Related Party Transactions and Outside Related Director Information

Goodrich Corporation (GR)

3/6/2003, 3/12/2004, 3/7/2005 and 3/10/20066 Proxy Information

William R. Holland, one of our directors, agreed to serve as the non-executive chairman of EnPro Industries, Inc. following the spin-off of that company to our shareholders on May 31, 2002. We and EnPro entered into a consulting agreement with Mr. Holland for the additional time required of him in connection with the spin-off. Under the agreement, Mr. Holland was paid a monthly consulting fee of $36,000 for the period of March 1 through June 30, 2002 (when activity relating to the spin-off was at its peak) and $15,000 per month beginning in July 2002. We were responsible for payment of and paid all consulting fees relating to services provided prior to the spin-off date, which amounted to $108,000. EnPro is responsible for payment of all consulting fees relating to services provided on or after the spin-off date. The Agreement terminates April 30, 2003. During the term of the agreement, Mr. Holland will also be compensated for his services as a Goodrich director.