Consulting Agreement

EXHIBIT 10(Y)


CONSULTING AGREEMENT


This Consulting Agreement is entered into between The B.F.Goodrich Company ("BFGoodrich") and Robert H. Rau ("Rau"), as follows:


1. Services. In consideration of the Compensation, Rau will provide consulting services as required by the BFGoodrich Chief Executive Officer, the President of the BFGoodrich Aerospace Segment , or their designees ("the Services"). While it is not contemplated by the parties that Rau will provide the Services on a full-time basis, Rau shall be reasonably available to BFGoodrich. Rau shall also be reasonably available to travel on business for BFGoodrich. In rendering the Services, Rau shall comply with all BFGoodrich policies and procedures.


2. Term. This Agreement shall become effective on January 1, 1999 (regardless of the date on which it is signed) and shall continue through December 31, 2001. This Agreement shall not be renewed by its own terms, and any further rendition of services by Rau beyond December 31, 2001 shall require the execution of a new consulting agreement.


3. Compensation. Rau shall receive Twenty-Eight Thousand Dollars ($28,000.00) (the "Compensation") per month during the term of this Agreement. The Compensation shall be paid monthly. Rau shall be solely responsible for the payment of all taxes and like obligations with respect to the Compensation. At the end of each year of this Agreement, BFGoodrich shall issue a Form 1099 to Rau with respect to the Compensation. BFGoodrich shall reimburse Rau for first-class air travel and other expenses incurred in connection with his rendering of the Services in accordance with its normal policies applicable thereto.


4. Independent Contractor. Rau shall render the Services hereunder as an independent contractor and not as an employee, agent, partner, or joint venturer of BFGoodrich or any of its subsidiaries, divisions, affiliates or related entities. Rau is not authorized to, nor shall he make any attempt to, make any commitments, agreements or binding obligations for or on behalf of BFGoodrich unless previously authorized by the Chief Executive Officer, the President of the BFGoodrich Aerospace Segment or their designees. As an independent contractor, Rau shall not be eligible by reason of this Consulting Agreement to participate in any benefit, insurance, compensation, bonus or retirement program offered at any time by BFGoodrich. This Agreement shall not, however, affect any rights Rau has by virtue of his prior status as an employee of BFGoodrich or Rohr, Inc. or other agreements entered into by Rau and BFGoodrich and/or Rohr, Inc. prior to the effective date of this Agreement.


5. Confidential Information. It is anticipated that Rau will be privy to certain data or information which is confidential or proprietary to BFGoodrich and/or its subsidiaries,


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