2000-2001 Long Term Incentive Plan

EXHIBIT 10(NN)


2000-2001
BFGOODRICH LONG-TERM INCENTIVE PLAN


THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933.


Name:


AWARD GRANT


You have been granted the following Long-Term Incentive Plan shares for the three-year performance period 2000 through 2001:


________ phantom Performance Shares


Grants are credited as phantom Performance Shares in a book account for you. Each phantom Performance Share will be equivalent to one share of BFGoodrich common stock.


PLAN GOALS


The number of phantom Performance Shares you earn will depend on the two-year performance of the total Company, as measured against performance goals for the Company and each segment to be communicated to participants by Supplement.


OTHER IMPORTANT INFORMATION


- - Grants will be credited as phantom Performance Shares in a book account for
you. Each phantom Performance Share will be equivalent to one share of
BFGoodrich common stock.


- - Dividend equivalents will be accrued on all phantom Performance Shares in
your account during the Plan cycle. Such dividend equivale ...