8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  July 26, 2006

TRIUMPH GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-12235	51-0347963
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation)		Number)

1550 Liberty Ridge Drive, Suite 100, Wayne, Pennsylvania	19087
(Address of principal executive offices)	(Zip Code)

(610) 251-1000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Amended and Restated Directors’ Stock Incentive Plan

On July 27, 2006, the stockholders of Triumph Group, Inc. (the “Company”) approved the amendment and restatement of the Company’s Amended and Restated Directors’ Stock Incentive Plan (the “Directors’ Plan”) to: expand the classes of awards to include stock awards and deferred stock units; provide for a maximum annual grant limit for each non-employee director of awards representing 1,250 shares of common stock, provided that only for purposes of calculating this maximum annual limit, an option shall be considered to give the holder the right to purchase only one-half of a share of common stock; provide for the grant of awards representing up to 2,500 shares of common stock upon an eligible director’s initial election to the Board, provided that only for purposes of calculating such limit, an option shall be considered to give the holder the right to purchase only one-half of a share of common stock; provide for the grant of additional awards to any eligible director in the Board’s discretion; and provide that the definition of “Change in Control” may be otherwise defined in an award agreement.  The foregoing description is qualified in its entirety by reference to the Directors’ Plan.  The Directors’ Plan is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Non-Employee Director Compensation

On July 27, 2006, the Board of Directors of the Company approved a new compensation policy for the non-employee members of the Board of Directors, effective immediately.  The compensation policy provides for annual retainer fees and equity awards, fees for service as lead director or committee chair, and meeting fees.  The compensation policy is summarized in Exhibit 10.2 to this report and incorporated herein by reference.  In addition, the Board of Directors concurrently approved a grant of 1,000 deferred stock units to each of the non-employee members of Board of Directors under the Directors’ Plan.  Each deferred stock unit represents the contingent right to receive one share of the Company’s common stock.  The deferred stock units vest on July 27, 2010 and the shares of common stock underlying vested deferred stock units will be delivered on January 1 of the year following the year in which the non-employee director terminates service as a director of the Company.  The awards are subject to the terms and conditions applicable to deferred stock units in the Directors’ Plan as well as the terms and conditions of the Deferred Stock Unit Award Agreement, the form of which is filed as Exhibit 10.3 to this report.

Item 2.02 Results of Operations and Financial Condition.

On July 26, 2006, the Company issued a press release announcing its financial results for the fiscal quarter ended June 30, 2006 and conducted a conference call to further discuss the financial results.  The full text of the press release is furnished as Exhibit 99.1 to this Current Report.

On the conference call, in addition to reviewing the information contained in the press release, the executive officers also discussed the following financial information:

·Export Sales for the fiscal quarter ended June 30, 2006 were 22% of revenue.  For the fiscal quarter ended June 30, 2006, the sales mix was as follows: commercial was 43% (compared to 45% in the prior full fiscal year), military was 32% (compared to 33% in the prior full fiscal year), regional jets were 6% (compared to 6% in the prior full fiscal year), business jets were 11% (compared to 9% in the prior full fiscal year) and other was 7% (compared to 7% in the prior full fiscal year).

·The top ten programs represented in the backlog were the 777, 737NG, CH47, A320, UH-60, V22, C17, 747, A380 and 767 programs, respectively.

·For the quarter ended June 30, 2006, Boeing commercial, military and space accounted for 23% of net sales and Airbus accounted for 6% of net sales.

·The Company’s global effective income tax rate for the quarter ended June 30, 2006 was 35.3%, which reflects a domestic effective tax rate of 34%.  The increase in the domestic tax rate was due to the expiration of the federal research and development tax credit.  The foreign effective tax rate reflects the start-up costs related to the Thailand facility, which in accordance with GAAP were not tax benefited.  The Company expects that the full-year domestic effective tax rate for the 2007 fiscal year will be 34% in the absence of a reinstatement of the research and development tax credit.

·The Company projected that capital expenditures for fiscal year 2007 would increase to be in the range of $40 to $45 million.

The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 8.01Other Events.

On July 27, 2006, the Company issued a press release announcing that its Board of Directors had declared the Company’s first ever quarterly cash dividend.  The full text of the press release is furnished as Exhibit 99.2 to this report.

Item 9.01 Financial Statements and Exhibits.

(c)Exhibits.

Number	Description of Document
10.1	Amended and Restated Directors’ Stock Incentive Plan (effective July 27, 2006).
10.2	Compensation for the non-employee members of the Board of Directors of the Company.
10.3	Form of Deferred Stock Unit Award Agreement under the Amended and Restated Directors’ Stock Incentive Plan.
99.1	Press Release announcing results for the fiscal quarter ended June 30, 2006.
99.2	Press Release announcing the declaration of a cash dividend.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 1, 2006		TRIUMPH GROUP, INC.
	By:
		John B. Wright, II
		Vice President, General Counsel and Secretary

TRIUMPH GROUP, INC.
CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amended and Restated Directors’ Stock Incentive Plan (effective July 27, 2006).
10.2	Compensation for the non-employee members of the Board of Directors of the Company.
10.3	Form of Deferred Stock Unit Award Agreement under the Amended and Restated Directors’ Stock Incentive Plan.
99.1	Press Release announcing results for the fiscal quarter ended June 30, 2006.
99.2	Press Release announcing the declaration of a cash dividend.

EX-10.1

Exhibit 10.1

TRIUMPH GROUP, INC.

AMENDED AND RESTATED DIRECTORS’ STOCK INCENTIVE PLAN

ARTICLE I

Purpose

The purpose of this Amended and Restated Directors’ Stock Incentive Plan (the “Plan”), previously named the Directors’ Stock Option Plan, is to enable Triumph Group, Inc. to attract and retain qualified independent directors and to further promote the mutuality of interests between such directors and the Company’s stockholders.

ARTICLE II

Definitions

For purposes of this Plan, the following terms shall have the following meanings:

2.1       “Affiliate” shall mean any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Board.

2.2       “Award” shall mean a Stock Option, Stock Award or Deferred Stock Unit, granted in accordance with the terms of the Plan.

2.3       “Award Agreement” means a Stock Option certificate, Stock Award Agreement or Deferred Stock Unit Award Agreement, as the case may be.

2.4       “Board” shall mean the Board of Directors of the Company.

2.5       “Code” shall mean the Internal Revenue Code of 1986, as amended.

2.6       “Common Stock” means the Common Stock, $.001 per value per share, of the Company.

2.7       “Company” means Triumph Group, Inc., a Delaware corporation.

2.8       “Deferred Stock Unit” means the right to receive shares of Common Stock, subject to a risk of forfeiture, pursuant to Article VIII.

2.9       “Deferred Stock Unit Agreement” shall mean the agreement, which may be in written or electronic format, in such form and with such terms as may be specified by the Board, evidencing the terms and conditions of an individual Deferred Stock Unit. Each Deferred Stock Unit Award Agreement is subject to the terms and conditions of the Plan.

2.10     “Effective Date” shall mean the date on which the Plan is approved by the Company’s stockholders.

2.11     “Eligible Director” shall mean any member of the Board who, on the date of the granting of an Award, is not an officer or an employee of the Company or any of the Company’s subsidiaries.

2.12     “Fair Market Value” for purposes of the Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, shall mean, as of any date, the previous regular trading day’s closing price of actual sales of shares of Common Stock on the principal national securities exchange on which the Common Stock is listed, or if not listed, as reported on the Nasdaq Stock Market on such date, or if such Common Stock was not listed or reported on such date, the fair market value as determined under regulations under Section 409A of the Code.

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2.13     “Mature Common Stock” shall mean Common Stock owned for six months or more, or such other period as the Board may determine subject to applicable accounting regulations, by the respective Participant.

2.14     “Participant” shall mean an Eligible Director to whom an Award has been granted under the Plan.

2.15     “Retirement” shall mean retirement from active service on the Board as determined by the Board.

2.16     “Stock Award” shall mean an award or issuance of shares of Common Stock pursuant to Article VII of the Plan.

2.17     “Stock Award Agreement” shall mean the agreement, which may be in written or electronic format, in such form and with such terms as may be specified by the Board, evidencing the terms and conditions of an individual Stock Award. Each Stock Award Agreement is subject to the terms and conditions of the Plan.

2.18     “Stock Option” or “Option” shall mean any option to purchase shares of Common Stock granted pursuant to Article VI of the Plan.

ARTICLE III

Administration

3.1       Administration. The Plan shall be administered and interpreted by the Board.

3.2       Guidelines. Subject to Article IX hereof, the Board shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable; to interpret the terms and provisions of the Plan and any Award granted under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it shall deem necessary to carry the Plan into effect. Notwithstanding the foregoing, no action of the Board under this Section 3.2 shall impair the rights of any Participant without the Participant’s consent, unless otherwise required by law.

3.3       Decisions Final. Any decision, interpretation or other action made or taken in good faith by the Board arising out of or in connection with the Plan shall be final, binding and conclusive on the Company, all members of the Board and their respective heirs, executors, administrators, successors and assigns.

ARTICLE IV

Share Limitation

4.1       Shares. The maximum aggregate number of shares of Common Stock subject to Awards that may be granted under the Plan is 115,000 (subject to any increase or decrease pursuant to Section 4.2), which may be either authorized and unissued shares of Common Stock or issued Common Stock reacquired by the Company. If any Award granted under the Plan shall expire, terminate or be canceled for any reason without having been exercised in full, the number of unissued shares shall again be available for the purposes of the Plan.

4.2       Adjustments Upon Changes in Capitalization. In the event of reorganization, recapitalization, stock split, reverse stock split, spin-off, split-off, split-up, stock dividend, issuance of stock rights, combination of shares, merger, consolidation or any other change in the corporate structure of the Company affecting Common Stock, or any distribution to stockholders in respect of stock other than a cash dividend, the Board shall make such adjustments in the number and kind of shares authorized by the

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Plan, in the minimum and maximum limits set forth in Article V and in any outstanding Awards as it determines appropriate. No fractional shares of Common Stock shall be issued pursuant to such an adjustment. The Fair Market Value of any fractional shares resulting from adjustments pursuant to this section shall, where appropriate, be paid in cash to the Participant. If during the term of any Award granted hereunder the Company shall be, with the prior approval of a majority of the members of the Board, merged into or consolidated with or otherwise combined with or acquired by a person or entity, or there is a liquidation of the Company, then at the election of the Board, the Company may take such other action as the Board shall determine to be reasonable under the circumstances to permit the Participant to realize the value of such Award, including without limitation paying cash to such Participant equal to the value of the Award or requiring the acquiring corporation to grant options or stock to such Participant having a value equal to the value of the Award.

ARTICLE V

Eligibility and Grants of Awards

5.1       Eligible Directors. Only Eligible Directors may be granted Awards under the Plan.

5.2       Annual Grants. The Board may make an annual grant to each Eligible Director of Awards representing not more than 1,250 Shares of Common Stock, provided however, that only for purposes of calculating the maximum annual limit, an Option shall be considered to give the holder the right to purchase only one-half of a share of Common Stock. Except as otherwise provided in this Section, the Board shall have full authority to determine whether an Award is an Option, a Stock Award or a Deferred Stock Unit and the number of each type of Award to be granted.

5.3       New Director Grants. The Board may grant to any Eligible Director, upon his or her initial election to the Board, Awards representing up to 2,500 shares of Common Stock; provided however, that only for purposes of calculating this limit, an Option shall be considered to give the holder the right to purchase only one-half of a share of Common Stock. Subject to the maximum limit set forth in the preceding sentence, the number of shares of Common Stock subject to such Stock Options shall be determined by the Board, and may be greater than or less than the number of shares of Common Stock subject to any prior grants.

5.4       Discretionary Grants. In addition to the grants described in 5.2 and 5.3 above, the Board may from time to time grant additional Awards to any Eligible Director. The Board shall have full authority to select the Eligible Directors to whom such Awards are to be granted and to determine the number of shares of Common Stock to be covered by each such Award.

ARTICLE VI

Stock Options

6.1       Options. Subject to Article V, all Stock Options granted under the Plan shall be non-qualified stock options (i.e., options that do not qualify as incentive stock options under section 422 of the Code).

6.2       Grants. The Board shall have full authority to grant Stock Options in its discretion pursuant to this Article VI.

6.3       Terms of Options. Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Board shall deem desirable:

(a)    Stock Option Certificate. Each Stock Option shall be evidenced by, and subject to the terms of, a Stock Option certificate executed by the Company. The Stock Option certificate shall specify the number of shares of Common Stock subject to the Stock Option, the option price, the option term,

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and such other terms and conditions, consistent with the provisions of the Plan, as the Board shall deem advisable.

(b)    Option Price. The option price per share of Common Stock purchasable upon exercise of a Stock Option shall be equal to the Fair Market Value of a share of Common Stock on the date of grant.

(c)    Option Term. The term of each Stock Option shall be ten years from the date of grant.

(d)    Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Board at the time of grant; provided that the Board may waive any installment exercise or waiting period provisions, in whole or in part, at any time, based on such factors as the Board shall, in its sole discretion, deem appropriate.

(e)    Method of Exercise. Stock Options may be exercised in whole or in part at any time during the option term by delivering to the Company written notice of exercise specifying the number of shares of Common Stock to be purchased and the option price therefore. The notice of exercise shall be accompanied by payment in full of the option price and, if requested, by the representation described in Section 11.2. The option price may be paid in cash or by check payable to the Company or, with the consent of the Board on or after the date of grant, in whole or in part in shares of Mature Common Stock or by a reduction in the number of shares of Common Stock otherwise issuable upon such exercise, with the shares of Common Stock in either case valued at the Fair Market Value on the date of exercise. Upon payment in full of the option price and satisfaction of the other conditions provided herein, a stock certificate representing the number of shares of Common Stock to which the Participant is entitled shall be issued and delivered to the Participant.

(f)     Termination. Unless otherwise determined by the Board, Stock Options held by a Participant who ceases to be a member of the Board shall be exercisable as follows:

(i)     If the Participant ceases to be a member of the Board by reason of death, any Stock Option held by such Participant may thereafter be exercised, to the extent such Option was exercisable at the time of death or on such accelerated basis as the Board may determine at or after grant, by the legal representative of the Participant’s estate, until the expiration of the stated term of the Option or until such earlier time as the Board may determine at the time the Option is granted or such accelerated basis is determined.

(ii)    If the Participant ceases to be a member of the Board by reason of disability (as determined by the Board), any Stock Option held by such Participant may thereafter be exercised by the Participant (or, where appropriate, the Participant’s legal representative), to the extent it was exercisable at the time the Participant ceased to be a member of the Board or on such accelerated basis as the Board may determine at or after grant, until the expiration of the stated term of the Option or until such earlier time as the Board may determine at the time the Option is granted or such accelerated basis is determined.

(iii)   If the Participant ceases to be a member of the Board for any reason other than death or disability, the Stock Option shall terminate 90 days after the date on which the Participant ceased to be a member of the Board; provided, however, that the Board may extend such exercise period based on such factors as the Board shall, in its sole discretion, deem appropriate, but not beyond the expiration of the stated term of the Option.

6.4       Rights as Stockholder. A Participant shall not be deemed to be the holder of Common Stock, or have any of the rights of a holder of Common Stock, with respect to shares subject to an Option, until the Option is exercised and a stock certificate representing such shares of Common Stock is issued to the Participant.

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ARTICLE VII

Stock Awards

7.1       Subject to Article V, The Board shall have full authority to grant Stock Awards in its discretion pursuant to this Article VII.

7.2       Each Stock Award shall be evidenced by a Stock Award Agreement, the terms and conditions of which are consistent with the following:

(a)    Restrictions and Performance Criteria. Stock Awards shall vest at such time and in such installments as determined by the Board; provided, however, that the vesting of Stock Awards may be subject to the attainment of performance goals.

(b)    Forfeiture. Unless otherwise provided in the Stock Award Agreement, upon the Participant’s ceasing to be a member of the Board (other than as provided below in Sections 7.2(c) and (d)), the shares of Common Stock subject to a Stock Award that have not yet become vested pursuant to the Stock Award Agreement shall be forfeited. For clarity, ceasing to be a member of the Board due to death shall be covered by this paragraph.

(c)    Disability or Retirement of Participant. Unless otherwise provided in the Stock Award Agreement, if a Participant ceases to be a member of the Board due to disability (as determined by the Board) or Retirement, all outstanding Stock Awards granted to such Participant shall continue to vest, provided the following conditions are met:

(i)     The Participant shall not render services for any organization or engage directly or indirectly in any business which, in the opinion of the Board, competes with, or is in conflict with the interest of, the Company. The Participant shall be free, however, to purchase as an investment or otherwise stock or other securities of such organizations as long as they are listed upon a recognized securities exchange or traded over-the-counter, or as long as such investment does not represent a substantial investment in the opinion of the Committee or a significant (great than 3%) interest in the particular organization. For the purposes of this subsection, a company (other than an Affiliate) which is engaged in the business of producing, leasing or selling products or providing services of the type now or at any time hereafter made or provided by the Company or any of its Affiliates shall be deemed to compete with the Company; and

(ii)    The Participant shall not, without prior written authorization from the Company, use in other than the business of the Company or any of its Affiliates, any confidential information or material relating to the business of the Company or its Affiliates, either during or after service on the Company’s Board.

(d)    Divestiture. If a Participant will cease to be a member of the Board because of a divestiture by the Company, prior to such termination of membership, the Board may, in its sole discretion, accelerate the vesting of all or a portion of any outstanding Stock Award granted to such Participant and provide that all forfeiture provisions with respect to such Stock Awards shall lapse. The determination of whether a divestiture will occur shall be made by the Board in its sole discretion.

(e)    Rights as a Stockholder. The Participant shall have the rights equivalent to those of a stockholder and shall be a stockholder only after shares of Common Stock are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) to the Participant.

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ARTICLE VIII

Deferred Stock Units

8.1       Subject to Article V, the Board shall have full authority to grant Deferred Stock Units in its discretion pursuant to this Article VIII.

8.2       Each Deferred Stock Unit shall be evidenced by a Deferred Stock Unit Award Agreement, the terms and conditions of which are consistent with the following:

(a)    Restrictions and Performance Criteria. Deferred Stock Units shall vest at such time and in such installments as determined by the Board; provided, however, that the vesting of Deferred Stock Units may be subject to the attainment of performance goals.

(b)    Forfeiture. Unless otherwise provided in the Deferred Stock Unit Award Agreement, upon the Participant’s ceasing to be a member of the Board (other than as provided below in Sections 8.1(c) and (d)), the shares of Common Stock subject to a Deferred Stock Unit Award that have not yet become vested pursuant to the Deferred Stock Unit Agreement shall be forfeited. For clarity, ceasing to be a member of the Board due to death shall be covered by this paragraph.

(c)    Disability or Retirement of Participant. Unless otherwise provided in the Deferred Stock Unit Award Agreement, if a Participant ceases to be a member of the Board due to disability (as determined by the Board) or Retirement, all outstanding Deferred Stock Units granted to such Participant shall continue to vest, provided the following conditions are met:

(i)     The Participant shall not render services for any organization or engage directly or indirectly in any business which, in the opinion of the Board, competes with, or is in conflict with the interest of, the Company. The Participant shall be free, however, to purchase as an investment or otherwise stock or other securities of such organizations as long as they are listed upon a recognized securities exchange or traded over-the-counter, or as long as such investment does not represent a substantial investment in the opinion of the Committee or a significant (great than 3%) interest in the particular organization. For the purposes of this subsection, a company (other than an Affiliate) which is engaged in the business of producing, leasing or selling products or providing services of the type now or at any time hereafter made or provided by the Company or any of its Affiliates shall be deemed to compete with the Company; and

(ii)    The Participant shall not, without prior written authorization from the Company, use in other than the business of the Company or any of its Affiliates, any confidential information or material relating to the business of the Company or its Affiliates, either during or after service on the Company’s Board.

(d)    Divestiture. If a Participant will cease to be a member of the Board because of a divestiture by the Company, prior to such termination of membership, the Board may, in its sole discretion, accelerate the vesting of all or a portion of any outstanding Deferred Stock Unit granted to such Participant and provide that all forfeiture provisions with respect to such Deferred Stock Units shall lapse. The determination of whether a divestiture will occur shall be made by the Board in its sole discretion.

(e)    Dividend Equivalents. The Deferred Stock Unit Award Agreement may provide that the holder of the Deferred Stock Units will be entitled to receive payment from the Company at such times as set forth in the Deferred Stock Unit Award Agreement in an amount equal to each cash dividend (“Dividend Equivalent”) the Company would have paid to such holder had he, on the record date for payment of such dividend, been the holder of record of shares of Common Stock equal to the number of Deferred Stock Units which had been awarded to such holder as of the close of business on such record date. The Company shall establish a bookkeeping account on behalf of each Participant in

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which the Dividend Equivalents that would have been paid to the holder of Deferred Stock Units shall be credited. Such account will not bear interest.

8.3       Rights as a Stockholder. The Participant shall have the rights equivalent to those of a stockholder and shall be a stockholder only after shares of Common Stock are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) to the Participant to the extent described in the terms of a Deferred Stock Award Agreement.

ARTICLE IX

Termination or Amendment

9.1       Termination or Amendment of Plan.

(a)    Except as provided in Subsection (b), the Board may at any time amend, discontinue or terminate the Plan or any part thereof (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Article X); provided, however, that, unless otherwise required by law, the rights of a Participant with respect to Awards granted prior to such amendment, discontinuance or termination may not be impaired without the consent of such Participant.

(b)    Any amendment that constitutes a “material revision” to the Plan requiring stockholder approval pursuant to the New York Stock Exchange Corporate Governance Listing Standards shall not be effective unless approved by the Company’s stockholders.

9.2       Amendment of Awards. The Board may amend the terms of any Award previously granted, prospectively or retroactively, but, subject to Article IV, no such amendment or other action by the Board shall impair the rights of any holder without the holder’s consent.

ARTICLE X

Unfunded Plan

10.1     Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payment not yet made to a Participant by the Company, nothing contained herein shall give the Participant any rights that are greater than those of a general creditor of the Company.

ARTICLE XI

General Provisions

11.1     Nonassignment. Except as otherwise provided in the Award Agreement, any Award granted hereunder and the rights and privileges conferred thereby shall not be sold, transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any such Award, right or privilege contrary to the provisions hereof, or upon the levy of any attachment or similar process thereon, such Award and the rights and privileges conferred hereby shall immediately terminate and the Award shall immediately be forfeited to the Company.

11.2     Legend. The Board may require each person acquiring shares hereunder to represent to the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. The stock certificates representing such shares may include any legend which the Board deems appropriate to reflect any restrictions on transfer.

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All certificates representing shares of Common Stock delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Board may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, any applicable Federal or state securities law, and any applicable corporate law, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

11.3     Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

11.4     No Right to Continue as Director. Neither the Plan nor the grant of any Award hereunder shall confer upon any person the right to continue as a director of the Company or obligate the Company to nominate any director for reelection by the Company’s stockholders.

11.5     Listing and Other Conditions.

(a)    If the Common Stock is listed on a national securities exchange, the issuance of any shares of Common Stock upon exercise of an Award shall be conditioned upon such shares being listed on such exchange. The Company shall have no obligation to issue any shares of Common Stock upon exercise of an Award unless and until such shares are so listed, and the right to exercise any Award shall be suspended until such listing has been effected.

(b)    If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock upon exercise of an Award is or may in the circumstances be unlawful or result in the imposition of excise taxes under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act of 1933, as amended, or otherwise with respect to shares of Common Stock, and the right to exercise any Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or shall not result in the imposition of excise taxes.

(c)    Upon termination of any period of suspension under this Section 11.5, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.

11.6     Governing Law. The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware.

11.7     Construction. Wherever any words are used in the Plan in the masculine gender they shall be construed as through they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

11.8     Liability of Board Members. No member of the Board nor any employee of the Company or any of its subsidiaries shall be liable for any act or action hereunder, whether of omission or commission, by any other member of employee or by any agent to whom duties in connection with the administration of the Plan have been delegated or, except in circumstances involving bad faith, gross negligence or fraud, for anything done or omitted to be done by himself.

11.9     Costs. The Company shall bear all expenses incurred in administering the Plan, including expenses related to the issuance of Common Stock upon exercise of Stock Options.

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11.10   Severability. If any part of the Plan shall be determined to be invalid or void in any respect, such determination shall not affect, impair, invalidate or nullify the remaining provisions of the Plan which shall continue in full force and effect.

11.11   Successors. The Plan shall be binding upon and inure to the benefit of any successor or successors of the Company.

11.12   Headings. Article and section headings contained in this Plan are included for convenience only and are not to be used in construing or interpreting the Plan.

11.13   Change in Control. Upon the occurrence of a Change in Control, each Award then outstanding shall become immediately vested, and in the case of Options, exercisable to the full extent of the shares of Common Stock subject thereto. For purposes of this Plan, unless otherwise defined in the Award Agreement, a “Change in Control” shall be deemed to have occurred if at any time after the Effective Date any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) becomes the “beneficial owner” (as defined in Section 13(d)(3) under the 1934 Act) of securities of the Company representing more than 35 percent (35%) of the total aggregate voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, and such person or group owns more aggregate voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors than any other person or group. Notwithstanding anything else contained in this Section 11.13, a Participant shall be eligible to exercise Awards both before and after a Change in Control to the full extent otherwise permitted under the Plan.

ARTICLE XII

Term of Plan

12.1     Effective Date. The Plan shall be effective as of the Effective Date.

12.2     Termination. Unless sooner terminated, the Plan shall terminate ten years after it is adopted by the Board and no Awards may be granted thereafter. Termination of the Plan shall not affect Awards granted before such date, which will continue to be exercisable after the Plan terminates.

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EX-10.2

Exhibit 10.2

TRIUMPH GROUP, INC.
Non-employee Director Compensation Summary
July 27, 2006

Annual Retainer for Non-employee Board Member	Additional Retainer for Committee Chairs	Additional Retainer for Lead Director	Meeting Fees	Telephonic Meeting Fee	Annual Equity Award
$30,000	Audit Comm Chair: $4,000; Other Comm. Chairs: $2,000	$2,000	Board meeting: $1,500; Committee meeting $1,000	$500	Equity grant with a grant date value of approximately $40,000.

EX-10.3

Exhibit 10.3

TRIUMPH GROUP, INC.

AMENDED AND RESTATED DIRECTORS’ STOCK INCENTIVE PLAN

DEFERRED STOCK UNIT AWARD AGREEMENT

Triumph Group, Inc. (the “Company”) hereby awards to the director named below (the “Participant”) the number of deferred stock units of the Company (the “Units”) in accordance with and subject to the terms, conditions and restrictions of this Agreement together with the provisions of the Amended and Restated Directors’ Stock Incentive Plan (the “Plan”) of the Company, which Plan is incorporated herein by reference (all capitalized terms used herein having the meanings assigned in the Plan unless otherwise herein defined):

Name and Address of Participant:

Number of Units Awarded:

Relevant Dates:  The following dates are applicable for this Agreement:

Grant Date:

Vesting Date:

Additional Terms and Conditions:

1.Each Unit represents a hypothetical share of the Company’s common stock, $.001 par value per share (the “Stock”), and will at all times be equal in value to a share of Stock. The Units will be credited to the Participant in an account established for the Participant.

2.The Units will vest on t he earlier of the vesting date set forth above or the death of the Participant; provided, however, that in the event of a cessation of membership on the Board for any reason other than death, unvested Units will be forfeited or continue to vest pursuant to Section 8.2 of the Plan.  Vested Units will not be distributed in Stock to the Participant until his or her service as a director of the Company is terminated; provided that in no case will the Participant be entitled to receive Dividend Equivalents.

3.This award is subject to the terms of the Plan, the terms and conditions of which will govern this Award to the extent not otherwise provided in th is Agreement.  A copy of the Plan is being delivered to the Participant with this Agreement.

- HIGHLY RESTRICTED -

EX-99.1

Exhibit 99.1

Triumph Group, Inc.

NEWS RELEASE

Contact:

John Bartholdson

Senior Vice President,

Chief Financial Officer

Phone (610) 251-1000

jbartholdson@triumphgroup.com

TRIUMPH GROUP REPORTS
FIRST QUARTER FISCAL 2007 RESULTS

·Net sales for the first quarter fiscal 2007 increased 25% to $222.8 million

·Operating income for the first quarter fiscal 2007 increased 33% to $18.3 million

·Net income for the first quarter fiscal 2007 increased 32% to $9.4 million

·Backlog increased 38% over prior year to $942.7 million

Wayne, PA—July 26, 2006—Triumph Group, Inc. (NYSE: TGI) today reported that net sales for the first quarter of the fiscal year ending March 31, 2007 totaled $222.8 million, a twenty-five percent increase from last year’s first quarter net sales of $177.7 million.  Net income for the first quarter of fiscal year 2007 increased thirty-two percent to $9.4 million, or $0.58 per diluted common share, versus $7.2 million, or $0.45 per diluted common share for the first quarter of the prior year.  During the quarter, the company generated $1.1 million of cash flow from operations.  Results for the first quarter of fiscal year 2007 also reflected a $0.02 per share charge related to stock compensation expense including the impact of adopting Statement of Financial Accounting Standards (SFAS) No. 123R as of April 1, 2006.

Prior year period segment results have been restated to classify certain revenue and costs from the Aftermarket Services segment to the Aerospace Systems segment for the operations of Triumph Fabrications-Phoenix and Triumph Fabrications-Fort Worth due to the fact that most of their product line has been transitioned to aerospace OEM products.  The restatement shifted approximately $4.4 million in revenue and $0.8 million in operating loss, previously reported in the Aftermarket Services segment, to the Aerospace Systems segment’s results for the first quarter ended June 30, 2006.

The Aerospace Systems segment reported net sales for the quarter of $174.2 million compared to $138.6 million in the prior year period, as restated, an increase of twenty-six percent.  Operating income for the first quarter of fiscal year 2007 was $20.3 million, compared to $15.4 million for the prior year period, as restated, a thirty-two percent increase.  Excluding the recently announced

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acquisition of Triumph Structures-Wichita (formerly, Excel Manufacturing, Inc.), organic sales growth for the quarter was nineteen percent.

The Aftermarket Services segment reported net sales for the quarter of $49.5 million, compared to $39.8 million in the prior year period, as restated, a twenty-four percent increase.  Operating income for the first quarter of fiscal year 2007 was $2.1 million, compared to $2.2 million for the prior year period, as restated.  Excluding the recently announced acquisition of Triumph Interiors (formerly Air Excellence International, Inc.), organic sales growth for the quarter was eighteen percent.  Operating results for the quarter reflected $0.6 million of start up costs associated with the new Thailand maintenance and repair facility which was not included in the prior year period.

Richard C. Ill, Triumph’s President and Chief Executive Officer, said, “We are very pleased with the first quarter results and with the strong operational and financial performance across our businesses.  As we expected, our recent acquisitions are making a positive contribution, but the fundamental driver behind our strong performance was organic revenue growth combined with enhanced operating leverage.  Based on the strength of our markets and our robust backlog, we are optimistic that we will continue to generate sales growth and improved profitability for the balance of the year.”

Commenting on the outlook for the year, Mr. Ill stated, “Based upon the performance in sales and earnings for the first quarter, we now expect that fiscal year 2007 sales will be toward the upper end of the previously announced range of $875 million to $925 million and earnings per share for the fiscal year to be toward the upper end of the previously announced range of $2.40 to $2.70.”

As previously announced, Triumph Group will hold a conference call on July 27th at 7:30 a.m. (EDT) to discuss the fiscal year 2007 first quarter results.  The conference call will be available live and archived on the company’s website at http://www.triumphgroup.com.  An audio replay will be available from July 27th until August 3rd by calling (888) 266-2081 (Domestic) or (703) 925-2533 (International), passcode #935724.

Triumph Group, Inc., headquartered in Wayne, Pennsylvania, designs, engineers, manufactures, repairs and overhauls aircraft components and accessories.  The company serves a broad, worldwide spectrum of the aviation industry, including original equipment manufacturers of commercial, regional, business and military aircraft and aircraft components, as well as commercial and regional airlines and air cargo carriers.

More information about Triumph can be found on the Internet at http://www.triumphgroup.com.

Statements in this release which are not historical facts are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995, including expectations of future performance, profitability, growth and earnings.  All forward-looking statements involve risks and uncertainties which could affect the company’s actual results and could cause its actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, the company.  Further information regarding the important factors that could cause actual results to differ from projected results can be found in Triumph’s reports filed with the SEC, including our Annual Report on Form 10-K for the year ended March 31, 2006.

FINANCIAL DATA (UNAUDITED) ON FOLLOWING 6 PAGES

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FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES
(in thousands, except per share data)

	Three Months Ended
	June 30,
CONDENSED STATEMENTS OF INCOME	2006		2005
Net Sales	$	222,822	$	177,697
Operating Income	18,303		13,729
Interest Expense and Other	3,732		3,187
Income Tax Expense	5,138		3,373
Net Income	$	9,433	$	7,169
Earnings Per Share—Basic:
Net Income	$	0.59	$	0.45
Weighted average common shares outstanding—Basic	16,078		15,906
Earnings Per Share—Diluted:
Net Income	$	0.58	$	0.45
Weighted average common shares outstanding - Diluted	16,286		16,006

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(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands, except per share data)

BALANCE SHEET
	June 30,		March 31,
	2006		2006
Assets
Cash	$	5,435	$	5,698
Accounts Receivable, net	150,769		147,780
Inventory	258,104		235,878
Deferred Income Taxes	6,868		6,868
Prepaid Expenses and Other	4,708		4,894
Current Assets	425,884		401,118
Property and Equipment, net	256,253		237,325
Goodwill	298,136		272,737
Intangible Assets, net	50,922		49,424
Other	14,089		14,179
Total Assets	$	1,045,284	$	974,783
Liabilities & Stockholders' Equity
Accounts Payable	$	78,825	$	73,995
Accrued Expenses	63,313		68,488
Income Taxes Payable	6,906		5,195
Current Portion of Long-Term Debt	8,078		8,078
Current Liabilities	157,122		155,756
Long-Term Debt, less current portion	208,335		153,339
Deferred Income Taxes and Other	100,781		101,985
Stockholders' Equity:
Common Stock, $.001 par value, 50,000,000 shares
authorized, 16,143,713 and 16,027,324 shares issued	16		16
Capital in excess of par value	265,005		260,124
Treasury Stock, at cost, 0 and 18,311 shares	0		(455		)
Accumulated other comprehensive income (loss)	412		(162		)
Retained earnings	313,613		304,180
Total Stockholders' Equity	579,046		563,703
Total Liabilities and Stockholders' Equity	$	1,045,284	$	974,783

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(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)

SEGMENT DATA	Three Months Ended
	June 30,
	2006			2005
Net Sales:
Aerospace Systems	$	174,193		$	138,576
Aftermarket Services	49,467			39,810
Elimination of inter-segment sales	(838		)	(689		)
	$	222,822		$	177,697
Operating Income (Loss):
Aerospace Systems	$	20,298		$	15,400
Aftermarket Services	2,117			2,172
Corporate	(4,112		)	(3,843		)
	$	18,303		$	13,729
Depreciation and Amortization:
Aerospace Systems	$	6,403		$	5,899
Aftermarket Services	2,303			2,000
Corporate	44			32
	$	8,750		$	7,931
Capital Expenditures:
Aerospace Systems	$	6,734		$	2,400
Aftermarket Services	6,272			2,582
Corporate	125			14
	$	13,131		$	4,996

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(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)

Non-GAAP Financial Measure Disclosures

Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") for the three months ended June 30, 2006 was $27.1 million with a margin of 12.1%. EBITDA for the three months ended June 30, 2005 was $21.7 million with a margin of 12.2%.

Management believes that EBITDA provides the reader a good measure of cash generated from the operations of the business before any investment in working capital or fixed assets.

The following definition is provided for the non-GAAP financial measure identified above, together with a reconciliation of such non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.

	Three Months Ended
	June 30,
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA):	2006			2005
Income from Continuing Operations	$	9,433		$	7,169
Add-back:
Income Tax Expense	5,138			3,373
Interest Expense and Other	3,732			3,187
Depreciation and Amortization	8,750			7,931
Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA")	$	27,053		$	21,660
Net Sales	$	222,822		$	177,697
EBITDA Margin	12.1		%	12.2		%

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(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

Earnings before Interest, Taxes, Depreciation and
Amortization (EBITDA):
	Three Months Ended June 30, 2006
				Segment Data
				Aerospace			Aftermarket			Corporate /
	Total			Systems			Services			Eliminations
Income from Continuing Operations	$	9,433
Add-back:
Income Tax Expense	5,138
Interest Expense and Other	3,732
Operating Income (Expense)	$	18,303		$	20,298		$	2,117		($4,112	)
Depreciation and Amortization	8,750			6,403			2,303			44
Earnings (Losses) before Interest, Taxes, Depreciation and Amortization ("EBITDA")	$	27,053		$	26,701		$	4,420		($4,068	)
Net Sales	$	222,822		$	174,193		$	49,467		($838	)
EBITDA Margin	12.1		%	15.3		%	8.9		%	n/a

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(Continued)

FINANCIAL DATA (UNAUDITED)

TRIUMPH GROUP, INC. AND SUBSIDIARIES
(dollars in thousands)

Non-GAAP Financial Measure Disclosures (continued)

We use "Net Debt to Capital" as a measure of financial leverage. The following table sets forth the computation of Net Debt to Capital:

	June 30,			March 31,
	2006			2006
Calculation of Net Debt
Current Portion	$	8,078		$	8,078
Long-term debt	208,335			153,339
Total Debt	216,413			161,417
Less: Cash and cash equivalents	5,435			5,698
Net Debt	$	210,978		$	155,719
Calculation of Capital
Net Debt	$	210,978		$	155,719
Stockholders' equity	579,046			563,703
Total Capital	$	790,024		$	719,422
Percent of Net Debt to Capital	26.7		%	21.6		%

######

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EX-99.2

Exhibit 99.2

Triumph Group, Inc.

NEWS RELEASE

Contact:

John Bartholdson

Senior Vice President,

Chief Financial Officer

Phone (610) 251-1000

jbartholdson@triumphgroup.com

TRIUMPH GROUP INITIATES QUARTERLY CASH DIVIDEND

Wayne, PA—July 27, 2006—Triumph Group, Inc. (NYSE:TGI) today announced that its Board of Directors, at its meeting today, has declared the company’s first quarterly cash dividend of $0.04 per share of common stock.  The plan approved by the Board anticipates a total annual dividend of $0.16 per common share.  The actual declaration of dividends, and the setting of record and payment dates, is subject to final determination by the Board each quarter after review of the company’s financial performance.

The company’s first cash dividend is payable to shareholders of record of August 21, 2006 and will be paid on September 11, 2006.

Richard C. Ill, Triumph’s President and Chief Executive Officer, said, “The declaration of our first cash dividend reflects our continuing commitment to enhancing shareholder value.  This dividend, supported by our strong financial position, provides us the opportunity to return a portion of the cash flow generated from our operations to our shareholders.  While we have initiated a dividend, we fully intend to continue to invest in growing our business.”

Triumph Group, Inc., headquartered in Wayne, Pennsylvania, designs, engineers, manufactures, repairs and overhauls aircraft components and accessories.  The company serves a broad, worldwide spectrum of the aviation industry, including original equipment manufacturers of commercial, regional, business and military aircraft and aircraft components, as well as commercial and regional airlines and air cargo carriers.

More information about Triumph can be found on the Internet at http://www.triumphgroup.com.

Statements in this release which are not historical facts are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995, including expectations of future growth.  All forward-looking statements involve risks and uncertainties which could affect the company’s actual results and could cause its actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, the company.  Further information regarding the important factors that could cause actual results to differ from  projected

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results can be found in Triumph’s reports filed with the SEC, including our Annual Report on Form 10-K for the year ended March 31, 2006.

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