Filed by Bowne Pure Compliance






	 	 	 	 	 



Exhibit 10.9




BY-LAWS

of

GOODRICH CORPORATION




As Amended Through

December 9, 2008




ARTICLE I

Shareholders




	 	 	 
	Annual Meeting

	 	SECTION 1. The annual meeting of the shareholders of
the Company, for the election of Directors and for the
transaction of such other business as may properly come
before the meeting, shall be held in the State of New
York, or elsewhere in the United States as permitted by
the laws of the State of New York, at such time on such
date as the Board of Directors may select. If the day
fixed for the meeting shall be a legal holiday, such
meeting shall be held on the next succeeding full
business day. The Board of Directors acting by
resolution may postpone and reschedule any previously
scheduled annual meeting of shareholders.

	 
	 	 
	Notice of
Annual Meeting

	 	SECTION 2. Notice of the time and place of holding each such annual
meeting of shareholders shall be served either
personally, by mail or electronically upon each
shareholder of record of the Company entitled to vote at
such meeting between ten and sixty days before the date
fixed for such meeting; if mailed, it shall be directed,
except as otherwise provided by law, to each shareholder
at the shareholder’s post office address as it appears
on the stock records of the Company or its stock
transfer agent.

	 
	 	 
	Special Meetings

	 	SECTION 3. Special meetings of shareholders, unless
otherwise provided by law, may be called at any time by
the Board of Directors. The Board of Directors acting
by resolution may postpone and reschedule any previously
scheduled special meeting of shareholders.

	 
	 	 
	Notice of Special
Meetings

	 	SECTION 4. Notice of each such special meeting, unless otherwise
provided by law, may be given as herein provided for
giving notice of an annual meeting.

	 
	 	 
	Quorum

	 	SECTION 5. At all meetings of shareholders, annual or
special, other than meetings a quorum at which is fixed
by law, in order to constitute a quorum there shall be
present either in person or by proxy holders of record
of a majority of the shares of the class or classes of
the capital stock of the Company entitled to vote at
such meeting, except that as to any action to be taken
by shareholders voting separately as a class or classes
a majority of the shares entitled to vote separately as
one class shall constitute a quorum of that class and
may act separately whether or not a quorum of another
class or classes be present.







 


 









 





	 	 	 
	Adjourned Meeting

	 	SECTION 6. At any meeting of shareholders, annual or
special, the chairman of the meeting or the holders of
record of the majority of the shares present and
entitled to vote may adjourn the meeting from time to
time, whether or not a quorum is present. At any
adjourned meeting the Company may transact any business
which might have been transacted at the original
meeting.

	 
	 	 
	Number of Votes

	 	SECTION 7. Except as otherwise provided by law or by
the Restated Certificate of Incorporation or other
certificate filed pursuant to law, each shareholder of
record shall be entitled at every meeting of
shareholders to one vote, either in person or by proxy
executed in writing by the shareholder or by the
shareholder’s duly authorized attorney, for each share
of stock standing in the shareholder’s name on the stock
records of the Company.

	 
	 	 
	Manner of Voting

	 	SECTION 8. In the election of Directors and in voting
on any question on which a vote by ballot is required by
law or is demanded by any shareholder, the voting shall
be by ballot. On all other questions the voting may be
viva voce.

	 
	 	 
	Inspectors
of Election

	 	SECTION 9. The Board of Directors, prior to the annual and each
special meeting of the shareholders each year, may
appoint two inspectors of election to act at such
meeting. In the event of the failure of the Board to
make such appointment or if any inspector of election
shall for any reason fail to attend and to act at such
meeting, an inspector or inspectors of election, as the
case may be, may be appointed by the chairman of the
meeting.

	 
	 	 
	Introduction of
Business at a
Meeting of
Shareholders

	 	SECTION 10. (A) Annual Meetings of Shareholders. (1) Nominations of
persons for election to the Board of Directors of the Company and the
proposal of other business to be considered by the shareholders may be
made at an
annual meeting of shareholders (a) pursuant to the Company’s notice of meeting, (b) by or at the
direction of the Board of Directors or (c) by any shareholder of the Company who (i) was a
shareholder of record at the time of giving of notice provided for in this By-Law and at the time
of the annual meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice
procedures set forth in this By-Law as to such business or nomination; clause (c) shall be the
exclusive means for a shareholder to make nominations or submit other business (other than matters
properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and included in the Company’s notice of meeting) before an annual meeting of
shareholders.







 


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	 	(2) Without qualification, for any nominations or any other business to be
properly brought before an annual meeting by a shareholder pursuant to
clause (c) of paragraph (A) (1) of this
By-Law, the shareholder must have
given timely notice thereof in writing to the Secretary of the Company and
such other business must otherwise be a proper matter for shareholder
action.
To be timely, a shareholder’s notice shall be delivered to the Secretary at
the principal executive offices of the Company not earlier than the close of
business on the 120th day and not later than the close of business on the
90th day prior to the first anniversary of the preceding year’s annual
meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days before or more than 60 days after such
anniversary date, notice by the shareholder to be timely must be so
delivered not earlier than the close of business on the 120th day prior to
the date of such annual meeting and not later than the close of business on
the later of the 90th day prior to the date of such annual meeting or the
close of business on the 10th day following the day on which public
announcement of the date of such meeting is first made by the Company. In
no event shall any adjournment or postponement of an annual meeting or the
announcement thereof commence a new time period for the giving of a
shareholder’s notice as described above. To be in proper form, a
shareholder’s notice (whether given pursuant to paragraph (A)(2) or
paragraph (B) of this By-Law) must (a) set forth, as to the shareholder
giving the notice and all beneficial owners, if any, on whose behalf the
nomination or proposal is made, (i) the name and address of such
shareholder, as they appear on the Company’s books, and of such beneficial
owner, if any, (ii) (A) the class or series and number of shares of the
Company which are, directly or indirectly, owned beneficially and of record
by such shareholder and such beneficial owner, (B) any option, warrant,
convertible security, stock appreciation right, or similar right with an
exercise or conversion privilege or a settlement payment or mechanism at a
price related to any class or series of shares of the Company or with a
value derived in whole or in part from the value of any class or series of
shares of the Company, whether or not such instrument or right shall be
subject to settlement in the underlying class or series of capital stock of
the Company or otherwise (a “Derivative Instrument”) directly or indirectly
owned beneficially by such shareholder and any other direct or indirect
opportunity to profit or share in any profit derived from any increase or
decrease in the value of shares of the Company, (C) any proxy, contract,
arrangement, understanding, or relationship pursuant to which such
shareholder has a sole or shared right to vote or direct the voting of any
shares of any security of the Company, (D) any short interest in any
security of the Company (for purposes of this By-Law a person shall be
deemed to have a short interest in a security if such person directly or
indirectly, through any contract, arrangement, understanding, relationship
or otherwise, has the opportunity to profit or share in any profit derived
from, or avoid or offset in whole or in part any loss related to, any
decrease in the value of the subject security), (E) any rights to dividends
on the shares of the Company owned beneficially by such shareholder that are
separated or separable from the underlying shares of the Company, (F) any
proportionate interest in shares of the Company or Derivative Instruments
held, directly or indirectly, by a general or limited partnership in which
such shareholder is a general partner or, directly or indirectly,
beneficially owns an interest in a general partner and (G) any
performance-related fees (other than an asset-
based fee) that such
shareholder
is entitled to based on any increase or decrease in the value of shares of
the Company or Derivative Instruments, if any, as of the date of such
notice, including without limitation any such interests held by
members of such shareholder’s immediate family 







 


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	 	sharing the same household (which
information shall be supplemented by such shareholder and beneficial owner,
if any, not later than 10 days after the record date for the meeting to
disclose such ownership as of the record date), and (iii) any other
information relating to such shareholder and beneficial owner, if any, that
would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for, as
applicable, the proposal and/or for the election of directors in a contested
election pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder; (b) if the notice relates to any
business other than a nomination of a director or directors that the
shareholder proposes to bring before the meeting, set forth (i) a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material
interest of such shareholder and the beneficial owner (if any, on whose
behalf the proposal is made) in such business and (ii) a description of all
agreements, arrangements and understandings between such shareholder and
beneficial owner, if any, and any other person or persons (including their
names) in connection with the proposal of such business by such shareholder;
and (c) set forth, as to each person, if any, whom the shareholder proposes
to nominate for election or reelection to the Board of Directors (i) all
information relating to such person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors in a contested election
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder (including such person’s written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected) and (ii) a description of all direct and indirect compensation and
other material monetary agreements, arrangements and understandings during
the past three years, and any other material relationships, between or among
such shareholder and beneficial owner, if any, and their respective
affiliates and associates, or others acting in concert therewith, on the one
hand, and each proposed nominee, and his or her respective affiliates and
associates, or others acting in concert therewith, on the other hand,
including, without limitation all information that would be required to be
disclosed pursuant to Rule 404 promulgated under Regulation S-K if the
shareholder making the nomination and any beneficial owner on whose behalf
the nomination is made, if any, or any affiliate or associate thereof or
person acting in concert therewith, were the “registrant” for purposes of
such rule and the nominee were a director or executive officer of such
registrant. The Company may require any proposed nominee to furnish such
other information as may reasonably be required by the Company to determine
the eligibility of such proposed nominee to serve as an independent director
of the Company or that could be material to a reasonable shareholder’s
understanding of the independence, or lack thereof, of such nominee.







 


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	 	(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of
this By-Law to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Company is increased and there is
no public announcement naming all of the nominees for Director or specifying
the size of the increased Board of Directors made by the Company at least
100 days prior to the first anniversary of the preceding year’s annual
meeting, a shareholder’s notice required by this By-Law shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Company not later than the close of
business on the 10th day following the day on which such public announcement
is first made by the Company.

	 
	 	 
	 

	 	(B) Special Meetings of Shareholders. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought
before the meeting pursuant to the Company’s notice of meeting. Nominations
of persons for election to the Board of Directors may be made at a special
meeting of shareholders at which directors are to be elected pursuant to the
Company’s notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any shareholder of
the Company who (i) is a shareholder of record at the time of giving of
notice provided for in this By-Law and at the time of the special meeting,
(ii) is entitled to vote at the meeting, and (iii) complies with the notice
procedures set forth in this By-Law
as to such nomination. In the event the
Company calls a special meeting of shareholders for the purpose of electing
one or more directors to the Board of Directors, any such shareholder may
nominate a person or persons (as the case may be) for election to such
position(s) as specified in the Company’s notice of meeting, if the
shareholder’s notice required by paragraph (A)(2) of this By-Law with
respect to any nomination shall be delivered to the Secretary at the
principal executive offices of the Company not earlier than the close of
business on the 120th day prior to the date of such special meeting and not
later than the close of business on the later of the 90th day prior to such
special meeting or the close of business on the 10th day following the day
on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected
at such meeting. In no event shall any adjournment or postponement of a
special meeting or the announcement thereof commence a new time period for
the giving of a shareholder’s notice as described above.

	 
	 	 
	 

	 	(C) General. (1) Only such persons who are nominated in accordance
with the procedures set forth in this By-Law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
shareholders as shall have been brought before the meeting in accordance
with the procedures set
forth in this By-Law. Except as otherwise provided by law, the Restated
Certificate of Incorporation or these By-Laws, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made or proposed, as
the case may be, in accordance with the procedures set forth in this By-Law
and, if any proposed nomination or business is not in compliance with this
By-Law, to declare that such defective proposal or nomination shall be
disregarded.







 


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	 	(2) For purposes of this By-Law, “public announcement” shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press
or comparable national news service or in a document publicly filed by the
Company with the Securities and Exchange Commission pursuant to Sections 13,
14 or 15(d) of the Exchange Act and the rules and regulations promulgated
thereunder.

	 
	 	 
	 

	 	(3) Notwithstanding the foregoing provisions of this By-Law, a shareholder
shall also comply with all applicable requirements of the Exchange Act and
the rules and regulations promulgated thereunder with respect to the matters
set forth in this By-Law; provided, however, that any references in these
By-Laws to the Exchange Act or the rules and regulations promulgated
thereunder are not intended to and shall not limit the requirements
applicable to nominations or proposals as to any other business to be
considered pursuant to paragraph (A)(1)(c) or paragraph (B) of this By-Law.
Nothing in this By-Law shall be deemed to affect any rights of shareholders
to request inclusion of proposals in the Company’s proxy statement pursuant
to Rule 14a-8 under the Exchange Act.

	 
	 	 
	ARTICLE II

	Stock

	 
	 	 
	Certificates
of Stocks

	 	SECTION 1. The shares of the Company’s stock may be certificated or
uncertificated, as provided under New York law, and shall be entered in the records of the
Company and registered as they are issued. Certificates of Stock shall be numbered and
registered in the order in which they are issued and shall be signed by the Chairman of the
Board or a Vice Chairman of the Board or the President or a Vice-President and by the
Secretary or Treasurer or by an Assistant Secretary or an Assistant Treasurer, and sealed with
the seal of the Company or a facsimile thereof. The signatures of the officers upon a
certificate may be facsimiles if: (i) the certificate is countersigned by a transfer agent or
registered by a registrar other than the Company or its employee, or (ii) the shares are
listed on a registered national security exchange.

	 
	 	 
	Transfer of Shares

	 	SECTION 2. Transfer of certificated shares may be made on the records of the
Company by the holder thereof in person, or by the person’s
attorney-in-fact pursuant to power of attorney duly executed and filed with
the Company, upon the surrender of the certificate or certificates for such
shares. Upon receipt of proper transfer instructions from the registered
owner of uncertificated shares, such uncertificated shares shall be
cancelled, issuance of new equivalent uncertificated shares or certificated
shares shall be made to the shareholder entitled thereto and the transaction
shall be recorded upon the records of the Company.







 


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	Closing of Books;
Record Dates

	 	SECTION 3. Unless otherwise provided by law or by the Restated
Certificate of Incorporation, the Board of
Directors may fix a date, not exceeding fifty days prior
to the date appointed for any meeting of the
shareholders or prior to the date fixed for the payment
of any dividend or for the delivery of any evidences of
rights or other distribution allowed by law, as the
record date for the determination of the shareholders
entitled to notice of and to vote at such meeting, or to
receive any such dividends, rights, or distribution as
the case may be.

	 
	 	 
	ARTICLE III

	Directors

	 
	 	 
	Responsibilities

	 	SECTION 1. The business of the Company shall be managed
under the direction of the Board of Directors.

	 
	 	 
	Number, Election,
and Qualification
of Directors

	 	SECTION 2. The number of Directors of the Company (exclusive
of Directors to be elected by any series of Series Preferred Stock
voting separately as a class) shall be as determined by
the Directors from time to time by resolution adopted by
a majority of the entire Board. As used in this
Article, “entire Board” means the total number of
Directors which the Company would have if there were no
vacancies. In the event that the Board is increased by
such a resolution, the vacancy or vacancies so resulting
shall be filled by a vote of a majority of the Directors
then in office. No decrease in the Board shall shorten
the term of any incumbent Director.

	 
	 	 
	Vacancies

	 	SECTION 3. Other vacancies occurring in the Board of
Directors may be filled for the unexpired term at any
regular meeting of the Board of Directors, or at any
special meeting thereof called for that purpose, by a
vote of the remaining Directors entitled to vote on such
question.

	 
	 	 
	Nomination
of Directors

	 	SECTION 4. The Board of Directors,
in recommending nominees for
election by the shareholders to the Board of Directors
and in electing members to fill vacancies occurring in
the Board of Directors, will not nominate an individual
for election at an annual meeting who, prior to such
annual meeting, will attain age 72, and to fill a
vacancy will not elect an individual who has attained
age 72.

	 
	 	 
	Regular Meetings

	 	SECTION 5. The Board of Directors shall hold regular
meetings at such times and at such places as the Board
may prescribe from time to time. All
meetings shall be held at such time on such dates as the Board may
designate, except that a regular meeting of the Board of Directors shall be
held following the adjournment of and on the same date as the annual meeting
of shareholders and at such meeting the Board may elect or appoint officers
of the Company.







 


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	Special Meetings

	 	SECTION 6. Special meetings of the Board of Directors
may be called by the Chairman of the Board, by a Vice
Chairman of the Board, or by the President. The
Secretary shall call special meetings of the Board of
Directors when requested in writing so to do by any
three members thereof, or when ordered so to do by the
Executive Committee.

	 
	 	 
	Notice

	 	SECTION 7. Notice of any special meeting of the Board
of Directors may be served not less than three hours
before the date and time fixed for such meeting, by
oral, written or electronic communication stating the
time and place thereof or if by mail not less than
three days before the date fixed for such meeting. Any
oral notice may be given to each member of the Board of
Directors at his or her office or his or her address as
it appears on the records of the Company, whether or
not the director is present personally to receive it.
Any written or electronic notice shall be addressed to
each member of the Board of Directors at his or her
office or his or her address as it appears on the
records of the Company. No notice shall be required of
a regular meeting.

	 
	 	 
	Quorum;
Telephonic
Meetings

	 	SECTION 8. At any meetings of the Board of Directors, regular or
special, one-half of the entire Board shall constitute a quorum. Any
one or more members of the Board of Directors or any
Committee of the Board of Directors may participate in
a meeting of the Board of Directors or such Committee
by means of a conference telephone or similar
communications equipment allowing all persons
participating in the meeting to hear each other at the
same time. Participation by such means shall
constitute presence in person at a meeting.

	 
	 	 
	Appointment of
Committees

	 	SECTION 9. The

Board of Directors may appoint such
Committees, in addition to the Executive Committee, as
it may consider proper, and such Committees shall
exercise such powers and duties as the Board from time
to time may prescribe. The Board of Directors may
designate alternate members of any Committee.

	 
	 	 
	Compensation
of Directors

	 	SECTION 10. Directors, excepting officers
who are Directors, may
receive such compensation for their services as
Directors, and as members of Committees, as shall be
fixed from time to time by resolution of the Board of
Directors.

	 
	 	 
	Traveling Expenses

	 	SECTION 11. A Director attending any meeting of the
Board of Directors shall be allowed any proper expenses
incurred in attending such meeting.

	 
	 	 
	Removal of
Directors

	 	SECTION 12. Any or all of the directors may be removed by the
shareholders only for cause.







 


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	ARTICLE IV

	Executive Committee

	 
	 	 
	Membership and
Appointment

	 	SECTION 1. The Board of Directors may appoint not less than
three Directors who shall constitute the Executive
Committee. Vacancies in the Executive Committee may be
filled at any meeting of the Board of Directors.

	 
	 	 
	Powers and Duties

	 	SECTION 2. The Executive Committee may advise with and
aid the officers of the Company in all matters
concerning its interests and the management of its
business. When the Board of Directors is not in session
the Executive Committee shall have and may exercise all
the powers of the Board of Directors, so far as such may
be delegated legally, with reference to the conduct of
the business of the Company, except that the Executive
Committee shall not take any action to amend the
Restated Certificate of Incorporation or the By-Laws, to
elect Directors to fill vacancies on the Board or any
Committee thereof, or to fix the compensation of
Directors for services in any capacity.

	 
	 	 
	Meetings

	 	SECTION 3. Regular meetings of the Executive Committee
may be held without call or notice at such times and
places as the Executive Committee from time to time may
fix. Special meetings of the Executive Committee may be
called by the Chairman of the Board, by a Vice Chairman
of the Board, or by the President. The Secretary shall
call special meetings when requested to do so by any two
members thereof. Notice shall be given in the same
manner as notice of special meetings of the Board of
Directors.

	 
	 	 
	Quorum

	 	SECTION 4. At any meeting of the Executive Committee
three members shall constitute a quorum. Any action of
the Executive Committee to be effective must be
authorized by the affirmative vote of a majority of the
members thereof present and in any event shall require
not less than three affirmative votes.

	 
	 	 
	Record of
Meetings

	 	SECTION 5. The Secretary shall cause to be kept at his or her
office the minutes of the meetings of the Executive
Committee. These minutes shall be presented to the Board
of Directors from time to time for their information.

	 
	 	 
	ARTICLE V

	Officers

	 
	 	 
	Election and
Appointment

	 	SECTION 1. The Board of Directors may elect from its number a
Chairman of the Board and one or more Vice Chairmen of
the Board and shall elect a President and may elect one
or more Vice-Presidents, a Secretary, a Treasurer, and
a Controller, and may appoint such Assistant
Secretaries, Assistant Treasurers, and Assistant
Controllers as it may determine. All officers shall
serve during the pleasure of the Board. The Board of
Directors may create such other offices as it may
determine and appoint officers to fill such offices;
fill vacancies in any office; delegate to one or more
officers any of the duties of any officer or officers;
and prescribe the duties of any officers.







 


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	Chairman of the
Board — Duties

	 	SECTION 2. The Chairman of the Board, if there be one, shall
preside at all meetings of shareholders, of the Board
of Directors and, unless there is a different Chairman
of the Executive Committee, of the Executive Committee,
and shall have such other authority and perform such
other duties as are prescribed by these By-Laws and by
the Board of Directors.

	 
	 	 
	Vice Chairman of
the Board — Duties

	 	SECTION 3. Each Vice Chairman of the Board, if he is not the
Chief Executive Officer, shall have such authority and
perform such duties as may be prescribed by these
By-Laws and the Chief Executive Officer.

	 
	 	 
	 

	 	A Vice Chairman of the Board, if he or she is the Chief Executive Officer,
shall have such authority and perform such duties as are prescribed by these
By-Laws and by the Board of Directors. The Vice Chairman of the Board (or,
if there be more than one, the Vice Chairman of the Board in the order
designated by the Board of Directors), in the absence or disability of the
Chairman of the Board and the President, shall preside at all meetings of
the shareholders, of the Board of Directors and, unless there is a different
Chairman of the Executive Committee, of the Executive Committee.

	 
	 	 
	President — Duties

	 	SECTION 4. The President, if he or she is not the Chief Executive Officer,
shall have such authority and perform such duties as may be prescribed by these By-Laws and
the Chief Executive Officer.

	 
	 	 
	 

	 	The President, if he or she is the Chief Executive Officer, shall have such
authority and perform such duties as are prescribed by these By-Laws and by
the Board of Directors. The President, in the absence or disability of the
Chairman of the Board, shall preside at all meetings of the shareholders, of
the Board of Directors and, unless there is a different Chairman of the
Executive Committee, of the Executive Committee.

	 
	 	 
	Chief Executive
Officer — Duties

	 	SECTION 5. The Board of Directors shall designate the Chairman
of the Board, a Vice Chairman of the Board, or the
President as Chief Executive Officer. Such Chief
Executive Officer shall have the general direction of the
affairs of the Company, subject to the Board of
Directors. He or she may appoint and discharge agents
and employees, and perform such other duties as are
incident to his or her office or delegated to him or her
by
the Board of Directors or which are or may at any time be authorized or
required by law.

	 
	 	 
	 

	 	In the absence or disability of the officer designated as Chief Executive
Officer, one of the other aforementioned officers (Chairman of the Board,
Vice Chairman of the Board, or President), as determined by the Board of
Directors, shall perform any and all of the duties of the Chief Executive
Officer.







 


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	Chairman of
the Executive
Committee —
Duties

	 	SECTION 6. The Chairman of the Executive Committee, if there be
one, shall be a Director and may be an employee of the Company.
He or she shall preside at all meetings of the Executive Committee
and shall have such other authority and perform such
other duties as may be prescribed by these By-Laws, the
Board of Directors and the Chief Executive Officer.

	 
	 	 
	Vice-President —

Duties

	 	SECTION 7. Each Vice-President shall have the powers and duties
incident to that office and shall have such other
powers and duties as are prescribed by the By-Laws and
from time to time by the Chief Executive Officer.

	 
	 	 
	Secretary — Duties

	 	SECTION 8. The Secretary shall be ex-officio Secretary
of the Board of Directors, the Executive Committee,
and, unless otherwise determined by the Committees, of
all other standing Committees. He or she shall keep
the minutes of all meetings of the shareholders, the
Board of Directors, the Executive Committee, and, of
all other standing Committees; and attend to serving
and giving all notices of the Company. He or she shall
have charge of the corporate seal, the stock
certificate records and such other books, records, and
papers as the Board of Directors and the Executive
Committee may direct; cause to be kept a stock record
containing the names alphabetically arranged of all
persons who are shareholders of the Company, showing
their place of residence, the number of shares of stock
held by them respectively, the time when they
respectively became owners thereof, and the amount paid
thereon; and shall perform such other duties as may be
incident to his or her office.

	 
	 	 
	Treasurer — Duties

	 	SECTION 9. The Treasurer shall keep or cause to be
kept full and accurate accounts of all receipts and
disbursements in books belonging to the Company, and
shall have the care and custody of all funds and
securities of the Company and deposit such funds in the
name of the Company in such bank or banks as the Board
of Directors or the Executive Committee or the Chief
Executive Officer may designate. The Treasurer is
authorized to sign all checks, drafts, notes, bills of
exchange, orders for the payment of money, and any
negotiable instrument of the Company, but no such
instrument shall be signed in blank. He or she shall
disburse the funds of the Company as may be ordered by
the Board of Directors, the Executive Committee, or the
Chief Executive Officer. The Treasurer shall at all
reasonable times exhibit
the books and accounts to any Director, and also, provided the Board of
Directors or the Executive Committee or the Chief Executive Officer so
orders, to any shareholder of the Company upon application at the office of
the Company by such shareholder during business hours; and he or she shall
give such bonds for the faithful performance of his or her duties as the
Board of Directors or the Executive Committee or the Chief Executive Officer
may determine, and he or she shall perform such other duties as are
prescribed by these By-Laws and as are incident to his or her office.







 


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	Controller —
Duties

	 	SECTION 10. The Controller shall be the chief accounting officer of the
Company. He or she shall keep or cause to be kept all books of accounts and accounting
records of the Company, and shall prepare or have prepared appropriate financial statements
for submission to the Board of Directors, Executive Committee, and shareholders. He or she
shall perform all other duties incident to his or her office.

	 
	 	 
	ARTICLE VI

	Indemnification of Directors, Officers and Employees

	 
	 	 
	Directors and
Officers

	 	SECTION l (a). The Company shall indemnify its Directors and
Officers and every other person whom the Company may
indemnify under the indemnification provisions for Directors
and Officers of the Business Corporation Law of New York as
now in effect or as hereafter amended to the full extent
permissible under and consistent with such provisions.

	 
	 	 
	 

	 	The right of indemnification provided in this Section 1 shall not be deemed
exclusive of any other rights to which such Director or Officer or other
person may be entitled apart from this Section 1.

	 
	 	 
	 

	 	SECTION l(b). In furtherance and not in limitation of the provisions of
Section l(a) of this Article VI:

	 
	 	 
	General

	 	(i) The Company shall indemnify any person who is or was made or threatened to be made a
party to or is involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including an action by or in the
right of the Company or any other corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other enterprise, which any
director or officer of the Company is serving, has served or has agreed to serve in any
capacity at the request of the Company, by reason of the fact that such person, such person’s
testator or intestate, is or was or has agreed to become a director or officer of the Company,
or is or was serving or has agreed to serve such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid or to be paid in settlement, excise taxes or penalties, and costs, charges
and expenses, including attorneys’ fees, incurred in connection with such action or proceeding
or any appeal therein; provided, however, that
no indemnification shall be provided to any such person if a judgment or
other final adjudication adverse to the director or officer establishes that
(A) his or her acts were committed in bad faith or were the result of active
and deliberate dishonesty and, in either case, were material to the cause of
action so adjudicated, or (B) he or she personally gained in fact a
financial profit or other advantage to which he or she was not legally
entitled; provided, further, that, except as provided in Section
l(b)(vi) of this Article VI or as otherwise provided by agreement, the
Company shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board.







 


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	Non-Exclusivity
of Rights

	 	(ii) The Company may indemnify any person to whom

the
Company is permitted to provide indemnification or the
advancement of expenses by applicable law, whether
pursuant to rights granted pursuant to, or provided by,
the New York Business Corporation Law or other rights
created by (A) a resolution of shareholders, (B) a
resolution of directors or (C) an agreement providing
for such indemnification, it being expressly intended
that these By-Laws authorize the creation of other
rights in any such manner. The right to be indemnified
and to the reimbursement or advancement of expenses
incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be
exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-Laws, agreement, vote
of shareholders or directors or otherwise.

	 
	 	 
	Expenses

	 	(iii) The Company shall, from time to time, reimburse
or advance to any person referred to in Section 1(b)(i)
of this Article VI the funds necessary for payment of
expenses, including attorneys’ fees, incurred in
connection with any action or proceeding referred to in
Section 1(b)(i), upon receipt of a written undertaking
by or on behalf of such person to repay such amount(s)
if a judgment or other final adjudication adverse to the
director or officer establishes that (A) his or her acts
were committed in bad faith or were the result of active
and deliberate dishonesty and, in either case, were
material to the cause of action so adjudicated, or (B)
he or she personally gained in fact a financial profit
or other advantage to which he or she was not legally
entitled.

	 
	 	 
	Interpretation of
Rights to
Indemnification

	 	(iv) Any person entitled to be indemnified or to the reimbursement
or advancement of expenses as a matter of right pursuant to this
Section shall be entitled to the greater of the
indemnification (or advancement of expenses) provided
(A) under the applicable law in effect at the time of
the occurrence of the event or events giving rise to the
action or proceeding, to the extent permitted by law, or
(B) under the applicable law in effect at the time
indemnification (or advancement of expenses) is sought.

	 
	 	 
	Other Rights

	 	(v) The right to be indemnified or to the reimbursement
or advancement of expenses pursuant to this Article VI,
(A) shall be deemed to arise from a contract between the
Company and any person entitled to be indemnified or to
the reimbursement or advancement of expenses pursuant to
this Section l(b) of Article VI, pursuant to which such
person may bring suit as if the provisions hereof were
set forth in a separate written contract between the
Company and the such person and (B) shall continue as to
a person who has ceased to be a director or officer and
shall inure to the benefit of the estate, heirs,
executors and administrators of such person, and shall
continue to exist after the rescission or restrictive
modification hereof with respect to events occurring
prior thereto.







 


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	Right of Claimant
to Bring Suit

	 	(vi) If a request to be indemnified is made under Section l(b) of
VI, the Board shall make a determination pursuant to
Section 723(b) of the New York Business Corporation Law
within 30 days after such request as to whether the
person so requesting indemnification is entitled to
indemnification under this Article VI and the New York
Business Corporation Law. If a request to be
indemnified or for the reimbursement or advancement of
expenses under Section 1(b) of Article VI is not paid in
full by the Company within thirty days after a written
claim has been received by the Company, the claimant may
at any time thereafter bring suit against the Company to
recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any
is required, has been tendered to the Company) that the
claimant has not met the standards of conduct which make
it permissible under the New York Business Corporation
Law or hereunder for the Company to indemnify the
claimant for the amount claimed, but the burden of
proving such defense shall be on the Company. Neither
the failure of the Company (including its Board,
independent legal counsel or its shareholders) to have
made a determination prior to the commencement of such
action that indemnification of the claimant is proper in
the circumstances because he or she has met the
applicable standard of conduct set forth in the New York
Business Corporation Law or hereunder, nor an actual
determination by the Company (including its Board,
independent legal counsel or its shareholders) that the
claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable
standard of conduct.

	 
	 	 
	Insurance

	 	(vii) The Company may maintain insurance, at its
expense, to protect itself and any director, officer,
employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or
not the Company would have the power to indemnify such
person against such expense, liability or loss under the
New York Business Corporation Law.

	 
	 	 
	Separability

	 	(viii) If this Section l(b) of Article VI or any
portion hereof shall be invalidated on any ground by any
court of competent jurisdiction, then the Company shall
nevertheless indemnify each director, officer, employee
or agent of the Company as to costs, charges and
expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement with respect to any
action, suit or proceeding, whether civil, criminal,
administrative or investigative, including an action by
or in the right of the Company, to the fullest extent
permitted by any applicable portion of this Section l(b)
of Article VI that shall not have been invalidated and
to the fullest extent permitted by applicable law.







 


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	Employees

	 	SECTION 2. Any person made a party to or involved in any
action, suit, or proceeding (including a claim), whether
civil, administrative, or criminal, by reason of the
fact that such person, such person’s testator or
intestate, is or was an employee of the Company or of
any corporation which such person, such person’s
testator or intestate served as such at the request of
the Company, or by reason of his or her alleged
negligence or misconduct in the performance of his or
her duties as such employee, may be indemnified by the
Company against the reasonable expenses, including
attorney’s fees, actually and necessarily incurred by
him or her in connection with the defense of such
action, suit, or proceeding, or in connection with any
appeal therein, or in connection with the disposition
thereof, provided, however, that no indemnification
shall be provided to any such person if a judgment or
other final adjudication adverse to the employee
establishes that (A) his or her acts were committed in
bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the
cause of action so adjudicated, or (B) he or she
personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled.

	 
	 	 
	 

	 	The right of indemnification provided by this Section 2 shall not be deemed
exclusive of any other rights to which such employee may be entitled apart
from this Section 2.

	 
	 	 
	ARTICLE VII

	Corporate Seal

	 
	 	 
	Corporate Seal

	 	SECTION 1. The seal of the Company shall be circular in form and shall have
inscribed thereon the name of the Company, the state of its organization (New York), the year
of its creation (1912), and the words “Corporate Seal.”

	 
	 	 
	ARTICLE VIII

	Waiver of Notice

	 
	 	 
	Waiver of Notice

	 	SECTION 1. Whenever under the provisions of these By-Laws or any of the Corporate
Laws of the State of New York, the Board of Directors or any Committee is authorized to take
any action after notice or after lapse of a prescribed period of time, such action may be
taken without notice and without the lapse of any period of time, if such action be authorized
or approved and the requirements waived by each member entitled to notice. Such authorization
or approval and such waiver shall be filed with the Secretary of the Company.







 


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	ARTICLE IX

	Amendments

	 
	 	 
	Amendments by 

Shareholders

	 	SECTION 1. These By-Laws may be altered, amended, or repealed
by the shareholders at any annual meeting, or at any at any
special meeting called for that purpose, by the affirmative
vote of holders of record of a majority of the shares of the
stock represented at such meeting entitled to vote thereon
either in person or by proxy.

	 
	Amendments 

by Directors

	 	SECTION 2. These By-Laws may be altered, amended, or repealed
at any regular or special meeting of the Board of Directors
by the vote of a majority of the total number of Directors.
Any By-Laws made by the Board of Directors may be altered,
amended, or repealed by the shareholders at any annual
meeting or at any special meeting called for that purpose by
the affirmative vote of holders of record of a majority of
the shares of the stock represented at such meeting entitled
to vote thereon either in person or by proxy.







Certificate





 ________ 
hereby certifies that he is
 _____ 
of The Goodrich
Corporation, a New York corporation, and that the foregoing is a full, true, and correct copy of
the By-Laws of said Company in full force and effect as of this
 ________ 
day of

 _____,
 _____.



                                                            

Secretary





 


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