EX-10.66








    Exhibit 10.66



 




    Compensation
    Arrangements For Non-Management Directors



 




    Annual
    Retainer and Meeting Fees



 



    During 2008, each of our non-management Directors of Goodrich
    Corporation (the “Company”) received an annual
    retainer of $60,000, payable in quarterly installments. In
    addition, each non-management Director receives $1,500 for each
    Board and Board Committee meeting attended. The chairs of the
    Governance Committee, the Compensation Committee and the
    Financial Policy Committee each receive an annual $5,000
    retainer for serving as the Committee Chair and the Chair of the
    Audit Review Committee receives an annual $10,000 retainer.



 




    Outside
    Directors’ Deferral Plan



 



    Non-management Directors may elect to defer annual retainer and
    meeting fees under the Outside Directors’ Deferral Plan.
    The Outside Directors’ Deferral Plan permits non-management
    Directors to elect to defer a portion or all of the annual
    retainer and meeting fees into either a phantom share account or
    a cash account. Amounts deferred into the phantom share account
    accrue dividend equivalents, and amounts deferred into the cash
    account accrue interest at the prime rate. The plan provides
    that amounts deferred into the phantom share account are paid
    out in shares of Company Common Stock, and amounts deferred into
    the cash account are paid out in cash, in each case following
    termination of service as a Director in either a single lump
    sum, five annual installments or ten annual installments.



 




    Directors’
    Phantom Share Plan



 



    During 2008, each non-management Director received an annual
    grant of phantom shares under the Outside Director Phantom Share
    Plan equal in value to $90,000. Dividend equivalents accrue on
    all phantom shares credited to a Director’s account. All
    phantom shares are fully vested on the date of grant. Following
    termination of service as a Director, the cash value of the
    vested number of phantom shares will be paid to each Director in
    either a single lump sum, five annual installments or ten annual
    installments. The value of each phantom share is determined on
    the relevant date by the fair market value of Company Common
    Stock (as defined in the plan).



 




    Directors’
    Retirement Plan



 



    One of the Company’s non-management Directors
    (Mr. Rankin) participates in the 1982 Directors’
    Retirement Plan, which was terminated in 1995. The plan provided
    that, upon retirement from the Board of Directors after reaching
    the age of 55 with at least ten years of service as a Director,
    any non-management Director would be entitled to receive an
    annual amount equal to the annual retainer in effect at
    retirement. A retiring Director who had reached age 55 and
    served for at least five but less than ten years would be
    entitled to a reduced amount equal to 50% of the annual retainer
    in effect at retirement, plus 10% of such annual retainer for
    each additional year of service (rounded to the nearest whole
    year) up to ten. Under the transition provisions of the plan,
    upon his retirement Mr. Rankin will be entitled to receive
    an annual amount under the plan equal to 70% of the annual
    retainer in effect at retirement.



 




    Other



 



    Non-management Directors are reimbursed for actual expenses
    incurred in the performance of their services as Directors,
    including continuing education programs and seminars and, in
    most instances, provided with travel via Company-provided
    private aircraft to Board of Directors and committee meetings.
    The Company also provides each non-management Director with
    long-distance telephone service for business and personal use
    and with $250,000 in business travel accident insurance coverage.