Compensation Arrangements For Non-Management Directors

Exhibit 10(PP)

Compensation Arrangements For Non-Management Directors

Annual Retainer and Meeting Fees

Each of the non-management Directors of Goodrich Corporation (the “Company”) receives an annual retainer of $50,000, payable in quarterly installments. In addition, each of the Company’s non-management directors receives $1,500 for each Board and Board Committee meeting attended, except that the chairperson of a Committee receives $2,500 for each meeting of that Committee attended.

Outside Directors’ Deferral Plan

Non-management Directors may elect to defer annual retainer and meeting fees under the Outside Directors’ Deferral Plan (filed as Exhibit 10(MM) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004). 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 lu