Filed by Bowne Pure Compliance








Exhibit 10.2




GOODRICH CORPORATION

SAVINGS BENEFIT RESTORATION PLAN




As Amended and Restated Generally Effective January 1, 2005




INTRODUCTION




The purpose of this Plan is to provide supplemental savings plan benefits to certain employees who
are or were participants in the Goodrich Corporation Employees’ Savings Plan. The supplemental
savings plan benefits provided by this Plan are intended to provide covered employees with savings
plan benefits that, in the aggregate, will be equal to the savings plan benefits the employees
would receive under the Goodrich Corporation Employees’ Savings Plan if such plan was not subject
to certain Internal Revenue Code limitations applicable to qualified retirement plan benefits.



This Plan, currently known as the Goodrich Corporation Savings Benefit Restoration Plan, is hereby
amended and restated generally effective January 1, 2005 as set forth herein to reflect, among
other things, the requirements of the American Jobs Creation Act of 2004. This restatement of the
Plan reflects all prior amendments to the Plan and also reflects the fact that the provisions of
the Goodrich Corporation Pension Benefit Restoration Plan are contained in a separate document.



ARTICLE I. DEFINITIONS





	 	1.1	 	“Affiliate” means a corporation which is a member of a controlled group of
corporations, as such term is defined in Code Section 1563(a), which includes the
Company, or is a corporation, partnership, sole proprietorship, affiliated service
group, or other business entity that is under common control with the Company (as
determined in accordance with the definition of such terms contained in Code Section
414(b), (c), (m) or (o)), but with respect only to periods of time during which such
controlled group status or common control status exists.







	 	1.2	 	“Base Salary” means the annual base salary earned by the Eligible Employee for
the Plan Year. Base Salary shall not include Incentive Compensation.







	 	1.3	 	“Beneficiary” means the person or persons designated, on a form prescribed by
the Company, by an Eligible Employee to be his or her Beneficiary to whom payment under
the Plan shall be made in the event of the Eligible Employee’s death. If an Eligible
Employee fails to designate a Beneficiary as provided above, or if the Beneficiary
designation is revoked without execution of a new designation, or if every person
designated as Beneficiary predeceases the Eligible Employee or dies prior to complete
distribution of the Eligible Employee’s benefits, then the Committee shall direct the
distribution of such benefits to the Eligible Employee’s estate.





 


 









 






	 	1.4	 	“Book Account” means the account for each Eligible Employee established on the
books of the Company. To the extent relevant with respect to an Eligible Employee, the
Eligible Employee’s overall Book Account shall include the Eligible Employee’s
Post-2004 Subaccount and Pre-2005 Subaccount.







	 	1.5	 	“Change in Control” means a change in control of the Company, as defined in the
Goodrich Corporation Management Continuity Agreement, as it may be amended from time to
time.







Effective for Plan Years beginning after December 31, 2004, a Change in Control
means:




	 	(a)	 	The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1)
the then outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (2) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however,
that the following acquisitions shall not constitute a Change in Control: (1)
any acquisition directly from the Company (other than by exercise of a
conversion privilege), (2) any acquisition by the Company or any of its
subsidiaries, (3) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries or (4)
any acquisition by any company with respect to which, following such
acquisition, more than 70% of, respectively, the then outstanding shares of
common stock of such company and the combined voting power of the then
outstanding voting securities of such company entitled to vote generally in the
election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such acquisition in
substantially the same proportions as their ownership, solely in their capacity
as shareholders of the Company, immediately prior to such acquisition, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities, as
the case may be; or







	 	(b)	 	Individuals who, as of the effective date of the amended and
restated Plan, constitute the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the beginning of such period
whose election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms is
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act);
or





 


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	 	(c)	 	Consummation of a reorganization, merger or consolidation, in
each case, with respect to which all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately
prior to such reorganization, merger or consolidation, do not, following such
reorganization, merger or consolidation, beneficially own, directly or
indirectly, solely in their capacity as shareholders of the Company, more than
70% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the company
resulting from such reorganization, merger or consolidation in substantially
the same proportions as their ownership, immediately prior to such
reorganization, merger or consolidation of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be; or







	 	(d)	 	Consummation of (1) a complete liquidation or dissolution of
the Company or (2) a sale or other disposition of all or substantially all of
the assets of the Company, other than to a company, with respect to which
following such sale or other disposition, more than 70% of, respectively, the
then outstanding shares of common stock of such company and the combined voting
power of the then outstanding voting securities of such company entitled to
vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and
entities, solely in their capacity as shareholders of the Company, who were
the beneficial owners, respectively, of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such sale or
other disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be.







	 	1.6	 	“Code” means the Internal Revenue Code of 1986. References to any Section of
the Code shall be deemed to refer to such Section as it currently exists or as it may
be amended from time to time and shall be read to refer also to any Treasury
Regulations promulgated under such Section.







	 	1.7	 	“Committee” means the Goodrich Corporation Benefit Design and Administration
Committee, or any designated group with similar responsibilities.





 


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	 	1.8	 	“Compensation” means an Eligible Employee’s compensation from the Company and
its Affiliates for any Plan Year. Compensation shall include Base Salary and Incentive
Compensation.







	 	1.9	 	“Company” means Goodrich Corporation.







	 	1.10	 	“Eligible Employee” means an individual (a) who is or was an employee of the
Company or any Affiliate, (b) who is or was a participant in the Goodrich Savings Plan,
and (c) who is or has been designated as an Eligible Employee by the Committee.







	 	1.11	 	“Goodrich Savings Plan” means the Goodrich Corporation Employees’ Savings Plan,
as it may be amended from time to time, and its predecessors and successors.







	 	1.12	 	“Incentive Compensation” means incentive compensation paid to an Eligible
Employee by the Company and its Affiliates for a Plan Year based on an Eligible
Employee’s performance. For Plan Years beginning after December 31, 2004, Incentive
Compensation means performance based compensation (as defined in Code Section 409A)
paid to an Eligible Employee by the Company and its Affiliates for a Plan Year.







	 	1.13	 	“IRS Limits” means the limitations on qualified retirement plan benefits
contained in the Code, including Code Sections 401(a)(17), 401(k), 402(g), and 415, as
amended from time to time. The Committee, in its sole discretion may authorize the
inclusion of additional Code Sections for purposes of this Plan.







	 	1.14	 	“Key Executive” means an Eligible Employee who entered into an individual
deferred compensation agreement with the Company and who was given the opportunity to
transfer the entire amount deferred to this Plan.







	 	1.15	 	“Make-Up Contributions” means the amounts credited to an Eligible Employee’s
Book Account pursuant to Section 2.5.







	 	1.16	 	“Plan” means this Goodrich Corporation Savings Benefit Restoration Plan, as in
effect at any time.







1.17 “Plan Year” means the calendar year.




	 	1.18	 	“Post-2004 Subaccount” means the subaccount kept as part of a Book Account to
record the crediting of the deferral of an Eligible Employee’s Compensation and the
crediting of Make-Up Contributions after December 31, 2004, together with any earnings
or losses thereon through the date of distribution from the Plan.







	 	1.19	 	“Pre-2005 Subaccount” means the subaccount kept as part of a Book Account to
record the crediting of the deferral of an Eligible Employee’s Compensation and the
crediting of Make-Up Contributions prior to January 1, 2005, together with any earnings
or losses thereon through the date of distribution from the Plan.





 


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	 	1.20	 	“Salary Reduction Agreement” means an agreement, on a form prescribed by the
Company, between an Eligible Employee and the Company to reduce the Eligible Employee’s
Compensation and to credit the amount reduced to either the Eligible Employee’s
Pre-2005 Subaccount or Post-2004 Subaccount, as applicable, under this Plan. For Plan
Years beginning on or after January 1, 2006, Salary Reduction Agreement means, on a
form prescribed by the Company, an agreement between an Eligible Employee and the
Company to reduce the Eligible Employee’s Base Salary or Incentive Compensation and to
credit the amount reduced to the Eligible Employee’s Post-2004 Subaccount under this
Plan.







	 	1.21	 	“Specified Employee” means an employee of the Company or an Affiliate who is a
“specified employee” as defined in Code Section 409A(a)(2)(B)(i) .







	 	1.22	 	“Termination Date” means the date on which an Eligible Employee terminates
employment or incurs a separation from service with the Company and its Affiliates, or
if earlier, the date an Eligible Employee begins receiving
long-term disability
benefits under a long-term disability plan sponsored by the Company. For Plan Years
beginning after December 31, 2004, separation from service means the termination of
employment with the Company and its Affiliates as defined in Code Section 409A.







	 	1.23	 	“Vesting Service” means vesting service as defined in the Goodrich Savings
Plan.






ARTICLE II. PARTICIPATION AND PLAN CONTRIBUTIONS





	 	2.1	 	An employee shall commence participation in the Plan effective as of the
January 1 next following the date the employee becomes an Eligible Employee.







Notwithstanding the preceding paragraph, the Committee, in its sole discretion, may
permit an employee who first becomes an Eligible Employee after December 31, 2004,
to elect to become a participant no later than 30 days after becoming an Eligible
Employee by executing a Salary Reduction Agreement to defer Compensation for
services to be performed subsequent to the election.




	 	2.2	 	An Eligible Employee may elect to reduce his or her Compensation, Base Salary,
or Incentive Compensation, as applicable, and have the Company credit the amount
reduced to either the Eligible Employee’s Pre-2005 Subaccount or Post-2004 Subaccount,
as applicable, under this Plan. Prior to the beginning of each Plan Year, each
Eligible Employee who wishes to participate in the Plan for the following Plan Year
shall execute an irrevocable Salary Reduction Agreement. Salary Reduction Agreements
shall remain in effect for the entire subsequent Plan Year and may not be modified or
revoked by the Eligible Employee during such Plan Year. If an Eligible Employee who is
contributing to this Plan does not submit a new Salary Reduction Agreement prior to the
beginning of a subsequent Plan Year, the Eligible Employee’s prior Plan Year election
shall remain in force and be fully applicable to the subsequent Plan Year.





 


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	 	2.3	 	For Plan Years beginning on or after January 1, 2006, an Eligible Employee
shall execute a separate Salary Reduction Agreement to defer a portion of his or her
Incentive Compensation. The Salary Reduction Agreement shall become effective with
respect to the annual Incentive Compensation that may be awarded to the Eligible
Employee with respect to a Plan Year if the Eligible Employee’s Salary Reduction
Agreement is received by the Company at least six months prior to the end of the
performance period (Plan Year) for the Incentive Compensation, or by such earlier date
as the Company may establish. An Eligible Employee’s Salary Reduction Agreement to
elect to defer Incentive Compensation shall be effective for the Plan Year to which the
election relates If an Eligible Employee who is contributing to this Plan does not
submit a new Salary Reduction Agreement prior to the beginning of a subsequent Plan
Year, the Eligible Employee’s prior Plan Year election shall remain in force and be
fully applicable to the subsequent Plan Year.







	 	2.4	 	Each Salary Reduction Agreement shall specify the percentage of the Eligible
Employee’s Compensation to be credited to the Plan in 1% increments. The maximum
amount of Compensation that an Eligible Employee may have credited to the Plan for any
Plan Year shall be 25% of the Eligible Employee’s Compensation for the Plan Year.







	 	2.5	 	Either the Pre-2005 Subaccount or the Post-2004 Subaccount, as applicable, of
each Eligible Employee shall be credited each year with a Make-Up Contribution equal to
(a) the amount that the Company or an Affiliate would have contributed to the Goodrich
Savings Plan on behalf of the Eligible Employee for the Plan Year if the Goodrich
Savings Plan did not contain IRS Limits, and if the Compensation credited to either the
Eligible Employee’s Pre-2005 Subaccount or Post-2004 Subaccount, as applicable, under
this Plan had been contributed to the Goodrich Savings Plan, reduced by (b) the maximum
amount the Company or an Affiliate could have contributed to the account of the
Eligible Employee under the Goodrich Savings Plan for the Plan Year (other than amounts
contributed pursuant to an Eligible Employee’s election to defer Compensation into the
Goodrich Savings Plan).







An Eligible Employee at all times shall be fully vested in the portion of his or her
Book Account which consists of Compensation deferrals and Make-Up Contributions
attributable to employer matching contributions. On or after January 1, 2006, an
Eligible Employee’s Book Account which consists of Make-Up Contributions
attributable to employer discretionary contributions, if any, shall be fully vested
after such Eligible Employee has completed three years of Vesting Service.




Any portion of an Eligible Employee’s Book Account attributable to Make-Up
Contributions that is not vested upon the Eligible Employee’s Termination Date shall
be forfeited and applied to offset future Make-Up Contributions as directed by the
Company.


 


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	 	2.6	 	Amounts credited to the Book Account of an Eligible Employee pursuant to this
Article II and amounts deferred by a Key Executives pursuant to an individual deferred
compensation agreement shall be credited to the Book Account maintained by the Company
for the benefit of the Eligible Employee and/or Key Executive. All amounts credited to
the Book Account of an Eligible Employee shall be credited for accounting purposes only
and shall remain as part of the general assets of the Company subject to the claims of
the Company’s general creditors. Each Eligible Employee and Key Executive shall advise
the Committee as to the investment of his or her Book Account by choosing among
investment options offered under the Plan. Earnings or losses generated from the
investments selected for a Book Account shall be credited or debited to such Book
Account. Notwithstanding the foregoing, the Company shall have no obligation to
actually invest the amount credited to any Book Account or to purchase any investment
option used to measure investment returns on any Book Account.






ARTICLE III. PAYMENT OF PRE-2005 SUBACCOUNT





	 	3.1	 	Except as otherwise provided in Section 3.2, the Pre-2005 Subaccount of an
Eligible Employee shall be paid in cash to the Eligible Employee, or to his or her
Beneficiary, in a single lump sum payment 90 days after the Eligible Employee’s
Termination Date, or as soon as administratively feasible thereafter.







	 	3.2	 	Notwithstanding the provisions contained in Section 3.1, an Eligible Employee
may elect to have his or her Pre-2005 Subaccount paid in monthly installments over a
period of five, ten, or fifteen years, or in a partial lump sum payment followed by
installment payments over a period of five, ten, or fifteen years. An election of
installment payments shall be made in writing and may be delivered to the Committee at
any time up to 15 days before the Eligible Employee’s Termination Date. Installment
payments shall commence 90 days after the Eligible Employee’s Termination Date, or as
soon as administratively feasible thereafter, and shall continue to be made on a
monthly basis for the duration of the period chosen. If the Eligible Employee dies
prior to receiving all installment payments, remaining installment payments shall be
paid to the Eligible Employee’s Beneficiary in a lump sum. Notwithstanding the
foregoing, if an Eligible Employee has a distribution election form on file with the
Committee prior to January 1, 2003, such election shall remain in effect unless or
until it is changed by the Eligible Employee.







	 	3.3	 	The determination of the amount of installment payments shall be designed to
distribute the entire Pre-2005 Subaccount in a series of substantially similar payments
over the installment period chosen by the Eligible Employee. Notwithstanding the
foregoing, if an Eligible Employee’s monthly installment payments are estimated to be
less than $300 per month as of the date benefits commence, the Committee may shorten
the installment period, in increments of five years, until the monthly installment
payments are estimated to equal or exceed $300. Notwithstanding the provisions
contained in Sections 3.2 and 4.2, if an Eligible Employee’s Book Account is less than
$10,000 on the date that
installment payments are to commence, the Book Account shall be paid to the Eligible
Employee in a single lump sum payment.





 


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	 	3.4	 	Notwithstanding the foregoing provisions of this Article III and Article IV, if
this Plan is terminated within three years after a Change in Control, all Book Accounts
under the Plan will be paid to all Eligible Employees or their Beneficiaries in a
single lump sum payment as soon as administratively feasible.







	 	3.5	 	Benefits under this Plan shall be subject to federal, state, and local laws
applicable to income tax withholding. Book Account payments shall be reduced by
amounts withheld.






ARTICLE IV. PAYMENT OF POST-2004 SUBACCOUNT





	 	4.1	 	Except as otherwise provided in Section 4.2, the Post-2004 Subaccount of an
Eligible Employee who is not a Specified Employee shall be paid in cash to such
Eligible Employee, or to his or her Beneficiary, in a single lump sum cash payment
within 90 days after the Eligible Employee’s Termination Date. If the Eligible
Employee is a Specified Employee, then the payment shall be paid to such Eligible
Employee six months after the Eligible Employee’s Termination Date; however, if such
payment is to be paid to such Eligible Employee’s Beneficiary, the payment shall be
paid within 90 days after the Eligible Employee’s death.







	 	4.2	 	Notwithstanding the provisions contained in Section 4.1 and except as provided
in Section 4.3, an Eligible Employee may elect to have amounts prospectively credited
to his or her Post-2004 Subaccount paid in monthly installments over a period of five,
ten, or fifteen years. Such installment form of payment is to be treated for all
purposes hereunder as a single payment. If the Eligible Employee is not a Specified
Employee, then the installment payments shall commence within 90 days after the
Eligible Employee’s Termination Date, and shall continue to be made on a monthly
basis. If the Eligible Employee is a Specified Employee, then the installment payments
shall commence six months after the Eligible Employee’s Termination Date; provided, the
first installment payment shall also include an aggregate payment of the first six
months of installment payments that otherwise would have already been paid but for the
application of this six month delayed distribution commencement period . If the
Eligible Employee dies prior to receiving all installment payments, then the remaining
installment payments shall be paid to the Eligible Employee’s Beneficiary in a lump sum
within 90 days after the Eligible Employee’s date of death.





 


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	 	4.3	 	An Eligible Employee may change his or her distribution election with respect
to all or a portion of his or her
Post-2004 Subaccount by filing a distribution
election form with the Committee. However, except to the extent permitted under Code
Section 409A, a revised distribution election must comply with the following rules:







	 	(a)	 	The revised distribution election may not accelerate either the
time or form of payment. A revised election that does not comply with this
rule will be null and void, and will be disregarded by the Plan.







	 	(b)	 	The revised distribution election may change the form or time
of payment and such revised election will be given effect, provided such
election does not take effect until 12 months after the date on which the
election is made and, except in the case of an election related to payment on
account of death or disability, the first payment that is made pursuant to the
revised election is deferred for at least five years from the date payment
would otherwise have commenced. A revised election that does not comply with
these rules will be null and void, and will be disregarded by the Plan.







	 	4.4	 	The determination of the amount of installment payments shall be designed to
distribute the entire
Post-2004 Subaccount in a series of substantially similar
payments over the installment period chosen by the Eligible Employee. Notwithstanding
the provisions contained in Sections 3.2 and 4.2, if an Eligible Employee’s Book
Account is less than $10,000 on the date that installment payments are to commence, the
Book Account shall be paid to the Eligible Employee in a single lump sum payment within
90 days.







	 	4.5	 	Notwithstanding the foregoing provisions of Article III and this Article IV, if
this Plan is terminated within three years after a Change in Control, all Book Accounts
under the Plan will be paid to all Eligible Employees or their Beneficiaries in a
single lump sum payment, such payment to be made 12 months
following Plan termination.







	 	4.6	 	Benefits under this Plan shall be subject to federal, state, and local laws
applicable to income tax withholding. Book Account payments shall be reduced by
amounts withheld.







	 	4.7	 	Notwithstanding the general distribution election rules under Code Section 409A
or the above to the contrary, pursuant to the transaction rules set forth in Treasury
regulations promulgated pursuant to Code Section 409A and other IRS guidance issued in
connection with Code Section 409A thereto, an Eligible Employee shall be permitted to
make a new payment election with respect to the form of payment of the Eligible
Employee’s Post-2004 Subaccount, provided, such election (1) is made on or before
December 31, 2008, (2) shall apply only to amounts that would not otherwise be payable
in 2008, and (3) shall not cause an amount to be paid in 2008, that would not otherwise
be payable in such year.





 


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ARTICLE V. AMENDMENT AND TERMINATION





	 	5.1	 	The Board of Directors of the Company 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 of reducing the amount credited to an Eligible Employee’s Book
Account prior to such amendment or termination. The Committee may amend the Plan at
any time, provided that amendments made by
the Committee shall only be valid if the amendments do not materially impact the
cost or the nature of the Plan. Notwithstanding the foregoing, the Plan may not be
amended or terminated for a period of two years after a Change in Control unless a
majority of the Eligible Employees participating in the Plan consent to the
amendment or termination.







	 	5.2	 	In the event of Plan termination, all Book Accounts under the Plan will be paid
to all Eligible Employees or their Beneficiaries in a single lump sum payment as soon
as administratively feasible.






ARTICLE VI. GENERAL PROVISIONS





	 	6.1	 	This Plan shall be administered by the Committee, which shall maintain records
to enable the Committee to identify Eligible Employees and/or Beneficiaries who are
entitled to receive benefits under the Plan and the amount of such benefits.







	 	6.2	 	The right or interest of any person entitled to a benefit under this Plan shall
not be subject to voluntary or involuntary alienation, assignment, or transfer of any
kind.







	 	6.3	 	The establishment of this Plan shall not confer any legal right to an Eligible
Employee for continuation of employment, or interfere with the right of the Company to
discharge any Eligible Employee or to treat an Eligible Employee without regard to the
effect that such treatment may have under this Plan.







	 	6.4	 	Except to the extent that federal law is controlling, this Plan shall be
construed and administered in accordance with the laws of the State of North Carolina.







	 	6.5	 	Notwithstanding any Plan provisions herein to the contrary and, to the extent
applicable, the Plan shall be interpreted, construed and administered (including with
respect to any amendment, modification or termination of the Plan) in such a manner so
as to comply with the provisions of Code Section 409A and any related Internal Revenue
Service guidance promulgated thereunder.






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IN WITNESS WHEREOF, the Company has caused this Plan to be executed this
 _____ 
day of
 _____,

 _____, to be effective as specified above.



	 	 	 	 	 	 	 	 	 
	 	 	GOODRICH CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 







 


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