.1 Number of Shares Purchased
 (a)
    
    No Participant shall be entitled to purchase Common Stock under the Plan (or any other
employee stock purchase plan that is intended to meet the requirements of Code Section 423
sponsored by the Company, a Parent Corporation or a Subsidiary Corporation) with a Fair
Market Value exceeding $25,000 (such value determined as of the Offering Date for each
Offering or such other limit as may be imposed by the Code) in any calendar year in which a
Participant participates in the Plan (or any other employee stock purchase plan described
in this Section 8.1).
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(b)
    
    No Participant shall be entitled to purchase more than 2,000 shares of Common Stock (or
such other number as the Board or the Committee shall specify for a future Offering) under
the Plan in any Offering or, if a future Offering has more than one Purchase Period, in any
single Purchase Period of that Offering.
 8.2 Pro Rata Allocation
  SECTION 9. PAYMENT OF PURCHASE PRICE
 9.1 General Rules
  9.2 Percent Withheld
  9.3 Payroll Deductions
  9.4 Memorandum Accounts
  9.5 No Interest
  9.6 Acquisition of Common Stock
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9.7 Refund of Excess Amounts
  9.8 Withholding Obligations
  9.9 Termination of Participation
  9.10 Procedural Matters
  9.11 Leaves of Absence
  SECTION 10. COMMON STOCK PURCHASED UNDER THE PLAN
 10.1 ESPP Broker
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10.2 Notice of Disposition
  SECTION 11. CHANGES IN WITHHOLDING AMOUNTS AND
VOLUNTARY WITHDRAWAL
 11.1 Changes in Withholding Amounts
 (a)
    
    Unless the Plan Administrator establishes otherwise for a future Offering, during a
Purchase Period, a Participant may elect to reduce payroll contributions to 0% by
completing and filing with the Human Resources Department an amended Subscription
authorizing cessation of payroll deductions. The change in rate shall be effective as of
the first pay date that falls at least ten business days after the Participant files the
amended Subscription (the Change Notice Date), unless the Plan Administrator determines
otherwise for a future Offering. All payroll deductions accrued by a Participant as of a
Change Notice Date shall continue to be applied toward the purchase of Common Stock on the
Purchase Date, unless a Participant withdraws from the Plan, pursuant to Section 11.2
below. An amended Subscription shall remain in effect until the Participant changes such
Subscription in accordance with the terms of the Plan.(b)
    
    Unless the Plan Administrator determines otherwise for a future Offering, a Participant
may elect to increase or decrease the amount to be withheld from his or her compensation
for future Purchase Periods by filing with the Human Resources Department an amended
Subscription; provided, however, that notice of such election must be delivered to the
Human Resources Department prior to or during an open enrollment period for the next
Purchase Period (or by any other time period established by the Plan Administrator for a
future Offering) in such form and in accordance with such terms as the Plan Administrator
may establish for an Offering. An amended Subscription shall remain in effect until the
Participant changes such Subscription in accordance with the terms of the Plan.(c)
    
    Notwithstanding the foregoing, to the extent necessary to comply with Code Section 423
and Section 8.1, a Participants payroll deductions shall be decreased to 0% during any
Purchase Period if the aggregate of all payroll deductions accumulated with respect to one
or more Purchase Periods ending within the same
calendar year exceeds $25,000 of Fair Market Value of the Common Stock determined as of the
first day of an Offering ($21,250 to the extent the Purchase Price may be 85% of the Fair
Market Value of the Common Stock on the Offering Date of the Offering). Payroll deductions
shall re-commence at the rate provided in such Participants Subscription at the beginning
of the first Purchase Period that is scheduled to end in the following calendar year, unless
the Participant terminates participation in the Plan as provided in Section 11.2 or
indicates otherwise in an amended Subscription. Also, notwithstanding the foregoing, a
Participants payroll deductions shall be decreased to 0% at such time that the aggregate
of all payroll deductions accumulated with respect to an Offering exceeds the amount
necessary to purchase 2,000 shares of Common Stock in such Offering (or such other number
as the Board or Committee shall specify for a future Offering). Payroll deductions shall
re-commence at the rate provided in such Participants Subscription at the beginning of the
next Purchase Period, provided the Participant continues to participate in the Plan and such
participation complies with Section 8.1.
 11.2 Withdrawal From the Plan
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11.3 Notice of Withdrawal; Effect of Withdrawal on Prior Purchase Periods; Re-enrollment
in the Plan
 (a)
    
    The Company may, from time to time, impose a requirement that any notice of withdrawal
be on file with the Human Resources Department for a reasonable period prior to the
effectiveness of the Participants withdrawal.(b)
    
    If a Participant withdraws from the Plan after the Purchase Date for a Purchase Period,
the withdrawal shall not affect Common Stock acquired by the Participant in any earlier
Purchase Periods.(c)
    
    In the event a Participant voluntarily elects to withdraw from the Plan, the
Participant may participate in any subsequent Offering under the Plan by again satisfying
the definition of Eligible Employee and re-enrolling in the Plan in accordance with Section
7.
 11.4 Return of Payroll Deductions
  SECTION 12. AUTOMATIC WITHDRAWAL
  SECTION 13. TERMINATION OF EMPLOYMENT
  SECTION 14. RESTRICTIONS ON ASSIGNMENT
 14.1 Transferability
  14.2 Beneficiary Designation
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SECTION 15. NO RIGHTS AS STOCKHOLDER UNTIL SHARES ISSUED
  SECTION 16. LIMITATIONS ON SALE OF COMMON STOCK PURCHASED UNDER THE PLAN
  SECTION 17. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
 (a)
    
    The Board may amend the Plan in such respects as it shall deem advisable; provided,
however, that, to the extent required for compliance with Code Section 423 or any
applicable law or regulation, stockholder approval will be required for any amendment that
will (i) increase the total number of shares as to which Options may be granted under the
Plan, (ii) modify the class of employees eligible to receive Options, or (iii) otherwise
require stockholder approval under any applicable law or regulation; and provided further,
that except as provided in this Section 17, no amendment to the Plan shall make any change
in any Option previously granted which adversely affects the rights of any Participant.(b)
    
    The Plan shall continue in effect for ten years after the date of its adoption by the
Board. Notwithstanding the foregoing, the Board may at any time and for any reason suspend
or terminate the Plan. During any period of suspension or upon termination of the Plan, no
Options shall be granted.(c)
    
    Except as provided in Section 20, no such termination of the Plan may affect Options
previously granted, provided that the Plan or an Offering may be terminated by the Board on
a Purchase Date or by the Board setting a new Purchase Date with respect to an Offering and
a Purchase Period then in progress if the Board determines that termination of the Plan
and/or the Offering is in the best interests of the Company and the stockholders or if
continuation of the Plan and/or the Offering would cause the Company to incur adverse
accounting charges as a result of a change after the effective date of the Plan in the
generally accepted accounting rules applicable to the Plan.
 SECTION 18. NO RIGHTS AS AN EMPLOYEE
  SECTION 19. EFFECT UPON OTHER PLANS
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SECTION 20. ADJUSTMENTS
 20.1 Adjustment of Shares
  20.2 Dissolution or Liquidation of the Company
  20.3 Company Transaction
  20.4 Limitations
  SECTION 21. REGISTRATION; CERTIFICATES FOR SHARES
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SECTION 22. ELIGIBLE EMPLOYEES IN OTHER COUNTRIES
  SECTION 23. EFFECTIVE DATE
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PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS
SUMMARY PAGE
 Date of ShareholderDate of Board Action
    
    Action
    
    Section/Effect of Amendment
    
    ApprovalSeptember 17, 2001
    
    Initial Plan Adoption
    
    
    
    March 3, 2004September 12, 2002
    
    Plan Amendment
    
    Section 2/update definition of
Eligible Compensation and Eligible
Employee;
Section 5/change Offering and
Purchase Period Dates;
Section 6/permit higher Purchase
Price for future offerings;
Section 11/change administrative
procedures for withholding
elections, payroll deductions and
withdrawal from the plan;
    
    Not requiredSeptember 8, 2004
    
    Plan Amendment
    
    Section 22/renumbered as Section 23;
Section 22/authorize subplans for
employees in other countries;
    
    Not requiredDecember 8, 2005
    
    Plan Amendment
    
    Section 4/amended to increase
shares available for issuance from
    
    March ,2006300,000 shares to 450,000 shares
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Please
Mark Here
for Address
Change or
Comments
    
    oSEE REVERSE SIDE
  1.
    
    Election of the
following
Director
Nominees:FOR all nominees listed
below (except as marked
to the contrary)
    
    WITHHOLD AUTHORITY
to vote for all nominees
listed belowo
    
    oTo serve a term that
expires in 2009:01 Ross J. Centanni,02 Robert S. Cline, and03 James L. PierceINSTRUCTION: To withhold authority for any individual
nominee, print that nominees name in the following space:
 FOR
    
    AGAINST
    
    ABSTAIN2.
    
    To consider and
approve a proposal
to amend the
Companys 2004
Equity Incentive
Plan to, among
other things,
authorize the
issuance of an
additional
1,000,000 shares of
the Companys
Common Stock,
    
    o
    
    o
    
    oFOR
    
    AGAINST
    
    ABSTAIN3.
    
    To consider and
approve a proposal
to amend the
Companys Employee
Stock Purchase Plan
to authorize the
issuance of an
additional 150,000
shares of the
Companys Common
Stock,
    
    o
    
    o
    
    o4.
    
    In their discretion, the holders of this proxy are authorized to vote upon such other business as may
properly come before the meeting or any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed on this proxy card. Management
recommends a vote FOR all nominees designated on this proxy card and FOR proposals 2, 3 and 4. If no
specification is made, a vote FOR all nominees and FOR proposals 2, 3 and 4 will be entered.The undersigned hereby revokes any proxy or proxies heretofore given for such shares and ratifies all
that said proxies or their substitutes may lawfully do by virtue hereof.
   Signature
    
    
    
    Signature
    
    
    
    DateNOTE: Please sign as name appears on this
proxy. If stock is held jointly, each owner should
sign. Persons signing in a representative capacity
should give their title. PLEASE PROMPTLY DATE, SIGN
AND RETURN THIS PROXY CARD.
 
 Ù FOLD AND DETACH HERE Ù




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##### Table of Contents



ESTERLINE TECHNOLOGIES CORPORATION
 This Proxy is Solicited on Behalf of The Board of Directors
  (Continued and to be signed on other side)
  Address Change/Comments (Mark the corresponding box on the reverse side)
 
 Ù FOLD AND DETACH HERE Ù
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