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Table of Contents

TABLE OF CONTENTS
 
         
Notice to Shareholders
       
General Information
    1  
Vote Required for Approval
    2  
Proposals to Shareholders
    3  
1. Election of Directors
    3  
2. Ratification of Appointment of Independent Registered Public Accounting Firm
    7  
3. Approval of Amendment and Restatement of the Goodrich Corporation 2001 Equity Compensation Plan
    9  
4. Approval of the Goodrich Corporation 2008 Global Employee Stock Purchase Plan
    16  
5. Other Matters
    20  
Governance of the Company
    21  
Audit Review Committee Report
    28  
Compensation Committee Report
    30  
Compensation Discussion & Analysis
    31  
Holdings of Company Equity Securities by Directors and Executive Officers
    57  
Beneficial Ownership of Securities
    58  
Section 16(a) Beneficial Ownership Reporting Compliance
    58  
Shareholder Proposals for 2009 Annual Meeting
    58  
Appendix A
    A-1  
Appendix B
    B-1  
Appendix C
    C-1  


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Table of Contents


Table of Contents

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