8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 4, 2002

GOODRICH CORPORATION
(Exact Name of Registrant as Specified in Charter)

New York	1-892	34-0252680
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217
(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (704) 423-7000

ITEM 5. OTHER EVENTS.

     Reference hereby is made to the Registration Statement on Form S-3 (file no. 333-98165) filed by Goodrich Corporation, a New York corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on August 15, 2002 and declared effective by the Commission on September 6, 2002 (the “Registration Statement”), under which the Company has registered an aggregate of $2,400,000,000 of its debt securities, series preferred stock, common stock, stock purchase contracts and stock purchase units for sale from time to time.

     On December 4, 2002, the Company entered into an underwriting agreement and related pricing agreement with J.P. Morgan Securities Inc., Banc One Capital Markets, Inc. and Salomon Smith Barney Inc., as representatives of the several underwriters named therein, relating to the public offering of $300 million principal amount of 6.45% notes due 2007 and $500 million principal amount of 7.625% notes due 2012, under the Company’s Registration Statement. If the offering is completed, the Company will use the estimated net proceeds of approximately $792.2 million from the offering, after deducting underwriting discounts and estimated offering expenses, to repay a portion of the amounts outstanding under the Company’s $1.5 billion, 364-day credit facility used to acquire the Aeronautical Systems businesses from TRW Inc.

     The Company is filing this Current Report on Form 8-K to cause the exhibits hereto to be incorporated into the Registration Statement by reference.

ITEM 7. EXHIBITS.

Exhibit No.	Description
1.1	Underwriting Agreement, dated December 4, 2002, between Goodrich Corporation and J.P. Morgan Securities Inc., Banc One Capital Markets, Inc. and Salomon Smith Barney Inc., as representatives of the underwriters.
1.2	Pricing Agreement, dated December 4, 2002, between Goodrich Corporation and J.P. Morgan Securities Inc., Banc One Capital Markets, Inc. and Salomon Smith Barney Inc., as representatives of the several underwriters named therein.
4.1	Form of First Supplemental Indenture between Goodrich Corporation and The Bank of New York as successor to Harris Trust and Savings Bank, as Trustee, with respect to the 2007 Notes.
4.2	Form of Second Supplemental Indenture between Goodrich Corporation and The Bank of New York as successor to Harris Trust and Savings Bank, as Trustee, with respect to the 2012 Notes.
4.3	Form of 2007 Note (included in Exhibit 4.1).
4.4	Form of 2012 Note (included in Exhibit 4.2).
5	Opinion of Robinson, Bradshaw & Hinson, P.A., dated as of December 4, 2002, regarding the legality of the issuance of the notes.
12	Ratio of Earnings to Fixed Charges.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 9, 2002	Goodrich Corporation
	By:	/s/ Kenneth L. Wagner
	Name: Title:	Kenneth L. Wagner Senior Counsel and Assistant Secretary

Goodrich Corporation
Current Report on Form 8-K

Exhibit Index

Exhibit No.	Description
1.1	Underwriting Agreement, dated December 4, 2002, between Goodrich Corporation and J.P. Morgan Securities Inc., Banc One Capital Markets, Inc. and Salomon Smith Barney Inc., as representatives of the underwriters.
1.2	Pricing Agreement, dated December 4, 2002, between Goodrich Corporation and J.P. Morgan Securities Inc., Banc One Capital Markets, Inc. and Salomon Smith Barney Inc., as representatives of the several underwriters named therein.
4.1	Form of First Supplemental Indenture between Goodrich Corporation and The Bank of New York as successor to Harris Trust and Savings Bank, as Trustee, with respect to the 2007 Notes.
4.2	Form of Second Supplemental Indenture between Goodrich Corporation and The Bank of New York as successor to Harris Trust and Savings Bank, as Trustee, with respect to the 2012 Notes.
4.3	Form of 2007 Note (included in Exhibit 4.1).
4.4	Form of 2012 Note (included in Exhibit 4.2).
5	Opinion of Robinson, Bradshaw & Hinson, P.A., dated as of December 4, 2002, regarding the legality of the issuance of the notes.
12	Ratio of Earnings to Fixed Charges.

EX-1.1

                                                                     EXHIBIT 1.1

                              GOODRICH CORPORATION

                                 Debt Securities

                             Underwriting Agreement

December 4, 2002


J.P. Morgan Securities Inc.
270 Park Avenue
New York, NY 10017

Banc One Capital Markets, Inc.
1 Bank One Plaza
Chicago, IL 60670

Salomon Smith Barney Inc.
388 Greenwich Street
New York, NY 10013

Ladies and Gentlemen:

         From time to time Goodrich Corporation, a New York corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each, a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the firms named in
Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of its debt securities (the "Securities") specified
in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities").

         The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.

         1. Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to Underwriters who act without any firm being designated
as their representative. This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any of the Securities or as an obligation
of any of the Underwriters to purchase the Securities. The obligation of the
Company to issue and sell any of the Securities and the obligation of any of the
Underwriters to purchase any of the Securities




                                                                               2

shall be evidenced by the Pricing Agreement with respect to the Designated
Securities specified therein. Each Pricing Agreement shall specify the aggregate
principal amount of such Designated Securities, the initial public offering
price of such Designated Securities, the purchase price to the Underwriters of
such Designated Securities, the names of the Underwriters of such Designated
Securities, the names of the Representatives of such Underwriters and the
principal amount of such Designated Securities to be purchased by each
Underwriter and shall set forth the date, time and manner of delivery of such
Designated Securities and payment therefor. The Pricing Agreement shall also
specify (to the extent not set forth in the Indenture and the registration
statement and prospectus with respect thereto) the terms of such Designated
Securities. A Pricing Agreement shall be in the form of an executed writing
(which may be in counterparts), and may be evidenced by an exchange of
telegraphic or facsimile communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.

         2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:

                  (a) A registration statement in respect of the Securities has
         been filed with the Securities and Exchange Commission (the
         "Commission"); such registration statement and any post-effective
         amendment thereto, each in the form heretofore made available to the
         Representatives, have been declared effective by the Commission in such
         form; no other amendment with respect to such registration statement
         has heretofore been filed or transmitted for filing with the
         Commission; and no stop order suspending the effectiveness of such
         registration statement has been issued and no proceeding for that
         purpose has been initiated or threatened by the Commission (any
         preliminary prospectus included in such registration statement or filed
         with the Commission pursuant to Rule 424 of the rules and regulations
         of the Commission under the Securities Act of 1933, as amended (the
         "Act"), being hereinafter called a "Preliminary Prospectus"; the
         various parts of such registration statement, including all exhibits
         thereto and the documents incorporated by reference in the prospectus
         contained in such registration statement at the time such part of the
         registration statement became effective but excluding Form T-1, each as
         amended at the time such part of the registration statement became
         effective, being hereinafter collectively called the "Registration
         Statement"; the prospectus relating to the Designated Securities, in
         the form in which it has most recently been filed, or transmitted for
         filing, with the Commission on or prior to the date of this Agreement,
         being hereinafter called the "Prospectus"; any reference herein to any
         Preliminary Prospectus or the Prospectus shall be deemed to refer to
         and include the documents incorporated by reference therein pursuant to
         the applicable form under the Act, as of the date of such Preliminary
         Prospectus or Prospectus, as the case may be; any reference to any
         amendment or supplement to any Preliminary Prospectus or the Prospectus
         shall be deemed to refer to and include any documents filed after the
         date of such Preliminary Prospectus or Prospectus, as the case may be,
         under the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), and incorporated by reference in such Preliminary Prospectus or
         Prospectus, as the case may be, as of



                                                                               3

         the date of such amendment or supplement; any reference to any
         amendment to the Registration Statement shall be deemed to refer to and
         include any annual report of the Company filed pursuant to Section
         13(a) or 15(d) of the Exchange Act after the effective date of the
         Registration Statement that is incorporated by reference in the
         Registration Statement; and any reference to the Prospectus as amended
         or supplemented shall be deemed to refer to the Prospectus as amended
         or supplemented in relation to the applicable Designated Securities in
         the form in which it is filed with the Commission pursuant to Rule
         424(b) under the Act in accordance with Section 5(a) hereof, including
         any documents incorporated by reference therein as of the date of such
         filing);

                  (b) The documents incorporated by reference in the Prospectus,
         when they became effective or were filed with the Commission, as the
         case may be, conformed in all material respects to the requirements of
         the Act or the Exchange Act, as applicable, and the rules and
         regulations of the Commission thereunder, and none of such documents,
         when they became effective or were filed with the Commission, as the
         case may be, contained an untrue statement of a material fact or
         omitted to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading; and any
         further documents so filed and incorporated by reference in the
         Prospectus or any further amendment or supplement thereto, when such
         documents become effective or are filed with the Commission, as the
         case may be, will conform in all material respects to the requirements
         of the Act or the Exchange Act, as applicable, and the rules and
         regulations of the Commission thereunder and will not contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading; provided, however, that this representation and warranty
         shall not apply to any statements or omissions made in reliance upon
         and in conformity with information furnished in writing to the Company
         by an Underwriter of Designated Securities through the Representatives
         expressly for use in the Prospectus as amended or supplemented relating
         to such Designated Securities;

                  (c) The Registration Statement and the Prospectus conform, and
         any further amendments or supplements to the Registration Statement or
         the Prospectus will conform, in all material respects to the
         requirements of the Act and the Trust Indenture Act of 1939, as amended
         (the "Trust Indenture Act"), and the rules and regulations of the
         Commission thereunder and do not and will not, as of the applicable
         effective date as to the Registration Statement and any amendment
         thereto and as of the applicable filing date as to the Prospectus and
         any amendment or supplement thereto, contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading;
         provided, however, that this representation and warranty shall not
         apply to any statements or omissions made in reliance upon and in
         conformity with information furnished in writing to the Company by an
         Underwriter of Designated Securities through the Representatives
         expressly for use in the Prospectus as amended or supplemented relating
         to such Securities;



                                                                               4

                  (d) The Company and its subsidiaries considered as a whole
         have not, since the date of the latest audited financial statements
         included or incorporated by reference in the Prospectus, sustained any
         material loss or interference with its business from fire, explosion,
         flood or other calamity, whether or not covered by insurance, or from
         any labor dispute or court or governmental action, order or decree,
         otherwise than as set forth in the Prospectus; and, since the
         respective dates as of which information is given in the Registration
         Statement and the Prospectus, there has not been any change in the
         capital stock (except pursuant to (i) the Underwriting Agreement and
         related Pricing Agreement, dated as of November 20, 2002, between the
         Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of
         America Securities LLC and Salomon Smith Barney Inc. as Representatives
         of the several underwriters named therein (the "Equity Underwriting
         Agreement"), and (ii) any other agreements or employee or director
         benefit plans referred to in the Prospectus as amended or supplemented)
         or increase in long-term debt of the Company and its subsidiaries
         considered as a whole or any material adverse change, or any
         development involving a prospective material adverse change, in or
         affecting the financial position, shareholders' equity or results of
         operations of the Company and its subsidiaries considered as a whole (a
         "Material Adverse Change"), otherwise than as set forth in the
         Prospectus;

                  (e) The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of New York and has been duly qualified as a foreign corporation for
         the transaction of business and is in good standing under the laws of
         each other jurisdiction in which it owns or leases properties, or
         conducts any business in an amount that is material to the business of
         the Company and its consolidated subsidiaries considered as a whole so
         as to require such qualification; each Material Subsidiary (as defined
         below) of the Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of its
         jurisdiction of incorporation and is duly qualified as a foreign
         corporation for the transaction of business and in good standing under
         the laws of each other jurisdiction in which it owns or leases
         properties, or conducts any business in an amount that is material to
         the business of such Material Subsidiary and its subsidiaries
         considered as a whole, so as to require such qualification (as used in
         this Agreement, the term "Material Subsidiary" means a subsidiary of
         the Company which is a significant subsidiary under Rule 1-02 of
         Regulation S-X of the Commission);

                  (f) The Company has an authorized equity capitalization as set
         forth in the Prospectus, and all of the issued shares of capital stock
         of the Company have been duly and validly authorized and issued and are
         fully paid and non-assessable;

                  (g) The Designated Securities have been duly authorized, and,
         when the Designated Securities are issued and delivered pursuant to
         this Agreement and the Pricing Agreement, such Designated Securities
         will have been duly executed, authenticated, issued and delivered and
         will constitute valid and legally binding obligations of the Company
         entitled to the benefits provided by the Indenture; the



                                                                               5

         Indenture has been duly authorized and duly qualified under the Trust
         Indenture Act and, at the Time of Delivery for such Designated
         Securities (as defined in Section 4 hereof), the Indenture will
         constitute a valid and legally binding instrument of the Company,
         enforceable against it in accordance with its terms, subject, as to
         enforcement, to bankruptcy, insolvency, reorganization and other laws
         of general applicability relating to or affecting creditors' rights and
         to general equity principles; and the Indenture conforms, and the
         Designated Securities will conform, in all material respects, to the
         descriptions thereof contained in the Prospectus as amended or
         supplemented with respect to such Designated Securities;

                  (h) The issue and sale of the Designated Securities, and the
         compliance by the Company with all of the provisions of the Designated
         Securities, the Indenture, this Agreement and any Pricing Agreement,
         and the consummation of the transactions herein and therein
         contemplated will not result in a breach or violation of any of the
         terms or provisions of, or constitute a default under, any indenture,
         mortgage, deed of trust, loan agreement or other agreement or
         instrument to which the Company or any of its Material Subsidiaries is
         a party or by which the Company or any of its Material Subsidiaries is
         bound or to which any of the property or assets of the Company or any
         of its Material Subsidiaries is subject (except for such breaches,
         violations or defaults that would not result in a Material Adverse
         Change), nor will such action result in any violation of the provisions
         of the Company's Restated Certificate of Incorporation or By-Laws or
         any statute or any order, rule or regulation of any court or
         governmental agency or body having jurisdiction over the Company or any
         of its Material Subsidiaries or any of their properties; and no
         consent, approval, authorization, order, registration or qualification
         of or with any such court or governmental agency or body is required
         for the issue and sale of the Designated Securities or the consummation
         by the Company of the transactions contemplated by this Agreement or
         any Pricing Agreement or the Indenture, except such as have been, or
         will have been prior to the Time of Delivery, obtained under the Act
         and the Trust Indenture Act and such consents, approvals,
         authorizations, registrations or qualifications as may be required
         under the state securities or Blue Sky laws in connection with the
         purchase and distribution of the Securities by the Underwriters;

                  (i) Neither the Company nor any of its Material Subsidiaries
         is in violation of its Restated Certificate of Incorporation or By-Laws
         or in default in the performance or observance of any material
         obligation, covenant or condition contained in any material indenture,
         mortgage, deed of trust, loan agreement, lease or other material
         agreement or instrument to which it is a party or by which it or any of
         its properties may be bound;

                  (j) The statements set forth in the Prospectus under the
         captions "Description of Debt Securities" and "Description of the
         Notes", insofar as they purport to constitute a summary of the terms of
         the Designated Securities, and under the captions "Plan of
         Distribution" and "Underwriting", insofar as they



                                                                               6

         purport to describe the provisions of the laws and documents referred
         to therein, are accurate, complete and fair in all material respects;

                  (k) Other than as set forth in the Prospectus, there are no
         legal or governmental proceedings pending to which the Company or any
         of its subsidiaries is a party or of which any property of the Company
         or any of its subsidiaries is the subject, other than litigation which,
         in the opinion of the Company, is not reasonably likely to individually
         or in the aggregate result in a Material Adverse Change; and, to the
         best of the Company's knowledge, no such proceedings are threatened or
         contemplated by governmental authorities or threatened by others;

                  (l) The Company is not and, after giving effect to each
         offering and sale of the Designated Securities, will not be an
         "investment company" or an entity "controlled" by an "investment
         company", as such terms are defined in the Investment Company Act of
         1940, as amended (the "Investment Company Act");

                  (m) Neither the Company nor any of its affiliates does
         business with the government of Cuba or with any person or affiliate
         located in Cuba within the meaning of Section 517.075, Florida
         Statutes;

                  (n) Immediately after any sale of Designated Securities by the
         Company under any Pricing Agreement, the aggregate amount of Designated
         Securities which shall have been issued and sold by the Company under
         any Pricing Agreement and of any securities of the Company (other than
         such Designated Securities) that shall have been issued and sold
         pursuant to the Registration Statement will not exceed the amount of
         securities registered under the Registration Statement; and

                  (o) Ernst & Young LLP, who have certified certain financial
         statements of the Company and its subsidiaries, are, to the best
         knowledge of the Company, independent public accountants as required by
         the Act and the rules and regulations of the Commission thereunder.

         3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.

         4. Designated Securities to be purchased by each Underwriter pursuant
to the Pricing Agreement relating thereto, in the form specified in such Pricing
Agreement, and in such authorized denominations and registered in such names as
the Representatives may request upon at least forty-eight hours' prior notice to
the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by wire transfer,
payable to the order of the Company in immediately available funds, all at the
place and time and date specified in such Pricing Agreement or at such other
place and time and date as the Representatives and the



                                                                               7

Company may agree upon in writing, such time and date being herein called the
"Time of Delivery" for such Securities.

         5. The Company agrees with each of the Underwriters of any Designated
Securities:

                  (a) To prepare the Prospectus as amended and supplemented in
         relation to the applicable Designated Securities in a form approved by
         the Representatives and to file such Prospectus pursuant to Rule 424(b)
         under the Act not later than the Commission's close of business on the
         second business day following the execution and delivery of the Pricing
         Agreement relating to the applicable Designated Securities or, if
         applicable, such earlier time as may be required by Rule 424(b); to
         make no further amendment or any supplement to the Registration
         Statement or Prospectus as amended or supplemented after the date of
         the Pricing Agreement relating to such Securities and prior to the Time
         of Delivery for such Securities which shall be disapproved by the
         Representatives for such Securities promptly after reasonable notice
         thereof; to advise the Representatives promptly of any such amendment
         or supplement relating to the Designated Securities after such Time of
         Delivery and furnish the Representatives with copies thereof; to file
         promptly all reports and any definitive proxy or information statements
         required to be filed by the Company with the Commission pursuant to
         Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as
         the delivery of a prospectus is required in connection with the
         offering or sale of such Designated Securities, and during such same
         period to advise the Representatives, promptly after it receives notice
         thereof, of the time when any amendment to the Registration Statement
         has been filed or becomes effective or any supplement to the Prospectus
         or any amended Prospectus has been filed with the Commission, of the
         issuance by the Commission of any stop order or of any order preventing
         or suspending the use of any prospectus relating to such Designated
         Securities, of the suspension of the qualification of such Designated
         Securities for offering or sale in any jurisdiction, of the initiation
         or threatening of any proceeding for any such purpose, or of any
         request by the Commission for the amending or supplementing of the
         Registration Statement or Prospectus or for additional information;
         and, in the event of the issuance of any such stop order or of any such
         order preventing or suspending the use of any prospectus relating to
         such Designated Securities or suspending any such qualification, to use
         promptly its best efforts to obtain its withdrawal;

                  (b) Promptly from time to time to take such action as the
         Representatives may reasonably request to qualify such Designated
         Securities for offering and sale under the securities laws of such
         jurisdictions as the Representatives may request and to comply with
         such laws so as to permit the continuance of sales and dealings therein
         in such jurisdictions for as long as may be necessary to complete the
         distribution of such Designated Securities, provided that in connection
         therewith the Company shall not be required to qualify as a foreign
         corporation or to file a general consent to service of process in any
         jurisdiction;



                                                                               8

                  (c) To furnish the Underwriters with copies of the Prospectus
         as amended or supplemented in such quantities as the Representatives
         may from time to time reasonably request, and, if the delivery of a
         prospectus is required at any time in connection with the offering or
         sale of such Designated Securities and if at such time any event shall
         have occurred as a result of which the Prospectus as then amended or
         supplemented would include an untrue statement of a material fact or
         omit to state any material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made when such Prospectus is delivered, not misleading, or, if for
         any other reason it shall be necessary during such same period to amend
         or supplement the Prospectus or to file under the Exchange Act any
         document incorporated by reference in the Prospectus in order to comply
         with the Act, the Exchange Act or the Trust Indenture Act, to notify
         the Representatives and upon their request to file such document and to
         prepare and furnish without charge to each Underwriter and to any
         dealer in securities as many copies as the Representatives may from
         time to time reasonably request of an amended Prospectus or a
         supplement to the Prospectus which will correct such statement or
         omission or effect such compliance;

                  (d) To make generally available to its security holders as
         soon as practicable, but in any event not later than eighteen months
         after the effective date of the Registration Statement (as defined in
         Rule 158(c) under the Act), an earning statement of the Company and its
         consolidated subsidiaries (which need not be audited) complying with
         Section 11(a) of the Act and the rules and regulations of the
         Commission hereunder (including at the option of the Company Rule 158
         under the Act); and

                  (e) During the period beginning from the date of the Pricing
         Agreement for such Designated Securities and continuing to and
         including the earlier of (i) the termination of trading restrictions
         for such Designated Securities, as notified to the Company by the
         Representatives, and (ii) the Time of Delivery for such Designated
         Securities, not to offer, sell, contract to sell or otherwise dispose
         of any debt securities of the Company which mature more than one year
         after such Time of Delivery and which are substantially similar to such
         Designated Securities, without the prior written consent of the
         Representatives.

         6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, any Pricing Agreement, any
indenture, any Blue Sky and Legal Investment memoranda, closing documents
(including any compilations thereof) and any other documents in connection with
the offering, purchase, sale and delivery of the Securities; (iii) all expenses
in connection with the qualification of the Securities for offering and sale
under state securities



                                                                               9

laws as provided in Section 5(b) hereof, including the reasonable fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and legal investment surveys;
(iv) any fees charged by securities rating services for rating the Securities;
(v) any filing fees incident to any required review by the National Association
of Securities Dealers, Inc. of the terms of the sale of the Securities; (vi) the
cost of preparing the Securities; (vii) the fees and expenses of any Trustee and
any agent of any Trustee and the fees and disbursements of counsel for any
Trustee in connection with any Indenture and the Securities; and (viii) all
other costs and expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for in this Section. It
is understood, however, that, except as provided in this Section, Section 8 and
Section 11 hereof, the Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer taxes on resale of any
of the Securities by them, and any advertising expenses connected with any
offers they may make.

         7. The obligations of the Underwriters of any Designated Securities
under the Pricing Agreement relating to such Designated Securities shall be
subject, in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

                  (a) The Prospectus as amended or supplemented in relation to
         the applicable Designated Securities shall have been filed with the
         Commission pursuant to Rule 424(b) within the applicable time period
         prescribed for such filing by the rules and regulations under the Act
         and in accordance with Section 5(a) hereof; no stop order suspending
         the effectiveness of the Registration Statement or any part thereof
         shall have been issued and no proceeding for that purpose shall have
         been initiated or threatened by the Commission; and all requests for
         additional information on the part of the Commission shall have been
         complied with to the Representatives' reasonable satisfaction;

                  (b) Cravath, Swaine & Moore, counsel for the Underwriters,
         shall have furnished to the Representatives such opinion or opinions,
         dated the Time of Delivery for such Designated Securities, with respect
         to the Indenture, the Designated Securities, the Registration
         Statement, the Prospectus as amended or supplemented and other related
         matters as the Representatives may reasonably request, and such counsel
         shall have received such papers and information as they may reasonably
         request to enable them to pass upon such matters;

                  (c) With respect to the matters set forth in clauses (i),
         (ii), (iv), (v), (vi), (viii), (ix), (x), (xi) and (xii), Robinson,
         Bradshaw & Hinson, P.A., and with respect to the matters set forth in
         clauses (iii) and (vii), the Company's in-house counsel or other
         counsel reasonably satisfactory to the Underwriters shall have
         furnished to the Representatives a written opinion, dated the Time of
         Delivery for such Designated Securities, in form and substance
         reasonably satisfactory to the Representatives, to the effect that:



                                                                              10

                           (i) The Company is a validly subsisting corporation
                  under the laws of the State of New York, with corporate power
                  and authority to own its properties and conduct its business
                  as described in the Prospectus as amended or supplemented;

                           (ii) The Company has an authorized equity
                  capitalization as set forth in the Prospectus as amended or
                  supplemented;

                           (iii) To the best of such counsel's knowledge, there
                  are no legal or governmental proceedings pending or overtly
                  threatened in writing before any court or other governmental
                  authority that name the Company or any of its subsidiaries and
                  are specifically directed to the Company or its subsidiaries
                  or their properties other than as set forth in the Prospectus
                  as amended or supplemented and other than legal or
                  governmental proceedings that, so far as the Company can now
                  foresee considering their probability of success, are not
                  reasonably likely to result in a Material Adverse Change;

                           (iv) This Agreement and the Pricing Agreement with
                  respect to the Designated Securities have been duly
                  authorized, executed and delivered by the Company;

                           (v) The Designated Securities have been duly and
                  validly authorized, executed, authenticated, issued and
                  delivered and constitute valid and legally binding obligations
                  of the Company entitled to the benefits provided by the
                  Indenture; and the Designated Securities and the Indenture
                  conform in all material respects to the descriptions thereof
                  in the Prospectus as amended or supplemented;

                           (vi) The Indenture has been duly authorized, executed
                  and delivered by the Company and, assuming due authorization,
                  execution and delivery by the Trustee, constitutes a valid and
                  legally binding instrument of the Company, enforceable against
                  it in accordance with its terms, subject, as to enforcement,
                  to bankruptcy, insolvency, reorganization and other laws of
                  general applicability relating to or affecting creditors'
                  rights and to general equity principles; and the Indenture has
                  been duly qualified under the Trust Indenture Act;

                           (vii) The issue and sale of the Designated Securities
                  and the compliance by the Company with all of its obligations
                  under the Designated Securities, the Indenture, this Agreement
                  and the Pricing Agreement with respect to the Designated
                  Securities will not in any material respect result in a breach
                  or violation of any of the terms or provisions of, or
                  constitute a default under, any indenture, mortgage, deed of
                  trust, loan agreement or other agreement or instrument filed
                  as an exhibit to any filing with the Commission specifically
                  incorporated by reference in the Prospectus as amended or
                  supplemented, other than such breaches, violations or defaults
                  that would not result in a Material Adverse Change;



                                                                              11

                           (viii) The issue and sale of the Designated
                  Securities and the compliance by the Company with all of its
                  obligations under the Designated Securities, the Indenture,
                  this Agreement and the Pricing Agreement with respect to the
                  Designated Securities will not in any material respect result
                  in a breach or violation of any of the terms or provisions of,
                  or constitute a default under, the Company's Restated
                  Certificate of Incorporation or By-Laws or, to such counsel's
                  knowledge, any statute or any order, rule or regulation of any
                  court or governmental agency or body having jurisdiction over
                  the Company or any of its Material Subsidiaries or any of
                  their properties; (ix) No consent, approval, authorization,
                  order, registration or qualification of or with any court or
                  governmental agency or body is required for the issue and sale
                  of the Designated Securities or the consummation by the
                  Company of the transactions contemplated by this Agreement or
                  such Pricing Agreement, except such as have been obtained
                  under the Act and the Trust Indenture Act and such consents,
                  approvals, authorizations, registrations or qualifications as
                  may be required under state securities or Blue Sky laws in
                  connection with the purchase and distribution of the
                  Designated Securities by the Underwriters;

                           (x) The statements set forth in the Prospectus as
                  amended or supplemented under the caption "Description of Debt
                  Securities" and "Description of the Notes", insofar as they
                  purport to constitute a summary of the terms of the Designated
                  Securities, are accurate, fair and complete in all material
                  respects;

                           (xi) The documents incorporated by reference in the
                  Prospectus as amended or supplemented (other than the
                  historical and pro forma financial statements and related
                  schedules and other financial or statistical data included
                  therein or excluded therefrom, as to which such counsel need
                  express no opinion), when they became effective or were filed
                  with the Commission, as the case may be, complied as to form
                  in all material respects with the requirements of the Act or
                  the Exchange Act, as applicable, and the rules and regulations
                  of the Commission thereunder; and such counsel does not know
                  of any amendment to the Registration Statement required to be
                  filed or any contracts or other documents of a character
                  required to be filed as an exhibit to the Registration
                  Statement or required to be incorporated by reference into the
                  Prospectus as amended or supplemented or required to be
                  described in the Registration Statement or the Prospectus as
                  amended or supplemented in each case that are not filed or
                  incorporated by reference or described as required; and

                           (xii) The Company is not and, after giving effect to
                  the offering and sale of the Designated Securities, will not
                  be an "investment company" or an entity "controlled" by an
                  "investment company", as such terms are defined in the
                  Investment Company Act.



                                                                              12

         In addition, each such counsel shall state that although they do not
pass upon, have not independently verified, and do not assume any responsibility
for the accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus as amended or supplemented, no facts
have come to the attention of such counsel that have caused it to believe that
the Registration Statement, when it became effective under the Act, contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or that the Prospectus as amended or supplemented, as of its date or the Closing
Date, contained an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except that such
counsel need not express any belief with respect to (i) the historical and pro
forma financial statements, financial schedules and other financial or
statistical data included therein or excluded therefrom and (ii) the Trustee's
Statement of Eligibility on Form T-1.

         In rendering such opinion, in-house counsel may state that the opinion
is limited to the laws of any jurisdiction in which such counsel is licensed to
practice and the federal laws of the United States, and Robinson, Bradshaw &
Hinson, P.A. may state that the opinion is limited to the laws of the States of
New York and North Carolina and the federal laws of the United States;

                  (d) On the date of the Pricing Agreement for such Designated
         Securities and at the Time of Delivery for such Designated Securities,
         Ernst & Young LLP, the independent accountants of the Company who have
         certified the financial statements of the Company and its subsidiaries
         included or incorporated by reference in the Registration Statement,
         shall have furnished to the Representatives a letter, dated the date of
         the Pricing Agreement, and a letter dated such Time of Delivery,
         respectively, to the effect set forth in Annex II hereto, and as to
         such other matters as the Representatives may reasonably request and in
         form and substance reasonably satisfactory to the Representatives;

                  (e) (i) The Company and its subsidiaries considered as a whole
         shall not, since the date of the latest audited financial statements
         included or incorporated by reference in the Prospectus as amended or
         supplemented, have sustained any loss or interference with its business
         from fire, explosion, flood or other calamity, whether or not covered
         by insurance, or from any labor dispute or court or governmental
         action, order or decree, otherwise than as set forth in the Prospectus
         as amended or supplemented (exclusive of any amendment or supplement
         after the Pricing Agreement), and (ii) since the respective dates as of
         which information is given in the Prospectus as amended or supplemented
         there shall not have been any change in the capital stock (except
         pursuant to (i) the Equity Registration Statement and (ii) any other
         agreements or employee or director benefit plans referred to in the
         Prospectus as amended or supplemented) or increase in long-term debt of
         the Company and its subsidiaries considered as a whole or any change,
         or any development involving a prospective change, in or affecting the
         general affairs, management, financial position, shareholders' equity
         or results of operations of the Company and its subsidiaries considered
         as a whole, otherwise than as set forth in the Prospectus as amended or
         supplemented



                                                                              13

         (exclusive of any amendment or supplement after the Pricing Agreement),
         the effect of which, in any such case described in clause (i) or (ii),
         is in the judgment of the Representatives so material and adverse as to
         make it impracticable or inadvisable to proceed with the public
         offering or the delivery of the Designated Securities on the terms and
         in the manner contemplated in the Prospectus as amended or
         supplemented;

                  (f) On or after the date of the Pricing Agreement relating to
         the Designated Securities (i) no downgrading shall have occurred in the
         rating accorded the Company's debt securities by any "nationally
         recognized statistical rating organization," as that term is defined by
         the Commission for purposes of Rule 436(g)(2) under the Act and (ii) no
         such organization shall have publicly announced that it has under
         surveillance or review, with possible negative implications, its rating
         of any of the Company's debt securities;

                  (g) On or after the date of the Pricing Agreement relating to
         the Designated Securities there shall not have occurred any of the
         following: (i) a suspension or material limitation in trading in
         securities generally on the New York Stock Exchange; (ii) a suspension
         or material limitation in trading in the Company's securities on the
         New York Stock Exchange; (iii) a material adverse change in the
         financial markets in the United States; (iv) a general moratorium on
         commercial banking activities in New York declared by either Federal or
         New York State authorities or a material disruption in commercial
         banking or securities settlement or clearance services in the United
         States; or (v) the outbreak of hostilities or material escalation
         thereof or other calamity or crisis or any change or development
         involving the United States or the declaration by the United States of
         a national emergency or war, if the effect of any such event specified
         in this clause (v) in the judgment of the Representatives makes it
         impracticable or inadvisable to proceed with the public offering or the
         delivery of the Designated Securities on the terms and in the manner
         contemplated in the Prospectus as amended or supplemented; and

                  (h) The Company shall have furnished or caused to be furnished
         to the Representatives at the Time of Delivery for the Designated
         Securities a certificate or certificates of officers of the Company
         satisfactory to the Representatives stating that such officers have
         carefully reviewed the Registration Statement and Prospectus as amended
         or supplemented and as to the accuracy of the representations and
         warranties of the Company herein at and as of such Time of Delivery, as
         to the performance by the Company of all of its obligations hereunder
         to be performed at or prior to such Time of Delivery, as to the matters
         set forth in subsections (a) and (f) of this Section and as to such
         other matters as the Representatives may reasonably request.

         8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue



                                                                              14

statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to the Securities, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities.

                  (b) Each Underwriter will indemnify and hold harmless the
         Company against any losses, claims, damages or liabilities to which the
         Company may become subject, under the Act or otherwise, insofar as such
         losses, claims, damages or liabilities (or actions in respect thereof)
         arise out of or are based upon an untrue statement or alleged untrue
         statement of a material fact contained in any Preliminary Prospectus,
         any preliminary prospectus supplement, the Registration Statement, the
         Prospectus as amended or supplemented and any other prospectus relating
         to the Securities, or any amendment or supplement thereto, or arise out
         of or are based upon the omission or alleged omission to state therein
         a material fact required to be stated therein or necessary to make the
         statements therein not misleading, in each case to the extent, but only
         to the extent, that such untrue statement or alleged untrue statement
         or omission or alleged omission was made in any Preliminary Prospectus,
         any preliminary prospectus supplement, the Registration Statement, the
         Prospectus as amended or supplemented and any other prospectus relating
         to the Securities, or any such amendment or supplement in reliance upon
         and in conformity with written information furnished to the Company by
         such Underwriter through the Representatives expressly for use therein;
         and will reimburse the Company for any legal or other expenses
         reasonably incurred by the Company in connection with investigating or
         defending any such action or claim as such expenses are incurred.

                  (c) Promptly after receipt by an indemnified party under
         subsection (a) or (b) above of notice of the commencement of any
         action, such indemnified party shall, if a claim in respect thereof is
         to be made against the indemnifying party under such subsection, notify
         the indemnifying party in writing of the commencement thereof; but the
         omission so to notify the indemnifying party (i) shall not relieve the
         indemnifying party from liability under subsection (a) or (b) above
         unless and to the extent it did not otherwise learn of such action and
         such failure results in the forfeiture by the indemnifying party of
         substantial rights and defenses and (ii) shall not relieve it from any
         liability which it may have to any indemnified party otherwise than
         under such subsection. In case any such action



                                                                              15

         shall be brought against any indemnified party and it shall notify the
         indemnifying party of the commencement thereof, the indemnifying party
         shall be entitled to participate therein and, to the extent that it
         shall wish, jointly with any other indemnifying party similarly
         notified, to assume the defense thereof, with counsel satisfactory to
         such indemnified party (who shall not, except with the consent of the
         indemnified party, be counsel to the indemnifying party), and, after
         notice from the indemnifying party to such indemnified party of its
         election so to assume the defense thereof, the indemnifying party shall
         not be liable to such indemnified party under such subsection for any
         legal expenses of other counsel or any other expenses, in each case
         subsequently incurred by such indemnified party, in connection with the
         defense thereof other than reasonable costs of investigation. No
         indemnifying party shall, without giving prior written notice to the
         indemnified party, effect the settlement or compromise of, or consent
         to the entry of any judgment with respect to, any pending or threatened
         action or claim in respect of which indemnification or contribution may
         be sought hereunder (whether or not the indemnified party is an actual
         or potential party to such action or claim) unless such settlement,
         compromise or judgment (i) includes an unconditional release of the
         indemnified party from all liability arising out of such action or
         claim and (ii) does not include a statement as to, or an admission of,
         fault, culpability or a failure to act, by or on behalf of any
         indemnified party.

                  (d) If the indemnification provided for in this Section 8 is
         unavailable to or insufficient to hold harmless an indemnified party
         under subsection (a) or (b) above in respect of any losses, claims,
         damages or liabilities (or actions in respect thereof) referred to
         therein, then each indemnifying party shall contribute to the amount
         paid or payable by such indemnified party as a result of such losses,
         claims, damages or liabilities (or actions in respect thereof) in such
         proportion as is appropriate to reflect the relative benefits received
         by the Company on the one hand and the Underwriters of the Designated
         Securities on the other from the offering of the Designated Securities
         to which such loss, claim, damage or liability (or action in respect
         thereof) relates. If, however, the allocation provided by the
         immediately preceding sentence is not permitted by applicable law, then
         each indemnifying party shall contribute to such amount paid or payable
         by such indemnified party in such proportion as is appropriate to
         reflect not only such relative benefits but also the relative fault of
         the Company on the one hand and the Underwriters of the Designated
         Securities on the other in connection with the statements or omissions
         which resulted in such losses, claims, damages or liabilities (or
         actions in respect thereof), as well as any other relevant equitable
         considerations. The relative benefits received by the Company on the
         one hand and such Underwriters on the other shall be deemed to be in
         the same proportion as the total net proceeds from such offering
         (before deducting expenses) received by the Company bear to the total
         underwriting discounts and commissions received by such Underwriters.
         The relative fault shall be determined by reference to, among other
         things, whether the untrue or alleged untrue statement of a material
         fact or the omission or alleged omission to state a material fact
         relates to information supplied by the Company on the one hand or such
         Underwriters on the other and the parties' relative intent, knowledge,
         access to



                                                                              16

         information and opportunity to correct or prevent such statement or
         omission. The Company and the Underwriters agree that it would not be
         just and equitable if contribution pursuant to this subsection (d) were
         determined by pro rata allocation (even if the Underwriters were
         treated as one entity for such purpose) or by any other method of
         allocation which does not take account of the equitable considerations
         referred to above in this subsection (d). The amount paid or payable by
         an indemnified party as a result of the losses, claims, damages or
         liabilities (or actions in respect thereof) referred to above in this
         subsection (d) shall be deemed to include any legal or other expenses
         reasonably incurred by such indemnified party in connection with
         investigating or defending any such action or claim. Notwithstanding
         the provisions of this subsection (d), no Underwriter shall be required
         to contribute any amount in excess of the amount by which the total
         price at which the applicable Designated Securities underwritten by it
         and distributed to the public were offered to the public exceeds the
         amount of any damages which such Underwriter has otherwise been
         required to pay by reason of such untrue or alleged untrue statement or
         omission or alleged omission. No person guilty of fraudulent
         misrepresentation (within the meaning of Section 11(f) of the Act)
         shall be entitled to contribution from any person who was not guilty of
         such fraudulent misrepresentation. The obligations of the Underwriters
         of Designated Securities in this subsection (d) to contribute are
         several in proportion to their respective underwriting obligations with
         respect to such Securities and not joint.

                  (e) The obligations of the Company under this Section 8 shall
         be in addition to any liability which the Company may otherwise have
         and shall extend, upon the same terms and conditions, to each person,
         if any, who controls any Underwriter within the meaning of the Act; and
         the obligations of the Underwriters under this Section 8 shall be in
         addition to any liability which the respective Underwriters may
         otherwise have and shall extend, upon the same terms and conditions, to
         each officer and director of the Company and to each person, if any,
         who controls the Company within the meaning of the Act.

         9. (a) If any Underwriter shall default in its obligation to purchase
the Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms. In the event that, within the
respective prescribed period, the Representatives notify the Company that they
have so arranged for the purchase of such Designated Securities, or the Company
notifies the Representatives that it has so arranged for the purchase of such
Designated Securities, the Representatives or the Company shall have the right
to postpone the Time of Delivery for such Designated Securities for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees



                                                                              17

to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if such person had
originally been a party to the Pricing Agreement with respect to such Designated
Securities.

                  (b) If, after giving effect to any arrangements for the
         purchase of the Designated Securities of a defaulting Underwriter or
         Underwriters by the Representatives and the Company as provided in
         subsection (a) above, the aggregate principal amount of such Designated
         Securities which remains unpurchased does not exceed 10% of the
         aggregate principal amount of the Designated Securities, then the
         Company shall have the right to require each non-defaulting Underwriter
         to purchase the amount of Designated Securities which such Underwriter
         agreed to purchase under the Pricing Agreement relating to such
         Designated Securities and, in addition, to require each non-defaulting
         Underwriter to purchase its pro rata share (based on the amount of the
         Designated Securities which such Underwriter agreed to purchase under
         such Pricing Agreement) of the Designated Securities of such defaulting
         Underwriter or Underwriters for which such arrangements have not been
         made; but nothing herein shall relieve a defaulting Underwriter from
         liability for its default.

                  (c) If, after giving effect to any arrangements for the
         purchase of the Designated Securities of a defaulting Underwriter or
         Underwriters by the Representatives and the Company as provided in
         subsection (a) above, the aggregate principal amount of Designated
         Securities which remains unpurchased exceeds 10% of the aggregate
         principal amount of the Designated Securities, as referred to in
         subsection (b) above, or if the Company shall not exercise the right
         described in subsection (b) above to require non-defaulting
         Underwriters to purchase Designated Securities of a defaulting
         Underwriter or Underwriters, then the Pricing Agreement relating to
         such Designated Securities shall thereupon terminate, without liability
         on the part of any non-defaulting Underwriter or the Company, except
         for the expenses to be borne by the Company and the Underwriters as
         provided in Section 6 hereof and the indemnity and contribution
         agreements in Section 8 hereof; but nothing herein shall relieve a
         defaulting Underwriter from liability for its default.

         10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

         11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Section 6 and



                                                                              18

Section 8 hereof; but, if for any other reason Designated Securities are not
delivered by or on behalf of the Company as provided herein, the Company will
reimburse the Underwriters through the Representatives for all out-of-pocket
expenses approved in writing by the Representatives, including fees and
disbursements of counsel, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of such Designated Securities,
but the Company shall then be under no further liability to any Underwriter with
respect to such Designated Securities except as provided in Section 6 and
Section 8 hereof.

         12. In all dealings hereunder, the Representatives of the Underwriters
of Designated Securities shall act on behalf of each of such Underwriters, and
the parties hereto shall be entitled to act and rely upon any statement,
request, notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.

         All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement: Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.

         13. This Agreement and each Pricing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Section 8 and Section 10 hereof, the officers and directors
of the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

         14. Time shall be of the essence of each Pricing Agreement. As used
herein, "Business Day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

         15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         16. This Agreement and each Pricing Agreement may be executed by any
one or more of the parties hereto and thereto in any number of counterparts,
each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument. The
execution of this Agreement and any Pricing Agreement may be evidenced by an
exchange of telegraph or facsimile communications or any other rapid
transmission device designated to produce a written record of communications
transmitted.




                                                                              19

         If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof.

                                             Very truly yours,

                                             GOODRICH CORPORATION

                                             By:_______________________________
                                                Name:
                                                Title:

                                             Accepted as of the date hereof:

                                             J.P. MORGAN SECURITIES INC.
                                             BANC ONE CAPITAL MARKETS, INC.
                                             SALOMON SMITH BARNEY INC.
                                             Acting on behalf of themselves and
                                             as the Representatives of the
                                             several Underwriters.

                                             By: J.P. MORGAN SECURITIES INC.

                                             By:_______________________________
                                                Name:
                                                Title:

                                             By: BANC ONE CAPITAL MARKETS, INC.

                                             By:_______________________________
                                                Name:
                                                Title:

                                             By: SALOMON SMITH BARNEY INC.

                                             By:_______________________________
                                                Name:
                                                Title:





                                                                              20

                                                                         ANNEX I

                                Pricing Agreement

December  , 2002

J.P. Morgan Securities Inc.
270 Park Avenue
New York, NY 10017

Banc One Capital Markets, Inc.
1 Bank One Plaza
Chicago, IL 60670

Salomon Smith Barney Inc.
388 Greenwich Street
New York, NY 10013


Dear Sirs:

         Goodrich Corporation, a New York corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated December , 2002 (the "Underwriting Agreement"), between the
Company on the one hand and each of you on the other hand, to issue and sell to
the Underwriters named in Schedule I hereto (the "Underwriters") the Designated
Securities specified in Schedule II hereto (the "Designated Securities"). Each
of the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this Agreement to
the same extent as if such provisions had been set forth in full herein; and
each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.

         An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
Form heretofore delivered to you is now proposed to be filed with the
Commission.



                                                                              21

         Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.

         If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof other than the
Representatives.

                                             Very truly yours,

                                             Goodrich Corporation

                                             By:_______________________________
                                                Name:
                                                Title:


                                             Accepted as of the date hereof:

                                             J.P. Morgan Securities Inc.
                                             Banc One Capital Markets, Inc.
                                             Salomon Smith Barney Inc.


                                             Acting on behalf of themselves and
                                             as the Representatives of the
                                             several Underwriters.

                                             By: J.P. Morgan Securities Inc.

                                             By:_______________________________
                                                Name:
                                                Title:

                                             By: Banc One Capital Markets, Inc.

                                             By:_______________________________
                                                Name:
                                                Title:




                                                                              22

                                             By: Salomon Smith Barney Inc.

                                             By:_______________________________
                                                Name:
                                                Title:





                                   SCHEDULE I


                                                           Principal Amount of [ ]%           Principal Amount of []%
                   Underwriter                            Securities to be Purchased        Securities to be Purchased
                   -----------                            --------------------------        --------------------------
                         
J.P. Morgan Securities Inc.... ........................

Banc One Capital Markets, Inc..........................

Salomon Smith Barney Inc...............................

Banc of America Securities LLC.........................

BNY Capital Markets, Inc...............................

NatCity Investments, Inc...............................

Merrill Lynch, Pierce, Fenner & Smith Incorporated.....

      Total








                                                                               2

                                   SCHEDULE II

Title of Designated Securities:

    % Notes due 200_

Aggregate principal amount:

[$      ]

Price to Public:

   % of the principal amount of the Designated Securities, plus accrued interest
from          , 2002

Purchase Price by Underwriters:

   % of the principal amount of the Designated Securities, plus accrued interest
from          , 2002

Specified funds for payment of purchase price:

Immediately available funds

Indenture:

Indenture dated May 1, 1991, between the Company and The Bank of New York (as
successor to Harris Trust and Savings Bank), as Trustee

Maturity:

Interest Rate:

Interest Payment Dates:

Redemption Provisions:

Sinking Fund Provisions:

No sinking fund provisions

Defeasance provisions:  None

Time of Delivery:             , 2002

Closing Location: Cravath, Swaine & Moore, 825 Eighth Avenue, Worldwide Plaza,
New York, NY  10019



                                                                               3

Names and addresses of Representatives:

Designated Representatives: J.P. Morgan Securities Inc., Banc One Capital
Markets, Inc. and Salomon Smith Barney, Inc.

Address for Notices:   c/o J.P. Morgan Securities Inc.
                       270 Park Avenue
                       New York, New York 10017




                                    ANNEX II

Pursuant to Section 7(d) of the Underwriting Agreement, Ernst & Young LLP shall
furnish letters to the Underwriters to the effect that:

                  (i) They are independent certified public accountants with
         respect to the Company and its subsidiaries within the meaning of the
         Act and the applicable published rules and regulations hereunder;

                  (ii) In their opinion, the financial statements and any
         supplementary financial information and schedules (and, if applicable,
         prospective financial statements and/or pro forma financial
         information) examined by them and included or incorporated by reference
         in the Registration Statement or the Prospectus comply as to form in
         all material respects with the applicable accounting requirements of
         the Act or the Exchange Act, if applicable, and the related published
         rules and regulations hereunder; and, if applicable, they have made a
         review in accordance with standards established by the American
         Institute of Certified Public Accountants of the consolidated interim
         financial statements, selected financial data, pro forma financial
         information, prospective financial statements, and/or condensed
         financial statements derived from audited financial statements of the
         Company for the periods specified in such letter, as indicated in their
         reports thereon, copies of which have been separately furnished to the
         Representatives;

                  (iii) They have made a review in accordance with standards
         established by the American Institute of Certified Public Accountants
         of the unaudited condensed consolidated statements of income,
         consolidated balance sheets and consolidated statements of cash flows
         included in the Prospectus as indicated in their reports thereon copies
         of which have been separately furnished to the Representatives; and on
         the basis of specified procedures including inquiries of officials of
         the Company who have responsibility for financial and accounting
         matters regarding whether the unaudited condensed consolidated
         financial statement referred to in paragraph (vi)(A)(i) below comply as
         to form in all material respects with the applicable accounting
         requirements of the Act and the Exchange Act and the related published
         rules and regulations, nothing came to their attention that caused them
         to believe that the unaudited condensed consolidated financial
         statements do not comply as to form in all material respects with the
         applicable accounting requirements of the Act and the related published
         rules and regulations;

                  (iv) Subject to the introductory paragraphs appearing under
         the caption "Selected Consolidated Financial Data" in the Registration
         Statement, the unaudited selected financial information with respect to
         the consolidated results of operations and financial position of the
         Company for the five most recent fiscal years included in the
         Prospectus and included or incorporated by reference in Item 6 of the
         Company's Annual Report on Form 10-K for the



                                                                               2

         most recent fiscal year agrees with the corresponding amounts (after
         restatement where applicable) in the audited consolidated financial
         statements for the five such fiscal years which were included or
         incorporated by reference in the Company's Annual Reports on Form 10-K
         for such fiscal years;

                  (v) They have compared the information in the Prospectus under
         the selected captions with the disclosure requirements of Regulation
         S-K and on the basis of limited procedures specified in such letter
         nothing came to their attention as a result of the foregoing procedures
         that caused them to believe that this information does not conform in
         all material respects with the disclosure requirements of Items 301,
         302, 402 and 503(d), respectively, of Regulation S-K;

                  (vi) On the basis of limited procedures, not constituting an
         examination in accordance with generally accepted auditing standards,
         consisting of a reading of the unaudited financial statements and other
         information referred to below, a reading of the latest available
         interim financial statements of the Company and its subsidiaries,
         inspection of the minute books of the Company and its subsidiaries
         since the date of the latest audited financial statements included or
         incorporated by reference in the Prospectus, inquiries of officials of
         the Company and its subsidiaries responsible for financial and
         accounting matters and such other inquiries and procedures as may be
         specified in such letter, nothing came to their attention that caused
         them to believe that:



                                                                               3

                           (A) the unaudited condensed consolidated statements
                  of income, consolidated balance sheets and consolidated
                  statements of cash flows included or incorporated by reference
                  in the Company's Quarterly Reports on Form 10-Q incorporated
                  by reference in the Prospectus do not comply as to form in all
                  material respects with the applicable accounting requirements
                  of the Exchange Act as it applies to Form 10-Q and the related
                  published rules and regulations hereunder or are not in
                  conformity with generally accepted accounting principles
                  applied on a basis substantially consistent with the basis for
                  the audited consolidated statements of income, consolidated
                  balance sheets and consolidated statements of cash flows
                  included or incorporated by reference in the Company's Annual
                  Report on Form 10-K for the most recent fiscal year;

                           (B) any other unaudited income statement data and
                  balance sheet items included in the Prospectus do not agree
                  with the corresponding items in the unaudited consolidated
                  financial statements from which such data and items were
                  derived, and any such unaudited data and items were not
                  determined on a basis substantially consistent with the basis
                  for the corresponding amounts in the audited consolidated
                  financial statements included or incorporated by reference in
                  the Company's Annual Report on Form 10-K for the most recent
                  fiscal year;

                           (C) the unaudited financial statements which were not
                  included in the Prospectus but from which were derived the
                  unaudited condensed financial statements referred to in Clause
                  (A) and any unaudited income statement data and balance sheet
                  items included in the Prospectus and referred to in Clause (B)
                  were not determined on a basis substantially consistent with
                  the basis for the audited financial statements included or
                  incorporated by reference in the Company's Annual Report on
                  Form 10-K for the most recent fiscal year;

                           (D) any unaudited pro forma consolidated condensed
                  financial statements included or incorporated by reference in
                  the Prospectus do not comply as to Form in all material
                  respects with the applicable accounting requirements of the
                  Act and the published rules and regulations hereunder or the
                  pro forma adjustments have not been properly applied to the
                  historical amounts in the compilation of those statements;

                           (E) as of a specified date not more than five days
                  prior to the date of such letter, there have been any changes
                  in the consolidated capital stock (other than issuances of
                  capital stock upon exercise of options and stock appreciation
                  rights, upon earn-outs of performance shares and upon
                  conversions of convertible securities, in each case which were
                  outstanding on the date of the latest balance sheet included
                  or incorporated by reference in the Prospectus) or any
                  increases in consolidated long-term debt of the Company and
                  its subsidiaries, or any decreases in consolidated net current
                  assets or net assets or other items specified by the




                                                                               4

                  Representatives, or any increases in any items specified by
                  the Representatives, in each case as compared with amounts
                  shown in the latest balance sheet included or incorporated by
                  reference in the Prospectus, except in each case for changes,
                  increases or decreases which the Prospectus discloses have
                  occurred or may occur or which are described in such letter;
                  and

                           (F) for the period from the date of the latest
                  financial statements included or incorporated by reference in
                  the Prospectus to the specified date referred to in Clause (E)
                  there were any decreases in consolidated net revenues or
                  operating profit or the total or per share amounts of
                  consolidated net income or other items specified by the
                  Representatives, or any increases in any items specified by
                  the Representatives, in each case as compared with the
                  comparable period of the preceding year and with any other
                  period of corresponding length specified by the
                  Representatives, except in each case for increases or
                  decreases which the Prospectus discloses have occurred or may
                  occur or which are described in such letter; and

                  (vii) In addition to the audit referred to in their report(s)
         included or incorporated by reference in the Prospectus and the limited
         procedures, inspection of minute books, inquiries and other procedures
         referred to in paragraphs (iii) and (iv) above, they have carried out
         certain specified procedures, not constituting an examination in
         accordance with generally accepted auditing standards, with respect to
         certain amounts, percentages and financial information specified by the
         Representatives which are derived from the general accounting records
         of the Company and its subsidiaries, which appear in the Prospectus
         (excluding documents incorporated by reference), or in Part II of, or
         in exhibits and schedules to, the Registration Statement specified by
         the Representatives or in documents incorporated by reference in the
         Prospectus specified by the Representatives, and have compared certain
         of such amounts, percentages and financial information with the
         accounting records of the Company and its subsidiaries and have found
         them to be in agreement.

         All references in this Annex II to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the letter
delivered on the date of the Pricing Agreement for purposes of such letter and
to the Prospectus as amended or supplemented (including the documents
incorporated by reference therein) in relation to the applicable Designated
Securities for purposes of the letter delivered at the Time of Delivery for such
Designated Securities.

EX-1.2

                                                                     EXHIBIT 1.2

                                Pricing Agreement

December 4, 2002

J.P. Morgan Securities Inc.
270 Park Avenue
New York, NY 10017

Banc One Capital Markets, Inc.
1 Bank One Capital
Chicago, IL 60670

Salomon Smith Barney Inc.
388 Greenwich Street
New York, NY 10013


Dear Sirs:

         Goodrich Corporation, a New York corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated December 4, 2002 (the "Underwriting Agreement"), between the
Company on the one hand and each of you on the other hand, to issue and sell to
the Underwriters named in Schedule I hereto (the "Underwriters") the Designated
Securities specified in Schedule II hereto (the "Designated Securities"). Each
of the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this Agreement to
the same extent as if such provisions had been set forth in full herein; and
each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.

         An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
Form heretofore delivered to you is now proposed to be filed with the
Commission.




                                                                               2

         Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.

         If the foregoing is in accordance with your understanding, please sign
and return to us counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof other than the
Representatives.

                                             Very truly yours,

                                             Goodrich Corporation

                                             By:_______________________________
                                                Name:
                                                Title:

                                             Accepted as of the date hereof:

                                             J.P. Morgan Securities Inc.
                                             Banc One Capital Markets, Inc.
                                             Salomon Smith Barney Inc.


                                             Acting on behalf of themselves and
                                             as the Representatives of the
                                             several Underwriters.

                                             By: J.P. Morgan Securities Inc.

                                             By:_______________________________
                                                Name:
                                                Title:

                                             By: Banc One Capital Markets, Inc.

                                             By:_______________________________
                                                Name:
                                                Title:




                                                                               3

                                             By: Salomon Smith Barney Inc.

                                             By:_______________________________
                                                Name:
                                                Title:





                                   SCHEDULE I


                   Underwriter                          Principal Amount of 6.45%      Principal Amount of 7.625%
                                                          Notes to be Purchased           Notes to be Purchased
                                                        -------------------------      --------------------------
                                                                                 
J.P. Morgan Securities Inc............................         $90,000,000                     150,000,000

Banc One Capital Markets, Inc.........................         $90,000,000                     150,000,000

Salomon Smith Barney Inc..............................         $39,060,000                      65,100,000

Banc of America Securities LLC........................         $27,000,000                      45,000,000

BNY Capital Markets, Inc..............................         $24,000,000                      40,000,000

NatCity Investments, Inc..............................         $24,000,000                      40,000,000

Merrill Lynch, Pierce, Fenner & Smith Incorporated....          $5,940,000                       9,900,000

      Total...........................................        $300,000,000                     500,000,000









                                   SCHEDULE II

I.  Title of Designated Securities:

6.45% Notes due 2007

Aggregate principal amount:

$300,000,000

Price to Public:

99.906% of the principal amount of the Designated Securities

Purchase Price by Underwriters:

99.306% of the principal amount of the Designated Securities

Specified funds for payment of purchase price:

Immediately available funds

Indenture:

Indenture dated May 1, 1991, between the Company and The Bank of New York (as
successor to Harris Trust and Savings Bank), as Trustee

Maturity:

December 15, 2007

Interest Rate:

6.45%

Interest Payment Dates:

June 15 and December 15

Redemption Provisions:

The 2007 Notes will be redeemable, in whole or in part, at the Company's option
at any time from time to time at a redemption price equal to the greater of (i)
100% of the principal amount of the 2007 Notes being redeemed, and (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest on the 2007 Notes being redeemed (not including any portion of any
payments of interest accrued to the redemption date) discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 40 basis points for the 2007
Notes plus accrued and unpaid interest on the 2007 Notes to the redemption date.



Sinking Fund Provisions:

No sinking fund provisions

Time of Delivery:

December 10, 2002

Closing Location: Cravath, Swaine & Moore, 825 Eighth Avenue, Worldwide Plaza,
New York, NY 10019

Names and addresses of Representatives:

Designated Representatives: J.P. Morgan Securities Inc., Banc One Capital
Markets, Inc. and Salomon Smith Barney Inc.

Address for Notices:       c/o J.P. Morgan Securities Inc.
                           270 Park Avenue
                           New York, NY 10017





II.  Title of Designated Securities:

7.625% Notes due 2012

Aggregate principal amount:

$500,000,000

Price to Public:

99.646% of the principal amount of the Designated Securities

Purchase Price by Underwriters:

98.996% of the principal amount of the Designated Securities

Specified funds for payment of purchase price:

Immediately available funds

Indenture:

Indenture dated May 1, 1991, between the Company and The Bank of New York (as
successor to Harris Trust and Savings Bank), as Trustee

Maturity:

December 15, 2012

Interest Rate:

7.625%

Interest Payment Dates:

June 15 and December 15

Redemption Provisions:

The 2012 Notes will be redeemable, in whole or in part, at the Company's option
at any time from time to time at a redemption price equal to the greater of (i)
100% of the principal amount of the 2012 Notes being redeemed, and (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest on the 2012 Notes being redeemed (not including any portion of any
payments of interest accrued to the redemption date) discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 45 basis points for the 2012
Notes plus accrued and unpaid interest on the 2012 Notes to the redemption date.




Sinking Fund Provisions:

No sinking fund provisions

Time of Delivery: December 10, 2002

Closing Location: Cravath, Swaine & Moore, 825 Eighth Avenue, Worldwide Plaza,
New York, NY 10019

Names and addresses of Representatives:

Designated Representatives: J.P. Morgan Securities Inc., Banc One Capital
Markets, Inc. and Salomon Smith Barney Inc.

Address for Notices:      c/o J.P. Morgan Securities Inc.
                          270 Park Avenue
                          New York, New York 10017

EX-4.1

                                                                     EXHIBIT 4.1


                          FIRST SUPPLEMENTAL INDENTURE


         THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December 10, 2002 (this
"Supplemental Indenture"), is between GOODRICH CORPORATION, a New York
corporation (the "Issuer"), and THE BANK OF NEW YORK, a New York banking
corporation authorized to accept and execute trusts, as trustee (the "Trustee").


                                   WITNESSETH

         WHEREAS, pursuant to the Indenture, dated as of May 1, 1991, between
the Issuer and the Trustee, as successor to Harris Trust and Savings Bank, as
trustee (the "Indenture"), the Issuer may from time to time issue and sell debt
securities in one or more series;

         WHEREAS, the Issuer desires to create and authorize the series of 6.45%
Notes due 2007 limited initially to $300,000,000 in aggregate principal amount
(the "Notes"), and to provide the terms and conditions upon which the Notes are
to be executed, registered, authenticated, issued and delivered, the Issuer has
duly authorized the execution and delivery of this Supplemental Indenture;

         WHEREAS, the Notes are a series of Securities (as that term is defined
in the Indenture) and are being issued under the Indenture, as supplemented by
this Supplemental Indenture, and are subject to the terms contained therein and
herein;

         WHEREAS, the Notes are to be substantially in the form attached hereto
as EXHIBIT A;

         WHEREAS, the Issuer and the Trustee may enter into this Supplemental
Indenture without the consent of the holders of the Securities Outstanding (as
that term is defined in the Indenture) as of the date hereof pursuant to
Sections 7.1(f) and 7.1(g) of the Indenture;

         WHEREAS, all acts and things necessary to make the Notes, when executed
by the Issuer and authenticated and delivered by or on behalf of the Trustee as
provided in this Supplemental Indenture, the valid, binding and legal
obligations of the Issuer, and to make this Supplemental Indenture a legal,
binding and enforceable agreement, have been done and performed;

         NOW, THEREFORE, in order to declare the terms and conditions upon which
the Notes are executed, registered, authenticated, issued and delivered, and in
consideration of the foregoing premises and the purchase of such Notes by the
holders thereof, the Issuer and the Trustee mutually covenant and agree, for the
equal and proportionate benefit of the holders from time to time of the Notes,
as follows:

         Section 1. Definitions. Terms used in this Supplemental Indenture and
not defined herein shall have the respective meanings given such terms in the
Indenture. As used in this Supplemental Indenture, unless a different meaning
clearly appears from the context, the following terms shall have the meanings
indicated below:



         "Book-Entry Notes" means those Notes for which a Securities Depository
or its nominee is the holder.

         "Letter of Representations" means (i) the Blanket Letter of
Representations dated December 6, 2002, executed by the Issuer and delivered to
the Securities Depository and any amendments thereto, (ii) any successor blanket
agreements between the Issuer and any successor Securities Depository, relating
to a book-entry system to be maintained by the Securities Depository with
respect to any bonds, notes or other obligations issued by the Issuer, including
the Book-Entry Notes, or (iii) any successor agreements between the Issuer and
the Trustee and any successor Securities Depository, relating to a book-entry
system to be maintained by the Securities Depository with respect to the Notes.

         "Securities Depository" means a Person that is registered as a clearing
agency under Section 17A of the Securities Exchange Act of 1934 or whose
business is confined to the performance of the functions of a clearing agency
with respect to exempted securities, as defined in Section 3(a)(12) of such Act
for the purposes of Section 17A thereof.

         Section 2. Creation and Authorization of Series. There is hereby
created and authorized the series of Notes entitled the "6.45% Notes Due 2007,"
which shall be a series limited initially to $300,000,000 in aggregate principal
amount. Notwithstanding the foregoing initial aggregate principal amount, the
Issuer may, without the consent of the holders of the Notes, reopen this series
of Notes and issue an unlimited amount of additional notes having the same
ranking, interest rate, maturity and other terms as the Notes; provided, that,
the Issuer may reopen this series of Notes only if the additional notes issued
will be fungible with the Notes for United States federal income tax purposes.
Any such additional notes, together with the Notes, will be consolidated with
and constitute a single series of Securities under the Indenture.

         Section 3. Certain Provisions Applicable to the Series.

         (a)      Except as otherwise set forth herein and in the Notes, the
terms of the Notes shall be as set forth in the Indenture, including those made
part of the Indenture by reference to the Trust Indenture Act of 1939. Holders
are referred to the Indenture and the Trust Indenture Act of 1939 for a
statement of such terms.

         (b)      The Notes shall include all of the terms in the form of the
Notes attached hereto as EXHIBIT A.

         (c)      The provisions of Section 10.5 of the Indenture entitled
"Mandatory and Optional Sinking Funds" shall not be applicable to the Notes.

         Section 4. Securities Depository Provisions. The Notes shall be issued
initially as Book-Entry Notes. All Book-Entry Notes shall be registered in the
name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). The
Issuer has executed and delivered a Letter of Representations to DTC. All
payments of principal of, redemption premium, if any, and interest on the
Book-Entry Notes and all notices with respect thereto, including notices of full
or partial redemption, shall be made and given at the times and in the manner
set out in the Letter of Representations. The terms and provisions of the Letter
of Representations shall govern in the event of any inconsistency between the
provisions of the Indenture and the Letter


                                       2


of Representations. The Letter of Representations may be amended without consent
of the holders of the Notes.

         The book-entry registration system for all of the Book-Entry Notes may
be terminated and certificates delivered to and registered in the name of the
beneficial owners of the Book-Entry Notes, under either of the following
circumstances:

         (a)      DTC notifies the Issuer and the Trustee that it is no longer
                  willing or able to act as Securities Depository for the
                  Book-Entry Notes and a successor Securities Depository for the
                  Book-Entry Notes is not appointed by the Issuer within 90
                  days; or

         (b)      The Issuer determines that the Book-Entry Notes are
                  exchangeable.

         If a successor Securities Depository is appointed by the Issuer, the
Book-Entry Notes will be registered in the name of such successor Securities
Depository or its nominee. If certificates are required to be issued to
beneficial owners of the Book-Entry Notes, the Trustee and the Issuer shall be
fully protected in relying upon a certificate of DTC or any DTC participant as
to the identity of and the principal amount of Book-Entry Notes held by such
beneficial owners.

         The beneficial owners of the Book-Entry Notes will not receive physical
delivery of certificates except as provided in this Supplemental Indenture. For
so long as there is a Securities Depository for the Notes, all of such Notes
shall be registered in the name of the nominee of the Securities Depository, all
transfers of beneficial ownership interests in such Notes will be made in
accordance with the rules of the Securities Depository, and no investor or other
party purchasing, selling or otherwise transferring beneficial ownership of such
Notes is to receive, hold or deliver any certificate. The Issuer and the Trustee
shall have no responsibility or liability for transfers of beneficial ownership
interests in such Notes.

         The Issuer and the Trustee will recognize the Securities Depository or
its nominee as the holder of the Book-Entry Notes for all purposes, including
receipt of payments, notices and voting; provided the Trustee may recognize
votes by or on behalf of beneficial owners as if such votes were made by holders
of a related portion of the Notes when such votes are received in compliance
with an omnibus proxy of the Securities Depository or otherwise pursuant to the
rules of the Securities Depository or the provisions of the Letter of
Representations or other comparable evidence delivered to the Trustee by the
holders of the Notes.

         With respect to a Book-Entry Note, the Issuer and the Trustee shall be
entitled to treat the Person in whose name such Note is registered as the
absolute owner of such Note for all purposes of the Indenture, and neither the
Issuer nor the Trustee shall have any responsibility or obligation to any
beneficial owner of such Note. Without limiting the immediately preceding
sentence, neither the Issuer nor the Trustee shall have any responsibility or
obligation with respect to (a) the accuracy of the records of any Securities
Depository or any other Person with respect to any ownership interest in
Book-Entry Notes, (b) the delivery to any Person, other than a holder of the
Notes, of any notice with respect to Book-Entry Notes, including any notice of
redemption or refunding, (c) the selection of the particular Notes or portions
thereof to be redeemed or refunded in the event of a partial redemption or
refunding of part of the Notes


                                       3


Outstanding or (d) the payment to any Person, other than a holder of the Notes,
of any amount with respect to the principal of, redemption premium, if any, or
interest on the Book-Entry Notes.

         Notwithstanding the provisions of Section 10.2 of the Indenture, in the
event of a partial redemption of the Notes in accordance with the Indenture and
this Supplemental Indenture, the Securities Depository for Book-Entry Notes
shall select Notes for redemption according to its stated procedures. In
selecting Book-Entry Notes for redemption, each Note shall be considered as
representing that number of Notes which is obtained by dividing the principal
amount of such Note by the minimum authorized denomination.

         Section 5. Effect of Supplemental Indenture. The provisions of this
Supplemental Indenture are intended to supplement those of the Indenture as in
effect immediately prior to the execution and delivery hereof. The Indenture
shall remain in full force and effect except to the extent that the provisions
of the Indenture are expressly modified by the terms of this Supplemental
Indenture.

         Section 6. Governing Law. This Supplemental Indenture shall be deemed
to be a contract under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of such State, except as may
otherwise be required by mandatory provisions of law.

         Section 7. Trustee Not Responsible for Recitals or Issuance of Notes.
The recitals contained herein shall be taken as statements of the Issuer, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Supplemental
Indenture or of the Notes other than with respect to the Trustee's
authentication and execution. The Trustee shall not be accountable for the use
or application by the Issuer of the Notes or the proceeds thereof.

         Section 8. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act of
1939 that is required under such Act to be a part of and govern this
Supplemental Indenture, the latter provisions shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act of
1939 that may be so modified or excluded, the latter provision shall be deemed
to apply to this Supplemental Indenture as so modified or to be excluded, as the
case may be.

         Section 9. Counterparts. This Supplemental Indenture may be executed in
any number of counterparts, each of which shall be deemed to be an original for
all purposes; and all such counterparts shall together constitute but one and
the same instrument.



           [The remainder of this page is left blank intentionally.]


                                       4



         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.


                                      GOODRICH CORPORATION


                                      By:
                                          --------------------------------------
                                          Name:  Scott E. Kuechle
                                          Title: Vice President and Treasurer


[CORPORATE SEAL]


Attest:

By:
    ------------------------------
    Name:  Kenneth L. Wagner
    Title: Assistant Secretary


                                      THE BANK OF NEW YORK


                                      By:
                                          --------------------------------------
                                          Name:
                                          Title:


[CORPORATE SEAL]

Attest:

By:
    ------------------------------
    Name:
    Title:


                                       5




                                    EXHIBIT A


                              GLOBAL GOODRICH NOTE

REGISTERED
No. R-1                                          Principal Amount:  $300,000,000

                                                             CUSIP:  382388 AQ 9


         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                              GOODRICH CORPORATION
                              6.45% NOTES DUE 2007

         GOODRICH CORPORATION, a corporation duly organized and existing under
the laws of the State of New York (herein called the "Company"), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $300,000,000, on December 15, 2007, and to pay interest thereon
semi-annually on June 15 and December 15 (the "Interest Payment Dates") in each
year, commencing June 15, 2003, at the rate of 6.45 percent per annum until the
principal hereof is paid or made available for payment. Notwithstanding the
foregoing, this note (this "Security") shall bear interest from the most recent
Interest Payment Date to which interest in respect hereof has been paid or duly
provided for, unless (i) the date hereof is such an Interest Payment Date, in
which case from the date hereof, or (ii) no interest has been paid on this
Security, in which case from December 10, 2002; provided, however, that if the
Company shall default in the payment of interest due on the date hereof, then
this Security shall bear interest from the next preceding Interest Payment Date
to which Interest has been paid or, if no interest has been paid on this
Security, from December 10, 2002. Notwithstanding the foregoing, if the date
hereof is after the June 1 or December 1 (whether or not a Business Day) (the
"Record Date"), as the case may be, next preceding an Interest Payment Date and
before such Interest Payment Date, this Security shall bear interest from such
Interest Payment Date; provided, however, that if the Company shall default in
the payment of interest due on such Interest Payment Date, then this Security
shall bear interest from the next preceding Interest Payment Date to which
interest has been paid or, if no interest has been paid on this Security, from
December 10, 2002. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, subject to certain exceptions provided
in the Indenture referred to on the reverse hereof, be paid to the Person in
whose name this Security is registered at the close of business on the Record
Date next preceding such Interest Payment Date.


                                      A-1


         Payment of the principal of and any such interest on this Security will
be made at the office or agency of the Company maintained for that purpose in
New York City in such coin or currency of the United States of America as at the
time is legal tender for the payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security register.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

           [The remainder of this page is left blank intentionally.]



                                      A-2



         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

DATED:  December 10, 2002                 GOODRICH CORPORATION


                                          By:
                                                  ------------------------------
                                          Title:  Vice President and Treasurer



Attest:

By:
       ----------------------------
Title: Vice President and Secretary





TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in
the within-mentioned Indenture.

THE BANK OF NEW YORK, as Trustee


By:
       ----------------------------
       Authorized Officer


                                      A-3



                               REVERSE OF SECURITY

                              GOODRICH CORPORATION
                              6.45% NOTES DUE 2007

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") issued and to be issued in one or more
series under an Indenture, dated as of May 1, 1991, between the Company and The
Bank of New York, as successor to Harris Trust and Savings Bank, as Trustee
(herein called the "Trustee") and the First Supplemental Indenture, dated as of
December 10, 2002, between the Company and the Trustee (collectively, the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, obligations, duties and immunities thereunder of the Company, the
Trustee and the holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of a series designated on the face hereof limited initially to $300,000,000 in
aggregate principal amount. The separate series of Securities may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking or purchase funds (if
any), may be subject to different repayment provisions (if any), may be subject
to different covenants and Events of Default and may otherwise vary as provided
in the Indenture. The Indenture further provides that the Securities of a single
series may be issued at various times, with different maturity dates, may bear
interest, if any, at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking or purchase funds (if
any) and may be subject to different repayment provisions (if any).

         Any payment required to be made with respect to this Security on a day
that is not a Business Day need not be made on such day, but may be made on the
next succeeding Business Day with the same force and effect as if made on such
day, and no interest shall accrue for the period from and after such date to the
date of payment.

         This Security is redeemable, in whole or in part, at any time from time
to time, at the option of the Company, at a redemption price equal to the
greater of (1) 100% of the principal amount of the Security and (2) the sum of
the present values of the remaining scheduled payments of principal and interest
thereon (not including any portion of any payment of interest accrued to the
redemption date) discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 40 basis points, plus, in each case, accrued and unpaid interest
thereon to the redemption date.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Securities.

         "Comparable Treasury Price" means, with respect to any redemption date
for the Securities of this series, (i) the average of the Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the


                                      A-4


Trustee obtains fewer than four Reference Treasury Dealer Quotations, the
average of all Reference Treasury Deal Quotations.

         "Reference Treasury Dealer" means each of J.P. Morgan Securities Inc.,
Banc One Capital Markets, Inc., Salomon Smith Barney Inc. (or their respective
affiliates which are Primary Treasury Dealers) and their respective successors
and one additional Primary Treasury Dealer selected by the Company; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.

         "Treasury Rate" means, with respect to any redemption date for the
Securities of this series, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date. The
Treasury Rate shall be calculated on the third Business Day preceding the
redemption date.

         In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof having
the same interest rate and maturity as this Security will be issued in the name
of the holder hereof upon the cancellation hereof.

         Except as set forth above, the Securities of this series will not be
redeemable by the Company prior to maturity and will not be entitled to the
benefit of any sinking fund.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, then the Trustee or the holders of not less than 25% in
aggregate principal amount (calculated as provided in the Indenture) of the
Securities of this series then Outstanding may declare the principal of the
Securities of this series and accrued interest thereon, if any, to be due and
payable in the manner and with the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment or supplementing thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the holders of not less than a majority in
aggregate principal amount (calculated as provided in the Indenture) of the
Securities at the time Outstanding of all series to be affected (all such series
voting as a single class). The Indenture also contains provisions permitting the
holders of not less than a majority in aggregate principal amount (calculated as
provided in the Indenture) of the Securities of each series at the time
Outstanding, on behalf of the holders of all Securities of such series, to waive
certain past defaults or Events of Default under the Indenture and the
consequences of any such defaults or Events of Default. Any such consent or
waiver by the holder of this Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future


                                      A-5


holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest, if any, on
this Security at the times, place, and rate, if any, and in the coin or
currency, herein prescribed.

         The Securities of this series are being issued by means of a book-entry
system with no physical distribution of note certificates to be made except as
provided in the Indenture. As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Security is registrable in
the Security register, upon due presentment of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and interest, if any, on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security registrar duly executed by, the holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series, having the same interest rate and maturity and bearing interest
from the same date as this Security, of any authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations set forth therein,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination having the
same interest rate and maturity and bearing interest from the same date as such
Securities, as requested by the holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue and notwithstanding any
notation of ownership or other writing thereon, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary. All
payments made to or upon the order of such registered holder, shall, to the
extent of the sum or sums paid, effectually satisfy and discharge liability for
monies payable on this Security.

         No recourse for the payment of the principal of or interest, if any, on
this Security, or for any claim based hereon or otherwise in respect hereof, and
no recourse under or upon any obligation, covenant or agreement of the Company
in the Indenture or any indenture supplement thereto or in any Security, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, official or director, as such, past,
present, or future, of the Company or of any successor entity, either directly
or through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the


                                      A-6


enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

         All terms used in this Security and not otherwise defined herein which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

         This Security shall be governed by and construed in accordance with the
laws of the State of New York.



                                      A-7



                        --------------------------------

         FOR VALUE RECEIVED, ___________________________________________ the
undersigned hereby sell(s), assign(s) and transfers unto

                                               [PLEASE INSERT SOCIAL SECURITY OR
                                          TAX IDENTIFICATION NUMBER OF ASSIGNEE]

                                               !
                                               !
                                               !
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OR ASSIGNEE]

the within Security and all rights thereunder, and hereby irrevocably
constitutes and appoints ______________________ attorney to transfer the within
Security on the books kept for registration thereof, with full power of
substitution in the premises.

Dated:
        ----------------------------

NOTICE:
                  --------------------------------------------------------------
                  The signature to this assignment must correspond with the name
                  as it appears upon the face of the within Security in every
                  particular, without alteration or enlargement or any change
                  whatever.


                                      A-8

EX-4.2

                                                                     EXHIBIT 4.2


                          SECOND SUPPLEMENTAL INDENTURE


         THIS SECOND SUPPLEMENTAL INDENTURE, dated as of December 10, 2002 (this
"Supplemental Indenture"), is between GOODRICH CORPORATION, a New York
corporation (the "Issuer"), and THE BANK OF NEW YORK, a New York banking
corporation authorized to accept and execute trusts, as trustee (the "Trustee").


                                   WITNESSETH

         WHEREAS, pursuant to the Indenture, dated as of May 1, 1991, between
the Issuer and the Trustee, as successor to Harris Trust and Savings Bank, as
trustee (the "Indenture"), the Issuer may from time to time issue and sell debt
securities in one or more series;

         WHEREAS, the Issuer desires to create and authorize the series of
7.625% Notes due 2012 limited initially to $500,000,000 in aggregate principal
amount (the "Notes"), and to provide the terms and conditions upon which the
Notes are to be executed, registered, authenticated, issued and delivered, the
Issuer has duly authorized the execution and delivery of this Supplemental
Indenture;

         WHEREAS, the Notes are a series of Securities (as that term is defined
in the Indenture) and are being issued under the Indenture, as supplemented by
this Supplemental Indenture, and are subject to the terms contained therein and
herein;

         WHEREAS, the Notes are to be substantially in the form attached hereto
as EXHIBIT A;

         WHEREAS, the Issuer and the Trustee may enter into this Supplemental
Indenture without the consent of the holders of the Securities Outstanding (as
that term is defined in the Indenture) as of the date hereof pursuant to
Sections 7.1(f) and 7.1(g) of the Indenture;

         WHEREAS, all acts and things necessary to make the Notes, when executed
by the Issuer and authenticated and delivered by or on behalf of the Trustee as
provided in this Supplemental Indenture, the valid, binding and legal
obligations of the Issuer, and to make this Supplemental Indenture a legal,
binding and enforceable agreement, have been done and performed;

         NOW, THEREFORE, in order to declare the terms and conditions upon which
the Notes are executed, registered, authenticated, issued and delivered, and in
consideration of the foregoing premises and the purchase of such Notes by the
holders thereof, the Issuer and the Trustee mutually covenant and agree, for the
equal and proportionate benefit of the holders from time to time of the Notes,
as follows:

         Section 1. Definitions. Terms used in this Supplemental Indenture and
not defined herein shall have the respective meanings given such terms in the
Indenture. As used in this Supplemental Indenture, unless a different meaning
clearly appears from the context, the following terms shall have the meanings
indicated below:





         "Book-Entry Notes" means those Notes for which a Securities Depository
or its nominee is the holder.

         "Letter of Representations" means (i) the Blanket Letter of
Representations dated December 6, 2002, executed by the Issuer and delivered to
the Securities Depository and any amendments thereto, (ii) any successor blanket
agreements between the Issuer and any successor Securities Depository, relating
to a book-entry system to be maintained by the Securities Depository with
respect to any bonds, notes or other obligations issued by the Issuer, including
the Book-Entry Notes, or (iii) any successor agreements between the Issuer and
the Trustee and any successor Securities Depository, relating to a book-entry
system to be maintained by the Securities Depository with respect to the Notes.

         "Securities Depository" means a Person that is registered as a clearing
agency under Section 17A of the Securities Exchange Act of 1934 or whose
business is confined to the performance of the functions of a clearing agency
with respect to exempted securities, as defined in Section 3(a)(12) of such Act
for the purposes of Section 17A thereof.

         Section 2. Creation and Authorization of Series. There is hereby
created and authorized the series of Notes entitled the "7.625% Notes Due 2012,"
which shall be a series limited initially to $500,000,000 in aggregate principal
amount. Notwithstanding the foregoing initial aggregate principal amount, the
Issuer may, without the consent of the holders of the Notes, reopen this series
of Notes and issue an unlimited amount of additional notes having the same
ranking, interest rate, maturity and other terms as the Notes; provided, that,
the Issuer may reopen this series of Notes only if the additional notes issued
will be fungible with the Notes for United States federal income tax purposes.
Any such additional notes, together with the Notes, will be consolidated with
and constitute a single series of Securities under the Indenture.

         Section 3. Certain Provisions Applicable to the Series.

         (a)      Except as otherwise set forth herein and in the Notes, the
terms of the Notes shall be as set forth in the Indenture, including those made
part of the Indenture by reference to the Trust Indenture Act of 1939. Holders
are referred to the Indenture and the Trust Indenture Act of 1939 for a
statement of such terms.

         (b)      The Notes shall include all of the terms in the form of the
Notes attached hereto as EXHIBIT A.

         (c)      The provisions of Section 10.5 of the Indenture entitled
"Mandatory and Optional Sinking Funds" shall not be applicable to the Notes.

         Section 4. Securities Depository Provisions. The Notes shall be issued
initially as Book-Entry Notes. All Book-Entry Notes shall be registered in the
name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). The
Issuer has executed and delivered a Letter of Representations to DTC. All
payments of principal of, redemption premium, if any, and interest on the
Book-Entry Notes and all notices with respect thereto, including notices of
full or partial redemption, shall be made and given at the times and in the
manner set out in the Letter of Representations. The terms and provisions of
the Letter of Representations shall govern in the event of any inconsistency
between the provisions of the Indenture and the Letter


                                       2


of Representations. The Letter of Representations may be amended without consent
of the holders of the Notes.

         The book-entry registration system for all of the Book-Entry Notes may
be terminated and certificates delivered to and registered in the name of the
beneficial owners of the Book-Entry Notes, under either of the following
circumstances:

         (a)      DTC notifies the Issuer and the Trustee that it is no longer
                  willing or able to act as Securities Depository for the
                  Book-Entry Notes and a successor Securities Depository for the
                  Book-Entry Notes is not appointed by the Issuer within 90
                  days; or

         (b)      The Issuer determines that the Book-Entry Notes are
                  exchangeable.

         If a successor Securities Depository is appointed by the Issuer, the
Book-Entry Notes will be registered in the name of such successor Securities
Depository or its nominee. If certificates are required to be issued to
beneficial owners of the Book-Entry Notes, the Trustee and the Issuer shall be
fully protected in relying upon a certificate of DTC or any DTC participant as
to the identity of and the principal amount of Book-Entry Notes held by such
beneficial owners.

         The beneficial owners of the Book-Entry Notes will not receive physical
delivery of certificates except as provided in this Supplemental Indenture. For
so long as there is a Securities Depository for the Notes, all of such Notes
shall be registered in the name of the nominee of the Securities Depository, all
transfers of beneficial ownership interests in such Notes will be made in
accordance with the rules of the Securities Depository, and no investor or other
party purchasing, selling or otherwise transferring beneficial ownership of such
Notes is to receive, hold or deliver any certificate. The Issuer and the Trustee
shall have no responsibility or liability for transfers of beneficial ownership
interests in such Notes.

         The Issuer and the Trustee will recognize the Securities Depository or
its nominee as the holder of the Book-Entry Notes for all purposes, including
receipt of payments, notices and voting; provided the Trustee may recognize
votes by or on behalf of beneficial owners as if such votes were made by holders
of a related portion of the Notes when such votes are received in compliance
with an omnibus proxy of the Securities Depository or otherwise pursuant to the
rules of the Securities Depository or the provisions of the Letter of
Representations or other comparable evidence delivered to the Trustee by the
holders of the Notes.

         With respect to a Book-Entry Note, the Issuer and the Trustee shall be
entitled to treat the Person in whose name such Note is registered as the
absolute owner of such Note for all purposes of the Indenture, and neither the
Issuer nor the Trustee shall have any responsibility or obligation to any
beneficial owner of such Note. Without limiting the immediately preceding
sentence, neither the Issuer nor the Trustee shall have any responsibility or
obligation with respect to (a) the accuracy of the records of any Securities
Depository or any other Person with respect to any ownership interest in
Book-Entry Notes, (b) the delivery to any Person, other than a holder of the
Notes, of any notice with respect to Book-Entry Notes, including any notice of
redemption or refunding, (c) the selection of the particular Notes or portions
thereof to be redeemed or refunded in the event of a partial redemption or
refunding of part of the Notes


                                       3


Outstanding or (d) the payment to any Person, other than a holder of the Notes,
of any amount with respect to the principal of, redemption premium, if any, or
interest on the Book-Entry Notes.

         Notwithstanding the provisions of Section 10.2 of the Indenture, in the
event of a partial redemption of the Notes in accordance with the Indenture and
this Supplemental Indenture, the Securities Depository for Book-Entry Notes
shall select Notes for redemption according to its stated procedures. In
selecting Book-Entry Notes for redemption, each Note shall be considered as
representing that number of Notes which is obtained by dividing the principal
amount of such Note by the minimum authorized denomination.

         Section 5. Effect of Supplemental Indenture. The provisions of this
Supplemental Indenture are intended to supplement those of the Indenture as in
effect immediately prior to the execution and delivery hereof. The Indenture
shall remain in full force and effect except to the extent that the provisions
of the Indenture are expressly modified by the terms of this Supplemental
Indenture.

         Section 6. Governing Law. This Supplemental Indenture shall be deemed
to be a contract under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of such State, except as may
otherwise be required by mandatory provisions of law.

         Section 7. Trustee Not Responsible for Recitals or Issuance of Notes.
The recitals contained herein shall be taken as statements of the Issuer, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Supplemental
Indenture or of the Notes other than with respect to the Trustee's
authentication and execution. The Trustee shall not be accountable for the use
or application by the Issuer of the Notes or the proceeds thereof.

         Section 8. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with a provision of the Trust Indenture Act of
1939 that is required under such Act to be a part of and govern this
Supplemental Indenture, the latter provisions shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act of
1939 that may be so modified or excluded, the latter provision shall be deemed
to apply to this Supplemental Indenture as so modified or to be excluded, as the
case may be.

         Section 9. Counterparts. This Supplemental Indenture may be executed in
any number of counterparts, each of which shall be deemed to be an original for
all purposes; and all such counterparts shall together constitute but one and
the same instrument.



           [The remainder of this page is left blank intentionally.]


                                       4



         IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.


                                          GOODRICH CORPORATION


                                          By:
                                             ----------------------------------
                                             Name:    Scott E. Kuechle
                                             Title: Vice President and Treasurer


[CORPORATE SEAL]


Attest:

By:
   --------------------------
   Name:  Kenneth L. Wagner
   Title: Assistant Secretary


                                          THE BANK OF NEW YORK


                                          By:
                                             ----------------------------------
                                             Name:
                                             Title:


[CORPORATE SEAL]

Attest:

By:
   --------------------------
   Name:
   Title:


                                       5




                                    EXHIBIT A


                              GLOBAL GOODRICH NOTE

REGISTERED
No. R-1                                         Principal Amount:  $500,000,000

                                                            CUSIP:  382388 AP 1



         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

                              GOODRICH CORPORATION
                              7.625% NOTES DUE 2012

         GOODRICH CORPORATION, a corporation duly organized and existing under
the laws of the State of New York (herein called the "Company"), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $500,000,000, on December 15, 2012, and to pay interest thereon
semi-annually on June 15 and December 15 (the "Interest Payment Dates") in each
year, commencing June 15, 2003, at the rate of 7.625 percent per annum until the
principal hereof is paid or made available for payment. Notwithstanding the
foregoing, this note (this "Security") shall bear interest from the most recent
Interest Payment Date to which interest in respect hereof has been paid or duly
provided for, unless (i) the date hereof is such an Interest Payment Date, in
which case from the date hereof, or (ii) no interest has been paid on this
Security, in which case from December 10, 2002; provided, however, that if the
Company shall default in the payment of interest due on the date hereof, then
this Security shall bear interest from the next preceding Interest Payment Date
to which Interest has been paid or, if no interest has been paid on this
Security, from December 10, 2002. Notwithstanding the foregoing, if the date
hereof is after the June 1 or December 1 (whether or not a Business Day) (the
"Record Date"), as the case may be, next preceding an Interest Payment Date and
before such Interest Payment Date, this Security shall bear interest from such
Interest Payment Date; provided, however, that if the Company shall default in
the payment of interest due on such Interest Payment Date, then this Security
shall bear interest from the next preceding Interest Payment Date to which
interest has been paid or, if no interest has been paid on this Security, from
December 10, 2002. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, subject to certain exceptions provided
in the Indenture referred to on the reverse hereof, be paid to the Person in
whose name this Security is registered at the close of business on the Record
Date next preceding such Interest Payment Date.


                                      A-1


         Payment of the principal of and any such interest on this Security will
be made at the office or agency of the Company maintained for that purpose in
New York City in such coin or currency of the United States of America as at the
time is legal tender for the payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security register.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

           [The remainder of this page is left blank intentionally.]


                                      A-2


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

DATED:  December 10, 2002                 GOODRICH CORPORATION


                                          By:
                                                  ------------------------------
                                          Title:  Vice President and Treasurer



Attest:

By:
       ----------------------------
Title: Vice President and Secretary





TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in
the within-mentioned Indenture.

THE BANK OF NEW YORK, as Trustee


By:
       ----------------------------
       Authorized Officer


                                      A-3



                               REVERSE OF SECURITY

                              GOODRICH CORPORATION
                              7.625% NOTES DUE 2012

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") issued and to be issued in one or more
series under an Indenture, dated as of May 1, 1991, between the Company and The
Bank of New York, as successor to Harris Trust and Savings Bank, as Trustee
(herein called the "Trustee") and the Second Supplemental Indenture, dated as of
December 10, 2002, between the Company and the Trustee (collectively, the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, obligations, duties and immunities thereunder of the Company, the
Trustee and the holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of a series designated on the face hereof limited initially to $500,000,000 in
aggregate principal amount. The separate series of Securities may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking or purchase funds (if
any), may be subject to different repayment provisions (if any), may be subject
to different covenants and Events of Default and may otherwise vary as provided
in the Indenture. The Indenture further provides that the Securities of a single
series may be issued at various times, with different maturity dates, may bear
interest, if any, at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking or purchase funds (if
any) and may be subject to different repayment provisions (if any).

         Any payment required to be made with respect to this Security on a day
that is not a Business Day need not be made on such day, but may be made on the
next succeeding Business Day with the same force and effect as if made on such
day, and no interest shall accrue for the period from and after such date to the
date of payment.

         This Security is redeemable, in whole or in part, at any time from time
to time, at the option of the Company, at a redemption price equal to the
greater of (1) 100% of the principal amount of the Security and (2) the sum of
the present values of the remaining scheduled payments of principal and interest
thereon (not including any portion of any payment of interest accrued to the
redemption date) discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 45 basis points, plus, in each case, accrued and unpaid interest
thereon to the redemption date.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Securities of this series to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Securities.

         "Comparable Treasury Price" means, with respect to any redemption date
for the Securities of this series, (i) the average of the Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the


                                      A-4


Trustee obtains fewer than four Reference Treasury Dealer Quotations, the
average of all Reference Treasury Deal Quotations.

         "Reference Treasury Dealer" means each of J.P. Morgan Securities Inc.,
Banc One Capital Markets, Inc., Salomon Smith Barney Inc. (or their respective
affiliates which are Primary Treasury Dealers) and their respective successors
and one additional Primary Treasury Dealer selected by the Company; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.

         "Treasury Rate" means, with respect to any redemption date for the
Securities of this series, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date. The
Treasury Rate shall be calculated on the third Business Day preceding the
redemption date.

         In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof having
the same interest rate and maturity as this Security will be issued in the name
of the holder hereof upon the cancellation hereof.

         Except as set forth above, the Securities of this series will not be
redeemable by the Company prior to maturity and will not be entitled to the
benefit of any sinking fund.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, then the Trustee or the holders of not less than 25% in
aggregate principal amount (calculated as provided in the Indenture) of the
Securities of this series then Outstanding may declare the principal of the
Securities of this series and accrued interest thereon, if any, to be due and
payable in the manner and with the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment or supplementing thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the holders of not less than a majority in
aggregate principal amount (calculated as provided in the Indenture) of the
Securities at the time Outstanding of all series to be affected (all such series
voting as a single class). The Indenture also contains provisions permitting the
holders of not less than a majority in aggregate principal amount (calculated as
provided in the Indenture) of the Securities of each series at the time
Outstanding, on behalf of the holders of all Securities of such series, to waive
certain past defaults or Events of Default under the Indenture and the
consequences of any such defaults or Events of Default. Any such consent or
waiver by the holder of this Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future


                                      A-5


holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest, if any, on
this Security at the times, place, and rate, if any, and in the coin or
currency, herein prescribed.

         The Securities of this series are being issued by means of a
book-entry system with no physical distribution of note certificates to be made
except as provided in the Indenture. As provided in the Indenture and subject
to certain limitations set forth therein, the transfer of this Security is
registrable in the Security register, upon due presentment of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of and interest, if any, on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security registrar duly executed by, the
holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, having the same interest rate and maturity
and bearing interest from the same date as this Security, of any authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations set forth therein,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination having the
same interest rate and maturity and bearing interest from the same date as such
Securities, as requested by the holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue and notwithstanding any
notation of ownership or other writing thereon, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary. All
payments made to or upon the order of such registered holder, shall, to the
extent of the sum or sums paid, effectually satisfy and discharge liability for
monies payable on this Security.

         No recourse for the payment of the principal of or interest, if any, on
this Security, or for any claim based hereon or otherwise in respect hereof, and
no recourse under or upon any obligation, covenant or agreement of the Company
in the Indenture or any indenture supplement thereto or in any Security, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, official or director, as such, past,
present, or future, of the Company or of any successor entity, either directly
or through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the


                                      A-6


enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

         All terms used in this Security and not otherwise defined herein which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

         This Security shall be governed by and construed in accordance with the
laws of the State of New York.


                                      A-7



                        --------------------------------

         FOR VALUE RECEIVED, ___________________________________________ the
undersigned hereby sell(s), assign(s) and transfers unto

                                               [PLEASE INSERT SOCIAL SECURITY OR
                                          TAX IDENTIFICATION NUMBER OF ASSIGNEE]

                                               !
                                               !
                                               !

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OR ASSIGNEE]

the within Security and all rights thereunder, and hereby irrevocably
constitutes and appoints ______________________ attorney to transfer the within
Security on the books kept for registration thereof, with full power of
substitution in the premises.

Dated:
        ----------------------------

NOTICE:
                  --------------------------------------------------------------
                  The signature to this assignment must correspond with the name
                  as it appears upon the face of the within Security in every
                  particular, without alteration or enlargement or any change
                  whatever.


                                      A-8

EX-5

                                                                       EXHIBIT 5


                        Robinson, Bradshaw & Hinson, P.A.
                       101 North Tryon Street, Suite 1900
                         Charlotte, North Carolina 28246


                                December 4, 2002



Goodrich Corporation
Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina  28217

Ladies and Gentlemen:

         We have acted as counsel to Goodrich Corporation, a New York
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (file no. 333-98165) (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to the issuance and
sale from time to time by the Company of up to $2,400,000,000 of its debt
securities, series preferred stock, common stock, stock purchase contracts and
stock purchase units.

         The Company has entered into an Underwriting Agreement, dated as of
December 4, 2002, between the Company and J. P. Morgan Securities Inc., Banc One
Capital Markets, Inc., and Salomon Smith Barney Inc., as representatives (the
"Representatives") of the underwriters, and a related Pricing Agreement, dated
as of December 4, 2002 (the "Pricing Agreement"), between the Company and the
Representatives, as representatives of the several underwriters named therein
(the "Pricing Agreement"), relating to the issuance and sale by the Company of
$300,000,000 principal amount of 6.45% Notes due 2007 (the "2007 Notes") and
$500,000,000 principal amount of 7.625% Notes due 2012 (the "2012 Notes" and,
together with the 2007 Notes, the "Notes"). The Company will issue the Notes
under an Indenture, dated as of May 1, 1991, between the Company and The Bank of
New York, as successor to Harris Trust and Savings Bank, as Trustee (the
"Indenture"), and related First Supplemental Indenture with respect to the 2007
Notes (the "First Supplemental Indenture") and Second Supplemental Indenture
with respect to the 2012 Notes (the "Second Supplemental Indenture"). Today, the
Company is filing a Current Report on Form 8-K with respect to the offer and
sale of the Notes (the "Form 8-K").

         These opinions are being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K promulgated under the Act.





Goodrich Corporation
December 4, 2002
Page 2



         In connection with these opinions, we have examined original,
certified, conformed, facsimile or photographic copies, certified or otherwise
identified to our satisfaction, of such records, documents, certificates and
instruments as we have deemed necessary and appropriate to enable us to render
the opinions expressed below.

         In such review, we have assumed the genuineness of all signatures, the
capacity of all natural persons, the authenticity of all documents and
certificates submitted to us as originals or duplicate originals, the conformity
to original documents and certificates of the documents and certificates
submitted to us as certified, photostatic, conformed or facsimile copies, the
authenticity of the originals of such latter documents and certificates, the
accuracy and completeness of all statements contained in all such documents and
certificates, and the integrity and completeness of the minute books and records
of the Company to the date hereof. As to all questions of fact material to the
opinions expressed herein that have not been independently established, we have
relied, without investigation or analysis of any underlying data, upon
certificates and statements of public officials and representatives of the
Company.

         Based upon the foregoing, and subject to all of the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:

         1.       The 2007 Notes, when duly executed, authenticated, issued,
delivered and paid for in accordance with the provisions of the Indenture, the
First Supplemental Indenture, the Underwriting Agreement and the Pricing
Agreement, will constitute legal, valid and binding obligations of the Company,
and will be entitled to the benefits of the Indenture.

         2.       The 2012 Notes, when duly executed, authenticated, issued,
delivered and paid for in accordance with the provisions of the Indenture, the
Second Supplemental Indenture, the Underwriting Agreement and the Pricing
Agreement, will constitute legal, valid and binding obligations of the Company,
and will be entitled to the benefits of the Indenture.

         In rendering the opinions set forth above, we express no opinion as to
the laws of any jurisdiction other than the laws of the State of North Carolina,
the laws of the State of New York, and the federal laws of the United States of
America.

         We are members of the Bar of North Carolina and do not purport to be
experts in the laws of any jurisdiction other than the laws of the State of
North Carolina and the federal laws of the United States of America. To the
extent the foregoing opinions involve matters arising under the laws of the
State of New York, they are given by lawyers in our firm who are licensed to
practice in New York.

         We consent to the filing of this opinion as an exhibit to the Company's
Form 8-K incorporated by reference in the Registration Statement and to the
reference to our firm under the caption "Legal Opinions" and "Legal Matters" in
the Registration Statement, the Prospectus forming a part thereof, and the
Prospectus Supplement dated December 4, 2002 with respect to





Goodrich Corporation
December 4, 2002
Page 3




the Notes filed by the Company with the Commission on December 6, 2002 pursuant
to Rule 424(b)(5) under the Act. In giving such consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or that this consent is required by Section 7 of the Act.

                                     Very truly yours.

                                     /s/ Robinson, Bradshaw & Hinson, P.A.

EX-12

                                                                      Exhibit 12

                              GOODRICH CORPORATION
                    COMPUTATION OF EARNINGS TO FIXED CHARGES
                        (In millions, except for ratios)




                                                                                                                  NINE MONTHS
                                                                       YEAR ENDED DECEMBER 31,                ENDED SEPTEMBER 30,
                                                      -----------------------------------------------------   -------------------
                                                        1997       1998        1999       2000       2001       2001       2002
                                                      --------    -------    --------   --------   --------   --------   --------
                                                                                                    
COMPUTATION OF EARNINGS:
Income from continuing operations
   before income taxes, trust preferred
   distributions and cumulative effect
   of change in accounting method                     $  141.1    $ 344.7    $  185.0   $  367.0   $  281.7   $  354.8   $  242.0
Add (Deduct):
   Fixed charges to add back                             145.5      161.9       159.3      184.8      144.3      113.2       90.5
   Amortization of interest previously capitalized         1.5        2.1         2.3        2.7        1.2        1.1        0.9
                                                      --------    -------    --------   --------   --------   --------   --------
EARNINGS                                              $  288.1    $ 508.7    $  346.6   $  554.5   $  427.2   $  469.1   $  333.4
                                                      ========    =======    ========   ========   ========   ========   ========
COMPUTATION OF FIXED CHARGES:
Interest expense, net of capitalized interest         $  132.5    $ 148.4    $  143.9   $  170.2   $  130.0   $  102.5   $   80.2
Distribution on trust preferred securities                10.5       16.1        18.4       18.4       18.4       13.8       11.4
Portion of rent expense representing interest             13.0       13.5        15.4       14.6       14.3       10.7       10.3
Capitalized interest                                       6.8        5.1         3.5        1.0        1.4        0.9        0.4
                                                      --------    -------    --------   --------   --------   --------   --------
FIXED CHARGES                                         $  162.8    $ 183.1    $  181.2   $  204.2   $  164.1   $  127.9   $  102.3
                                                      ========    =======    ========   ========   ========   ========   ========
RATIO OF EARNINGS TO FIXED CHARGES                        1.77       2.78        1.91       2.72       2.60       3.67       3.26