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 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 (filed as Exhibit 10(KK) to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2005). 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
The Outside Directors’ Phantom Share Plan (filed as Exhibit 10(LL) to the Annual Report on Form 10-K for the
year ended December 31, 2005) provides for an annual grant of phantom shares to each non-management
Director equal in value to $60,000. 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 a