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                                                                  EXHIBIT 10(OO)

                                    2000-2002
                       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 2002:

            ________ 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 three-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 equivalents will be
     credited to your account in the form of additional phantom Performance
     Shares at the same time and in the same amount as actual dividend payments
     on BFGoodrich common stock.

-    You will not earn any phantom Performance Shares if the Company's
     performance during the 2000 - 2002 period is below threshold performance.

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-    If threshold performance is achieved, the number of shares to be received
     free of further restrictions will range from 0% to 200% of your total
     phantom Performance Share account (including shares credited through
     dividend equivalents), based on attainment against goals set by the
     Compensation Committee.

-    Payments from the Plan, if any, at the end of the Plan cycle, will be made
     in actual shares of BFG common stock, less the number of shares to satisfy
     applicable withholding taxes.

-    New phantom Performance Share grants and performance targets are expected
     to be established for another three-year Plan cycle beginning in 2001.

-    If you become totally disabled under the Company's Long-Term Disability
     Plan, or retire under the Company's Retirement Program for Salaried
     Employees during the Plan cycle, you will receive a pro rata payout at the
     end of the Plan cycle, based upon the time portion of the cycle during
     which you were employed. The actual payout will not occur until after the
     end of the Plan cycle, at which time the financial performance for the
     entire Plan cycle will be used to determine the size of the award in that
     event.

-    If you die during a Plan cycle, you will receive a pro rata payout of your
     account, based upon financial results calculated for the portion of the
     cycle through the end of the fiscal quarter following your death.

-    If you terminate employment prior to the end of the Plan cycle for reasons
     other than death, disability or retirement, you will forfeit all
     Performance Shares.

-    The Compensation Committee of the Board of Directors retains the right in
     its sole discretion to reduce any award which would otherwise be payable,
     unless there has been a Change in Control, as defined in the Stock Option
     Plan.

-    Any income you derive from a payout of Performance Shares will not be
     considered eligible earnings for Company or subsidiary pension plans,
     savings plans, profit sharing plans or other benefit plans.

FOR MORE INFORMATION

If you have questions about the Long-Term Incentive Plan or need additional
information, contact Kevin Heslin at (704) 423-7094.

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