Consulting Agreement - BFGoodrich Co. and Robert H. Rau

                              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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divisions, affiliates or related entities ('Confidential Information'). By
entering into this Agreement, Rau agrees that all Confidential Information
furnished or disclosed to him (as well as work product developed by Rau during
the term of this Agreement) shall be maintained in confidence by Rau and shall
not be disclosed to any person or entity or used by Rau in any way, except as
specifically authorized in advance by BFGoodrich. Rau's obligation in this
respect shall continue indefinitely and shall survive the termination of this
Agreement. The parties agree that unauthorized disclosure and/or use of such
information would be harmful to BFGoodrich and that BFGoodrich may enforce the
provisions hereof through an injunction without proof of damage. Rau further
agrees that at the termination of this Agreement, he will immediately return all
data, documents or other information he received from or used during the term of
this Agreement to BFGoodrich. This paragraph is not intended to supersede any
agreements entered into by Rau during his employment by Rohr, Inc. or BFGoodrich
and any such agreements shall remain in full force and effect according to their
terms.

6. Work Product. All Work Product (as defined herein) created by Rau under this
Agreement is 'work for hire' and is the exclusive property of BFGoodrich, and
may not be shared with or disclosed to any other party without BFGoodrich's
consent. Rau hereby assigns to BFGoodrich all right, title and interest in and
to the Work Product. 'Work Product' means everything that is produced, conceived
or developed by Rau in the course of performing Services for BFGoodrich under
this Agreement, including, without limitation, any and all reports, analyses,
studies, documentation, notes, drawings, computer programs (source code, object
code and listings), customer lists, inventions, creations and deliverables.
During and after the term of this Agreement, Rau will assist BFGoodrich in every
reasonable way, at BFGoodrich's expense, to secure, maintain and defend for
BFGoodrich's benefit all copyrights, patent rights, mask work rights, trade
secret rights and other proprietary rights in and to the Work Product. To the
extent that Rau has property rights that are incorporated in or necessary to the
use of the Work Product, Rau grants BFGoodrich and its subsidiaries, divisions,
affiliates, and related entities a royalty-free, irrevocable, worldwide,
non-exclusive license to use, disclose, reproduce, modify, license and
distribute such Work Product. Upon termination of this Agreement, or upon any
earlier request of BFGoodrich, the Work Product and all copies thereof shall be
provided to BFGoodrich.

7. Compliance With Laws/Conflict of Interest. Rau warrants that he will comply
with all applicable state, federal and local laws in rendering services to
BFGoodrich. Rau shall at all times conduct himself in good faith and in
accordance with the highest ethical standards. Rau will not, during the term of
this Agreement, accept employment with, render services to, or act as a member
of the board of directors of other entities without the prior written consent of
the BFGoodrich Chief Executive Officer. Rau shall provide such information as
may be reasonably requested by the Chief Executive Officer in deciding whether
consent is appropriate. Such consent shall not be unreasonably withheld.

8. Death or Disability. If Rau dies or becomes disabled during the term of this
Agreement such that he cannot perform the Services, he or his beneficiary shall







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nonetheless continue to receive the Compensation.

9. Termination. This Agreement shall terminate as specified in Paragraph 2
above. BFGoodrich may also terminate this Agreement on thirty days' notice
without liability for any remaining Compensation if Rau violates any law or
BFGoodrich policy, is disloyal or dishonest or acts in bad faith toward
BFGoodrich, has been grossly derelict in the performance of his job duties or
responsibilities, or has violated his undertakings in Paragraph 5, 6 or 7
hereof.

10. Modification. Any modification of this Agreement shall be made only by a
specific written amendment to this Agreement signed by Rau and the Chief
Executive Officer of BFGoodrich.

11. Severability. If any provision of this Agreement or the application thereof
is held invalid, such invalidity shall not affect any other provisions or
applications of this Agreement which can be given effect without the invalid
provisions or application, and to this end, the provisions of this Agreement are
declared to be severable.

12. Complete Agreement. This Agreement constitutes the full and complete
agreement between the parties with respect to the subject matter hereof. The
parties represent that they have read this entire Agreement and that its terms
and conditions are fully understood by them.

13. Governing Law. The parties expressly agree that this Agreement shall be
construed and governed by the law of the state of Ohio.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the dates set forth below.

                                           THE B.F.GOODRICH COMPANY

                                           BY: _________________________________
                                               Gary L. Habegger

                                           DATE:  ______________________________




                                           _____________________________________
                                           ROBERT H. RAU

                                           ADDRESS:

                                           _____________________________________

                                           _____________________________________

                                           Date:  ______________________________




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