<PAGE>

                                                                   EXHIBIT 10.34

       SUMMARY OF DIRECTOR AND EXECUTIVE OFFICER COMPENSATION ARRANGEMENTS

Compensation Arrangements for Directors

      EnPro Industries, Inc. (the "Company") has an arrangement to pay
non-employee members of the Company's board of directors compensation for their
service on the board. Effective January 1, 2005, each non-employee member of the
Company's board of directors receives an annual retainer of $63,000, $38,000 of
which is paid in cash and $25,000 of which is paid in phantom shares of our
common stock for the first 10 years of a director's service on the board. In
addition, each non-employee director receives $1,000 per meeting for each board
and committee meeting attended (including telephonic meetings). Meeting fees are
paid to any non-employee director who attends a committee meeting, even if the
director does not serve on the committee. Each non-employee director who serves
as a committee chairman also receives an additional $4,000 annually, and the
non-executive chairman of the board receives an additional monthly fee of
$15,000.

      At the Company's 2005 annual meeting, its shareholders will consider
certain amendments to the Company's Amended and Restated 2002 Equity
Compensation Plan, including an amendment to allow phantom shares to be issued
under the plan to non-employee directors. If the shareholders approve these
amendments, then the phantom shares awarded to directors as part of their annual
retainers will be awarded under that plan beginning in 2005. When a director
retires from the board, phantom shares awarded under the Amended and Restated
2002 Equity Compensation Plan, as so amended, will be paid out in the form of
one share of the Company's common stock for each phantom share, with the value
of any fractional phantom shares paid in cash. If the shareholders do not
approve the amendments to the Amended and Restated 2002 Equity Compensation
Plan, the phantom shares awarded to directors as part of their annual retainers
will continue to be awarded under the Company's Outside Directors' Phantom Share
Plan, which is filed as Exhibit 10.12 to this Annual Report on Form 10-K.

      Non-employee directors may also participate in the Company's Deferred
Compensation Plan for Non-Employee Directors, which is filed as Exhibit 10.11 to
this Annual Report on Form 10-K.

Compensation Arrangements for Named Executive Officers

      The Company has certain compensation arrangements, as described below,
with its chief executive officer and its four other most highly compensated
executive officers, based on 2004 base salaries and bonuses (such five officers,
the "named executive officers"). Compensation information for each of these
individuals will be disclosed in the Company's proxy statement for its 2005
annual meeting. Each of these officers is an "at-will" employee who serves at
the pleasure of the board of directors.

<PAGE>

      Base Salary

      The board of directors sets the annual base salary for each of the named
executive officers and has the discretion to change the salary of any of the
officers at any time. For 2005, the annual base salaries for the named executive
officers are as follows:

<TABLE>
<CAPTION>
NAMED EXECUTIVE OFFICER                 BASE SALARY
-----------------------                 -----------
<S>                                     <C>
Ernest F. Schaub                        $600,000
William Dries                           $310,000
Richard L. Magee                        $280,000
Richard C. Driscoll                     $270,000
Robert D. Rehley                        $153,000
</TABLE>

      Perquisites and Tax Gross-Up Payments

      The named executive officers receive certain perquisites, any of which the
board of directors could determine at any time to discontinue. These perquisites
consist of payments for an automobile allowance, financial counseling and excess
liability insurance for each officer, for social club expenses for Messrs.
Schaub, Dries, Magee and Driscoll, and for Mr. Schaub personal use of
Company-provided aircraft. The named executive officers also receive tax
gross-up payments to compensate them for income taxes incurred as a result of
certain of these perquisites. The board could determine at any time to
discontinue the practice of providing tax gross-up payments.

      Retirement Plan

      The Company maintains a non-qualified Supplemental Executive Retirement
Plan (the "SERP") in which each of the named executive officers except Mr.
Rehley currently participates. Each participant under the SERP earns an
additional benefit, payable at retirement, equal to the combined benefit for the
participant's first 15 years of service with the Company under the Retirement
Program for EnPro Industries, Inc. and Affiliated Companies, a tax-qualified
defined benefit pension plan for salaried employees that is described in the
proxy statement for the Company's 2004 annual shareholders' meeting, and the
EnPro Industries, Inc. Defined Benefit Restoration Plan, which is filed as
Exhibit 10.33 to this Annual Report on Form 10-K. The SERP takes into account
service only for periods beginning on or after June 1, 2002 for this purpose.
Benefits under the SERP are payable in a single cash payment as soon as
administratively practicable after the participant's termination of employment.