Bylaws - Goodrich Corp.


                                     BY-LAWS
                                       OF
                              GOODRICH CORPORATION

                               AS AMENDED THROUGH
                                  JUNE 1, 2001

                                    ARTICLE I
                                  SHAREHOLDERS


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

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

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

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

QUORUM                  SECTION 5. At all meetings of shareholders, annual or
                        special, other than meetings a quorum at which is fixed
                        by law, in order to constitute a quorum there shall be
                        present either in person or by proxy holders of record
                        of a majority of the shares of the class or classes of
                        the capital stock of the Company entitled to vote at
                        such meeting, except that as to any action to be taken
                        by shareholders voting separately as a class or classes
                        a majority of the shares entitled to vote separately as
                        one class shall constitute a quorum of that



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                        class and may act separately whether or not a quorum of
                        another class or classes be present.

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

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

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

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

INTRODUCTION OF         SECTION 10. (A) Annual Meetings of Shareholders. (1)
BUSINESS AT A           Nominations of persons for election to the Board of
MEETING OF              Directors of the Company and the proposal of business to
SHAREHOLDERS            be considered by the shareholders may be made at an
                        annual meeting of shareholders (a) pursuant to the
                        Company's notice of meeting, (b) by or at the direction
                        of the Board of Directors or (c) by any shareholder of
                        the Company who was a shareholder of record at the time
                        of giving of notice provided for in this By-Law, who is
                        entitled to vote at the meeting and who complied with
                        the notice procedures set forth in this By-Law.

                        (2) For nominations or other business to be properly
                        brought before an annual meeting by a shareholder
                        pursuant to clause (C) of paragraph (A) (1) of this
                        By-Law, the shareholder must have given timely notice
                        thereof in writing to the Secretary of the Company. To
                        be timely, a shareholder's notice shall be delivered to
                        the Secretary at the principal executive offices of the
                        Company not less than 90 days nor more than 120 days
                        prior to the first



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                        anniversary of the preceding year's annual meeting;
                        provided, however, that in the event that the date of
                        the annual meeting is advanced by more than 30 days or
                        delayed by more than 60 days from such anniversary date,
                        notice by the shareholder to be timely must be so
                        delivered not earlier than the 120th day prior to such
                        annual meeting and not later than the close of business
                        on the later of the 90th day prior to such annual
                        meeting or the 10th day following the day on which
                        public announcement of the date of such meeting is first
                        made. Such shareholder's notice shall set forth (a) as
                        to each person whom the shareholder proposes to nominate
                        for election or reelection as a director, the name, age,
                        principal occupations and employment during the past
                        five years, name and principal business of any
                        corporation or other organization in which such
                        occupations and employment were carried on, a brief
                        description of any arrangement or understanding between
                        such person and any other person(s) (naming such
                        person(s)) pursuant to which he was or is to be selected
                        as a nominee, and the written consent of such person(s)
                        to serve as a director if elected; (b) as to any other
                        business that the shareholder proposes to bring before
                        the meeting, a brief description of the business desired
                        to be brought before the meeting, the reasons for
                        conducting such business at the meeting and any material
                        interest in such business of such shareholder and the
                        beneficial owner, if any, on whose behalf the proposal
                        is made; (c) as to the shareholder giving the notice and
                        the beneficial owner, if any, on whose behalf the
                        nomination or proposal is made (i) the name and address
                        of such shareholder, as they appear on the Company's
                        books, of such beneficial owner and any other
                        shareholders believed by such shareholder to be
                        supporting such nominee(s) or other business and (ii)
                        the class and number of shares of the Company which are
                        owned beneficially and of record by such shareholder,
                        such beneficial owner and any other shareholders
                        believed by such shareholder to be supporting such
                        nominee(s) or other business.

                        (3) Notwithstanding anything in the second sentence of
                        paragraph (A)(2) of this By-Law to the contrary, in the
                        event that the number of directors to be elected to the
                        Board of Directors of the Company is increased and there
                        is no public announcement naming all of the nominees for
                        Director or specifying the size of the increased Board
                        of Directors made by the Company at least 70 days prior
                        to the first anniversary of the preceding year's annual
                        meeting, a shareholder's notice required by this By-Law
                        shall also be considered timely, but only with respect
                        to nominees for any new positions created by such
                        increase, if it shall be delivered to the Secretary at
                        the principal executive offices of the Company not later
                        than the close of business on the 10th day following the
                        day on which such public announcement is first made by
                        the Company.

                        (B) Special Meetings of Shareholders. Only such business
                        shall be conducted at a special meeting of shareholders
                        as shall have been brought before the meeting pursuant
                        to the Company's notice of meeting. Nominations of

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                        persons for election to the Board of Directors may be
                        made at a special meeting of shareholders at which
                        directors are to be elected pursuant to the Company's
                        notice of meeting (a) by or at the direction of the
                        Board of Directors or (b) provided that the Board of
                        Directors has determined that directors shall be elected
                        at such special meeting, by any shareholder of the
                        Company who is a shareholder of record at the time of
                        giving of notice provided for in thus By-Law, who shall
                        be entitled to vote at the meeting and who complies with
                        the notice procedures set forth in this By-Law. In the
                        event the Company calls a special meeting of
                        shareholders for the purpose of electing one or more
                        directors, any such shareholder may nominate a person or
                        persons (as the case may be), for election to such
                        position(s) as specified in the Company's notice of
                        meeting, if the shareholder's notice required by
                        paragraph (A)(2) of this By-Law shall be delivered to
                        the Secretary at the principal executive offices of the
                        Company not earlier than the 120th day prior to such
                        special meeting and not later than the close of business
                        on the later of the 90th day prior to such special
                        meeting or the 10th day following the day on which
                        public announcement is first made of the special meeting
                        and of the nominees proposed by the Board of Directors
                        to be elected at such meeting.

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

                        (2) For purposes of this By-Law, "public announcement"
                        shall mean disclosure in a press release reported by the
                        Dow Jones News Service, Associated Press or comparable
                        national news service or in a document publicly filed by
                        the Company with the Securities and Exchange Commission
                        pursuant to Sections 13, 14 or 15(d) of the Securities
                        Exchange Act of 1934, as amended (the "Exchange Act").

                        (3) Notwithstanding the foregoing provisions of this
                        By-Law, a shareholder shall also comply with all
                        applicable requirements of the Exchange Act and the
                        rules and regulations thereunder with respect to the
                        matters set forth in this By-Law. Nothing in this By-Law
                        shall be deemed to affect any rights of shareholders to
                        request inclusion of proposals in the Company's proxy
                        statement pursuant to Rule 14a-8 under the Exchange Act.

                                      - 4 -


                                   ARTICLE II
                                      STOCK

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

TRANSFER OF SHARES      SECTION 2. Transfer of shares may be made on the books
                        of the Company by the holder thereof in person, or by
                        the person's attorney-in-fact pursuant to power of
                        attorney duly executed and filed with the Company, upon
                        the surrender of the certificate or certificates for
                        such shares.

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

                                   ARTICLE III
                                    DIRECTORS

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

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

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

NOMINATION              SECTION 4. The Board of Directors, in recommending
OF DIRECTORS            nominees for election by the shareholders to the Board
                        of Directors and in electing members to fill vacancies
                        occurring in the Board of Directors, will not nominate
                        an individual for election at an annual meeting who,
                        prior to such annual meeting, will attain age 70, and to
                        fill a vacancy will not elect an individual who has
                        attained age 70; provided, however, that the provisions
                        of this SECTION 4 may be waived with respect to any
                        nominee by a majority of the Directors, excluding such
                        nominee, if such nominee is then a Director.

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

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

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

QUORUM;                 SECTION 8. At any meetings of the Board of Directors,
TELEPHONIC              regular or special, one-half of the entire Board shall
MEETINGS                constitute a quorum. Any one or more members of the
                        Board of Directors or any Committee of the Board of
                        Directors may participate in a meeting of the Board of
                        Directors or such Committee by means of a conference
                        telephone or similar communications equipment allowing
                        all persons participating in the meeting

                                      - 6 -


                        to hear each other at the same time. Participation by
                        such means shall constitute presence in person at a
                        meeting.

APPOINTMENT OF          SECTION 9. The Board of Directors may appoint such
COMMITTEES              Committees, in addition to the Executive Committee, as
                        it may consider proper, and such Committees shall
                        exercise such powers and duties as the Board from time
                        to time may prescribe. The Board of Directors may
                        designate alternate members of any Committee.

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

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

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

                                   ARTICLE IV
                               EXECUTIVE COMMITTEE

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

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

MEETINGS                SECTION 3. Regular meetings of the Executive Committee
                        may be held without call or notice at such times and
                        places as the Executive Committee from time to time may
                        fix. Special meetings of the Executive Committee may be
                        called by the Chairman of the Board, by a Vice Chairman
                        of the Board, or by the President. The Secretary shall
                        call special meetings when

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                        requested to do so by any two members thereof. Notice
                        shall be given in the same manner as notice of special
                        meetings of the Board of Directors.

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

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

                                    ARTICLE V
                                    OFFICERS

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

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

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

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



                                      - 8 -


                        shareholders, of the Board of Directors and, unless
                        there is a different Chairman of the Executive
                        Committee, of the Executive Committee.

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

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

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

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

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

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

SECRETARY - DUTIES      SECTION 8. The Secretary shall be ex-officio Secretary
                        of the Board of Directors, the Executive Committee, and,
                        unless otherwise determined by the Committees, of all
                        other standing Committees. He or she shall keep the
                        minutes of all meetings of the shareholders, the Board
                        of Directors, the



                                      - 9 -


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

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

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

                                   ARTICLE VI
              INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

DIRECTORS AND           SECTION l (a). The Company shall indemnify its Directors
OFFICERS                and Officers and every other person whom the Company may
                        indemnify under the indemnification provisions for
                        Directors and Officers of the Business



                                     - 10 -


                        Corporation Law of New York as now in effect or as
                        hereafter amended to the full extent permissible under
                        and consistent with such provisions.

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

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

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

NON-EXCLUSIVITY         (ii) The Company may indemnify any person to whom the
OF RIGHTS               Company is permitted to provide indemnification or the
                        advancement of expenses by applicable law, whether
                        pursuant to rights granted pursuant to, or provided by,
                        the New York Business Corporation Law or other rights
                        created by (A) a resolution of shareholders, (B) a
                        resolution of directors or (C) an agreement providing
                        for such indemnification, it being expressly intended
                        that these By-Laws authorize the creation of other
                        rights in any such manner. The right to be indemnified
                        and to the reimbursement or



                                     - 11 -


                        advancement of expenses incurred in defending a
                        proceeding in advance of its final disposition conferred
                        in this Section shall not be exclusive of any other
                        right which any person may have or hereafter acquire
                        under any statute, provision of the Certificate of
                        Incorporation, By-Laws, agreement, vote of shareholders
                        or directors or otherwise.

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

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

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

RIGHT OF CLAIMANT       (vi) If a request to be indemnified is made under
TO BRING SUIT           Section l(b) of VI, the Board shall make a determination
                        pursuant to Section 723(b) of the New York Business
                        Corporation Law within 30 days after such request as to
                        whether the person so requesting indemnification is
                        entitled to indemnification under this Article VI and
                        the New York Business Corporation Law. If a request to
                        be indemnified or for the reimbursement or advancement
                        of expenses under Section 1(b) of Article VI is not paid
                        in full



                                     - 12 -


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

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

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

EMPLOYEES               SECTION 2. Any person made a party to or involved in any
                        action, suit, or proceeding (including a claim), whether
                        civil, administrative, or criminal, by reason of the
                        fact that such person, such person's testator or
                        intestate, is or was an employee of the Company or of
                        any corporation which such person, such person's
                        testator or intestate served as such at the request of
                        the



                                     - 13 -


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

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

                                   ARTICLE VII
                                 CORPORATE SEAL

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


                                  ARTICLE VIII
                                WAIVER OF NOTICE

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

                                   ARTICLE IX
                                   AMENDMENTS

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


                                     - 14 -


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




                                     - 15 -


                                   CERTIFICATE




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





                                             -----------------------------------
                                                         Secretary



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