Filed by Bowne Pure Compliance






Exhibit 10.6




AMENDMENT NUMBER FOUR

TO THE GOODRICH CORPORATION OUTSIDE DIRECTOR

PHANTOM SHARE PLAN




(Approved By the Board of Directors on December 9, 2008)




THIS AMENDMENT is made this
 _____ 
day of
 _____, 2008, by Goodrich Corporation
(hereinafter referred to as the “Company”);



WITNESSETH




WHEREAS, the Company maintains the Goodrich Corporation Outside Director Phantom Share Plan,
as approved by the Board of Directors on December 7, 2004 (hereinafter referred to as the “Plan”);
and



WHEREAS, pursuant to Paragraph 7 of the Plan, the Board of Directors of the Company has
maintained the right to amend the Plan from time to time; and



WHEREAS, the Board of Directors of the Company has taken action authorizing this Amendment to
the Plan; and




NOW, THEREFORE, effective July 1, 2005, the Plan is hereby amended as follows:




	 	1.	 	Paragraph 6(e) of the Plan is hereby deleted and the following inserted in
lieu thereof:







(e) Payment Options. Prior to the first day of each Plan Year, each
Participant shall be given the opportunity to elect one of the following
payment options with respect to Phantom Share Awards earned in such Plan
Year: (i) single payment, (ii) five (5) annual installments or (iii) ten
(10) annual installments. The election shall be made in writing on a form
provided by the Plan Administrator and must be returned to the Plan
Administrator before the date specified by the Plan Administrator, which
date shall be before the commencement of the applicable Plan Year. The
election, once made, is irrevocable. Such election shall be effective
with respect to all Phantom Share Awards earned in such Plan Year,
including any adjustments to such award amounts pursuant to paragraph 6(d)
above. If a Participant fails to duly elect a payment option for a Plan
Year, the method of payment shall be the single payment. No additional
payment option elections may be submitted.


 


 









 






	 	2.	 	Paragraph 6(g) of the Plan is hereby deleted and the following inserted in
lieu thereof:







(g) Annual Installments. If a Participant to whom the annual installments
method applies terminates service with the Company as a member of the
Board, the amount of such annual installments shall be calculated and paid
pursuant to the provisions of this paragraph 6(g). The Participant’s
Accounts for which the annual installments method applies shall continue
to be credited with adjustments under paragraph 6(d) until the Accounts
are fully paid out. The first installment shall be paid in January (but
in any event by January 31) of the calendar year immediately following the
calendar year in which such termination of services occurred, and each
subsequent installment shall be paid in January (but in any event by
January 31) of each subsequent calendar year. In the event of the
Participant’s death, any remaining installments shall be paid to the
Participant’s designated beneficiary at the same time as such payments
would have been paid to the Participant. Each payment from an Account
shall be made in cash and be equal to (x) the sum of the Participant’s
balance in such Account as of December 31 of the calendar year immediately
preceding the calendar year of payment, multiplied by (y) a fraction, the
numerator of which is one and the denominator is the number of
installments remaining, including the current year’s payment. For
purposes of the preceding sentence, the balance of an Account shall be
equal to the number of Phantom Shares in the account as of such December
31 multiplied by the Fair Market Value of the Common Stock on such date.



IN WITNESS WHEREOF, the Company, by its duly authorized officer, has caused this Amendment to
be executed as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	GOODRICH CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 







 


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