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
