Outside Directors’ Equity Participation Plan – Goodyear Tire & Rubber Co.

1.

Purpose. The purpose of the Plan is to enable The Goodyear Tire &
Rubber Company (the “Company”) to (a) attract and retain outstanding individuals
to serve as non-employee directors of the Company, (b) further align the
interests of non-employee directors with the interests of the other shareholders
of the Company by making the amount of the compensation of non-employee
directors dependent in part on the value and appreciation over time of the
Common Stock of the Company, and (c) permit each non-employee director to defer
receipt of all or a portion of his or her annual retainer until after retirement
from the Board of Directors of the Company.

2.

Definitions. As used in the Plan, the following words and phrases
shall have the meanings specified below:

“Account” means any of, and “Accounts” means all of, the Equity
Participation Accounts and the Retainer Deferral Accounts maintained in the
records of the Company for Participants.

“Accrual” means any dollar amount credited to an Account, including
Special Accruals, Quarterly Accruals, Retainer Deferral Accruals, Dividend
Equivalents and Interest Equivalents.

“Beneficiary” means the person or persons designated by a Participant
pursuant to Section 12.

“Board” means the Board of Directors of the Company.

“Committee” means the Compensation Committee of the Board.

“Common Stock” means the Common Stock, without par value, of the
Company.

“Conversion Date” means, with respect to each Account of each Retired
Outside Director, the later of (i) the first business day of the seventh month
following the month during which such Retired Outside Director terminated his or
her service as a member of the Board, or (ii) the fifth business day of the
calendar year following the calendar year during which such Retired Outside
Director terminated his or her service as a member of the Board. For all
balances that are earned and vested after December 31, 2004, the term
“termination of service” means a separation from service as defined in Section
409A of the Code.

“Dividend Equivalent” means, with respect to each dividend payment
date for the Common Stock, an amount equal to the cash dividend per share of
Common Stock which is payable on such dividend payment date.

“Equity Grant Amount” means from October 1, 2008 through September 30, 2010,
$23,750; and for service on or after October 1, 2010, $27,500.

“Equity Participation Account” means a bookkeeping account maintained
by the Company for a Participant to which Quarterly Accruals and Dividend
Equivalents are credited in respect of Outside Directors through the Conversion
Date (and, with respect to each Outside Director serving as a Director on
February 2, 1996, a Special Accrual will be credited) and Interest Equivalents
are credited on Dollar denominated amounts subsequent to the Conversion Date,
which Account shall be denominated in Units until the Conversion Date and,
thereafter, for Units granted prior to January 1, 2009 shall be denominated in
dollars and for Units granted after December 31, 2008 (for service on or after
October 1, 2008) shall be denominated in shares of Common Stock except any
remaining fractional Unit shall be denominated in Dollars.

“Fair Market Value of Common Stock” means, in respect of any date on
or as of which a determination thereof is being or to be made, the closing
market price of the Common Stock reported on the New York Stock Exchange
Composite Transactions Tape on such date, or, if the Common Stock was not traded
on such date, on the next preceding day on which sales of shares of the Common
Stock were reported on the New York Stock Exchange Composite Transactions tape.

“Interest Equivalent” has the meaning assigned in Section 11(C).

“Outside Director” means and includes each person who, at the time any
determination thereof is being made, is a member of the Board and who is not and
never has been an employee of the Company or any subsidiary or affiliate of the
Company.

“Participant” means and includes, at the time any determination
thereof is being made, each Outside Director and each Retired Outside Director
who has a balance in his or her Accounts.

“Restricted Stock Unit” means the Units issued pursuant to a
Restricted Stock Grant under Section 8 of the Company153s 2008 Performance Plan,
or any successor equity compensation plan, so long as such Units remains subject
to the restrictions and conditions specified in this Plan pursuant to which such
Restricted Stock Grant is made.

“Retainer” means with respect to each Outside Director the retainer
fee payable to such Outside Director by the Company, plus all meeting attendance
fees payable by the Company to such Outside Director, in respect of a calendar
quarter.

“Retainer Deferral Account” means a bookkeeping account maintained by
the Company for a Participant to which Retainer Accruals and Dividend
Equivalents are credited through the Conversion Date and Interest Equivalents on
Dollar denominated amounts are credited subsequent to the Conversion Date, which

Account shall be denominated in Units until the Conversion Date and,
thereafter, for Units created prior to January 1, 2011 shall be denominated in
dollars and for Units created after December 31, 2010 shall be denominated in
shares of Common Stock except any remaining fractional Unit shall be denominated
in Dollars.

“Retired Outside Director” means an Outside Director who has
terminated his or her service as a member of the Board and is entitled to
receive distributions in respect of his or her Account or Accounts as provided
in Section 10.

“Plan” means The Goodyear Tire & Rubber Company Outside Directors153
Equity Participation Plan, the provisions of which are set forth herein.

“Quarterly Accrual” has the meaning assigned in Section 7.

“Retainer Deferral Accrual” has the meaning assigned in Section 8.

“Special Accrual” has the meaning assigned in Section 7.

“Unit” means an equivalent to a hypothetical share of Common Stock
which is the denomination into which all dollar Accruals (other than Interest
Equivalents) to any Account are to be translated. Upon the Accrual of any dollar
amount to any Account on or prior to the Conversion Date thereof, such dollar
amount shall be translated into Units by dividing the dollar amount of such
Accrual by the Fair Market Value of the Common Stock on the day on or as of
which such Accrual to the Account is made or, if not made on a day on which the
New York Stock Exchange is open for trading, on the trading day next following
the date of the Accrual. Additionally, each Restricted Stock Unit granted is
equal to one Unit. Units, and the translation thereof from dollars, shall be
calculated and recorded in the Accounts rounded to the fourth decimal place.

“Year of Service” means, with respect to each Outside Director, the
twelve month period commencing with the date of the individuals153 election as an
Outside Director or any anniversary thereof.

3.

Effective Date. The Plan is adopted on, and is effective on and after,
February 2, 1996.

4.

Eligibility. Each person who serves as an Outside Director at any time
subsequent to February 1, 1996 is eligible to participate in the Plan.

5.

Administration. Except with respect to matters expressly reserved for
action by the Board pursuant to the provisions of the Plan, the Plan shall be
administered by the Committee, which shall have the exclusive authority except
as aforesaid to take any action necessary or appropriate for the proper
administration of the Plan, including the full power and authority to interpret
the Plan and to adopt such rules, regulations and procedures consistent with the
terms of the Plan as the Committee deems necessary or appropriate. The
Committee153s interpretation of the Plan, and all actions taken within the scope
of its authority, shall be final and binding on the Company and the
Participants.

6.

Equity Participation Accounts. There shall be established and
maintained by the Company an Equity Participation Account with respect to each
Outside Director to which Accruals or Grants of Restricted Stock Units shall be
made from time to time in accordance with the provisions of the Plan.

7.

(A) Quarterly Accruals. On the first day of each calendar quarter,
commencing April 1, 2007 and ending on October 1, 2008 for service through
September 30, 2008, the Company shall credit $23,750 ($20,000 in respect of each
quarter during the period beginning July 1, 2005 and ended on December 31, 2006,
$17,500 in respect of each quarter during the period beginning July 1, 2004 and
ended on June 30, 2005, $7,500 in respect of each quarter during the period
beginning January 1, 2003 and ended on June 30, 2004, $2,500 in respect of each
quarter during the period beginning July 1, 1998 and ended on December 31, 2002
and $2,000 in respect of each quarter during the period beginning April 1, 1996
and ended on June 30, 1998) to the Equity Participation Account of each Outside
Director who is then a member of the Board of Directors and served as a member
of the Board for the entire calendar quarter ended immediately prior to such day
(each a “Quarterly Accrual”).

(B) (1) Special Accruals. The Company shall credit to the Equity
Participation Account of each Outside Director who was an Outside Director on
January 1, 2007, a $3,750 accrual as of April 2, 2007.

(B) (2) Special Accruals. On April 13, 2004, the Company shall credit
to the Equity Participation Account of each Outside Director eligible to receive
a quarterly accrual as of April 1, 2004, an additional credit in the amount of
$20,000.

(B) (3) Special Accruals. On February 2, 1996, the Company shall
credit to the Equity Participation Account of each Outside Director then serving
as a member of the Board of Directors a special, one-time credit (a “Special
Accrual”), the amount of which shall be determined in accordance with the
following formula:

where,

SP is the dollar amount of the Special Accrual in respect of a participating
Outside Director at February 2, 1996;

FRPA is the future value of an annuity at age 70 under the Retirement Plan
for Outside Directors (as provided by Watson Wyatt and based on the UP-1984
mortality table) that would be needed to provide a lifetime annuity at age 70
assuming the benefit increases 3% per year starting in 1997.

FQC is the future value of quarterly accruals, calculated on the value at age
70 of $1,000 quarterly accruals to the Equity Participation Account of the
participating Outside Director starting April 1, 1996, assuming a compound
annual growth rate of 8%.

N is the number of quarters until the Outside Director retires having
attained age 70.

(C) Restricted Stock Units Grant. Effective for service on or after
October 1, 2008 to be granted January 1, 2009 and on the first day of each
succeeding calendar quarter, each Outside Director who is then a member of the
Board of Directors and served as a member of the Board for any portion of the
calendar quarter ended immediately prior to such day, will be granted the number
of Restricted Stock Units that will be equal to the applicable Equity Grant
Amount (or the pro-rata amount based on the number of days of service in the
quarter if the Outside Director did not serve the whole quarter) divided by the
Fair Market Value of Common Stock for such grant date, or if the New York Stock
Exchange is not open for trading on such date, the grant date shall be the next
following trading date. For the last quarterly grant with respect to the last
quarter of Board service, any fractional amount of the applicable Equity Grant
Amount (or the pro-rata amount based on the number of days of service in the
quarter if the Outside Director did not serve the whole quarter) that is not
utilized in converting the grant into whole shares of Restricted Stock when
added to any outstanding fractional Restricted Stock Unit shall be paid in cash
when the shares are distributed pursuant to 10. (C). Effective for grants made
in respect of service on or after October 1, 2010, the Restricted Stock Units
are further restricted by only ratably vesting over three years, subject to
accelerated full vesting upon becoming a Retired Outside Director.

(D) Translation of Accruals into Units. Each Accrual (other than
Interest Equivalents) to an Equity Participation Account shall be translated
into Units by dividing the dollar amount thereof by the Fair Market Value of the
Common Stock on the day as of which such Accrual is made, or, if the date on or
as of which such Accrual is made is not a day on which the New York Stock
Exchange is open for trading, on the next following trading day. Upon such
translation of an Accrual into Units, the resulting number of Units shall be
credited to the relevant Equity Participation Account (in lieu of the dollar
amount of such Accrual) and such Accrual shall continue to be denominated in
such number of Units until the Conversion Date for such Account, when those
Units derived from Accruals (as compared to Units from Restricted Stock Unit
Grants) will be converted into a dollar amount equal to the product of (i) the
number of Units credited to such Account on such Conversion Date, multiplied by
(ii) the Fair Market Value of the Common Stock on such Conversion Date.

8.

Retainer Deferral Accounts. Each Outside Director may, at his or her
sole election, defer receipt of 25%, 50%, 75% or 100% of his or her Retainer
payable in respect of and during any calendar year by electing to have such
amount credited to his or her Retainer Deferral Account (herein referred to as a
“Retainer Account Accrual”). Each deferral election, if any, shall be made by an
Outside Director annually, must be in respect of an entire calendar year and
shall be made not later than, and shall become irrevocable as of, June 30th of
the year prior to the calendar year in respect of which such election is being
made. The dollar amount of each Retainer Account Accrual shall be translated (in
the manner specified in Section 7(D)) into Units on the date such Retainer
Account Accrual is credited to the relevant Retainer Deferral Account, which
shall be the day on which the payment of such portion of the Retainer would have
been made absent the election of the Outside Director to defer the payment of
all or a portion thereof. Upon such translation into Units, the resulting number
of Units shall be credited to the relevant Retainer Deferral Account (in lieu of
the dollar amount of such Accrual) and such Accrual shall continue to be
denominated in such number of Units until the Conversion Date, when for Units in
respect of deferrals elected

prior to January 1, 2011 applicable to plans years through December 31, 2010,
the Units will be converted into a dollar amount equal to the product of (i) the
number of Units credited to such Retainer Deferral Account on such Conversion
Date, multiplied by (ii) the Fair Market Value of the Common Stock of such
Conversion Date. For Units relating to deferrals effective on or after January
1, 2011, each Unit will be converted to a share of Common Stock and all such
shares of Common Stock will be delivered on the fifth business day of the
calendar quarter following the quarter of his or her separation from Board
service with any remaining fractional Unit paid in cash at that time.

9.

Dividend Equivalents. With respect to each Account and Restricted
Stock Unit, from time to time through the relevant Conversion Date each Unit in
such Account and Restricted Stock Unit shall be credited with a Dividend
Equivalent at the same time as cash dividends are paid on shares of the Common
Stock. Dividend Equivalents credited to each Account and Restricted Stock Unit
shall be automatically translated into Units or Restricted Stock Units by
dividing the dollar amount of such Dividend Equivalents by the Fair Market Value
of the Common Stock on the date the relevant Dividend Equivalent is accrued to
such Account and Restricted Stock Unit. The number of Units or Restricted Stock
Units resulting shall be credited to such Account and Restricted Stock Unit (in
lieu of the dollar amount of such Accrual) and such Accrual shall be denominated
in Units until the Conversion Date.

10.

Eligibility For Benefits. (A) Equity Participation Accounts.
(1) For all balances that were earned and vested prior to January 1, 2005, each
Retired Outside Director shall be entitled to receive the balance of his or her
Equity Participation Account in accordance with the provisions of Section 11 of
the Plan, unless the Board of Directors acts to reduce the amount of, or to deny
the payment of, the Equity Participation Account of such Retired Outside
Director; provided, however, that the Board of Directors shall not
have the authority to reduce the amount of, or to deny the payment of, the
Equity Participation Account of any Outside Director who terminates his or her
service on the Board of Directors if (i) prior to such termination of service,
the Retired Outside Director either (x) had five or more years of service and
had attained age 70, or (y) had ten or more years of service and had attained
age 65, or (ii) such termination was due to the death of the Outside Director.
Notwithstanding the foregoing, the Board may at any time deny the payment of, or
reduce the amount of, the Equity Participation Account of any Participant if, in
the opinion of the Board, such Participant was engaged in an act of misconduct
or otherwise engaged in conduct contrary to the best interest of the Company.
(2) For all balances that are earned or vested after December 31, 2004, each
Retired Outside Director shall be entitled to receive the balance of his or her
Equity Participation Account in accordance with the provisions of Section 11 of
the Plan for Units that are to be paid in Dollars (Units granted from Accruals
prior to January 1, 2009). Notwithstanding the foregoing, the Board may at any
time deny the payment of, or reduce the amount of, the Equity Participation
Account of any Participant if, in the opinion of the Board, such Participant was
engaged in an act of misconduct or otherwise engaged in conduct detrimental to
the Company.

(B)

Retainer Deferral Accounts. Each Retired Outside Director shall be
entitled to receive the balance, if any, of his or her Retainer Deferral Account
in accordance with the provisions of Section 11 of the Plan.

(C)

Restricted Stock Units. Each Outside Director will receive shares of Common
Stock for their Restricted Stock Units on the fifth business day of the calendar
quarter following the quarter of his or her separation from Board service.
Notwithstanding the foregoing, the Board may at any time deny the payment of, or
reduce the amount of, the Restricted Stock Units of any Participant if, in the
opinion of the Board, such Participant was engaged in an act of misconduct or
otherwise engaged in conduct detrimental to the Company.

11.

Payment of Accounts. (A) All distributions of Equity Participation
Accounts and Retainer Deferral Accounts to Participants shall be made in cash or
Common Stock pursuant to the terms of the Accrual, Grant or deferral according
to the provisions of the Plan.

(B) In the case of each Retired Outside Director, the Units credited to his
or her Equity Participation Account and Retainer Deferral Account, respectively,
shall, on the Conversion Date for such Retired Outside Director, be converted to
a dollar denominated amount by multiplying the number of Units that are to be
paid in Dollars in each of the Accounts by the Fair Market Value of the Common
Stock on such Conversion Date and for Units that are to be paid in Common Stock,
each Unit is equal to one share.

(C) For all balances that were earned and vested prior to January 1, 2005,
from and after the Conversion Date until paid, the balance (expressed in
dollars) of the Equity Participation Account, and, if any, of the Retainer
Deferral Account, of each Retired Outside Director shall be credited monthly
until paid with “Interest Equivalents”, which shall be equal to one-twelfth
(1/12th) of the product of (x) the dollar balance of such Account, multiplied by
(y) the sum (expressed as a decimal to six places) of the rate equivalent to the
prevailing annual yield of United States Treasury obligations having a maturity
of ten years (or, if not exactly ten years, as close to ten years as possible
without exceeding ten years) at the Conversion Date, plus one percent (1%).

(D) (1) For all balances that were earned and vested prior to January 1,
2005, the Accounts of each Retired Outside Director will be paid in ten (10)
annual installments commencing on the fifth business day following the
Conversion Date with respect to such Accounts, and thereafter on each
anniversary of such Conversion Date; each installment to be in an amount equal
to the total dollar balance of such Accounts on the fifth business day prior to
the date such annual installment is due and payable divided by the number of
installments remaining (including the annual installment then being calculated
for payment) to be paid.

(D) (2) For all balances that are earned or vested after December 31, 2004,
the payment of such balance for Units that are to be paid in Dollars (Units
created from Accruals prior to January 1, 2009) shall be made in a lump sum
payment on the fifth business day following the Conversion Date in respect of
such Retired Outside Director. For Units relating to deferrals effective on or
after January 1, 2011, each Unit will be converted to a share of Common Stock
and all such shares of Common Stock will be delivered on the fifth business day
of the calendar quarter following the quarter of his or her separation from
Board service with any remaining fractional Unit paid in cash at that time.

(E) (1) For all balances that were earned and vested prior to January 1,
2005, the Committee may, in its sole discretion, elect to pay the Equity
Participation Account or the

Retainer Deferral Account, or both, of any Retired Outside Director in a lump
sum or in fewer than ten installments. In the event that the Committee shall
elect to make a lump sum payment of an Account of any Retired Outside Director
(or to make payment thereof in fewer than ten annual installments), the payment
of such lump sum shall be made (or such installments shall commence) on the
fifth business day following the Conversion Date in respect of such Retired
Outside Director.

(F) In the event of the death of an Outside Director, the entire balance of
his or her Accounts shall be eligible for payment which shall be made in a lump
sum on the Conversion Date for his or her Accounts.

(G) In the event of the death of a Retired Outside Director, the entire
balance of his or her Accounts(s) shall be paid on the Conversion Date for his
or her Accounts (if it has not occurred) or on the next occurring anniversary
thereof.

12.

Designation of Beneficiary. A Participant may designate a person or
persons (the “Beneficiary”) to receive, after the Participant153s death, any
remaining benefits payable under the Plan. Such designation shall be made by the
Participant on a form prescribed by the Committee. The Participant may at any
time change or revise such designation by filing a new form with the Committee.
The person or persons named as beneficiary in the designation of beneficiary
form duly completed and filed with the Company bearing the most recent date will
be the Beneficiary. All payments due under the Plan after the death of a
Participant shall be made to his or her Beneficiary, except that (i) if the
Participant does not designate a Beneficiary or the Beneficiary predeceases the
Participant, any remaining benefits payable under the Plan after the
Participant153s death shall be paid to the Participant153s estate, and (ii) if the
Beneficiary survives the Participant but dies prior to receiving the benefits
payable under the Plan, the benefits under the Plan shall be paid to the
Beneficiary153s estate.

13.

Amendment and Termination. The Board may at any time, or from time to
time, amend or terminate the Plan; provided, however, that no such
amendment or termination shall reduce Plan benefits which accrued prior to such
amendment or termination without the prior written consent of each person
entitled to receive benefits under the Plan who is adversely affected by such
action; and, provided further, that the Plan shall not be amended more
frequently than once every six months, other than to comply with changes in the
Internal Revenue Code, the Employee Retirement Income Security Act, or the rules
promulgated thereunder.

Notwithstanding the foregoing, no termination or amendment of this Plan may
accelerate payment of post-2004 benefits to any Participant except under the
following conditions:

(1) The Company may terminate and liquidate the Plan within 12 months of a
corporate dissolution taxed under section 331 of the Internal Revenue Code, or
with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A),
provided that the amounts deferred under the Plan are included in the
Participants153 gross incomes in the latest of the following years (or, if earlier
the taxable year in which the amount is actually or constructively received):
(a) the calendar year in which the Plan termination and liquidation occurs; (b)
the first calendar year in which the amount is no longer subject to a

substantial risk of forfeiture; or (c) the first calendar year in which the
payment is administratively practicable.

(2) The Company may terminate and liquidate the Plan pursuant to irrevocable
action taken by the Board of Directors within the 30 days preceding or the 12
months following a change in control event (as defined in Treasury Regulation
§1.409A-3(i)(5)), provided that this paragraph will only apply to a payment
under a plan if all agreements, methods, programs, and other arrangements
sponsored by the Company immediately after the time of the change in control
event with respect to which deferrals of compensation are treated as having been
deferred under a single plan under Treasury Regulation §1.409A-1(c)(2) are
terminated and liquidated with respect to each Participant that experienced the
change in control event, so that under the terms of the termination and
liquidation all such participants are required to receive all amounts of
compensation deferred under the terminated agreements, methods, programs and
other arrangements within 12 months of the date the Company irrevocably takes
all necessary action to terminate and liquidate the agreements, methods,
programs, and other arrangements.

(3) The Company may terminate and liquidate the Plan, provided that (a) the
termination and liquidation does not occur proximate to a downturn in the
financial health of the Company; (b) the Company terminates and liquidates all
agreements, methods, programs, and other arrangements sponsored by the Company
that would be aggregated with any terminated and liquidated agreements, methods,
programs, and other arrangements under Treasury Regulation §1.409-1(c) if any
Participant had deferrals of compensation under all of the agreements, methods,
programs, and other arrangements that are terminated and liquidated; (c) no
payments in liquidation of the Plan are made within 12 months of the date the
Company takes all necessary action to irrevocably terminate and liquidate the
Plan other than payments that would be payable under the terms of the Plan if
the action to terminate and liquidate the Plan had not occurred; (d) all
payments are made within 24 months of the date the Company takes all necessary
action to irrevocably terminate and liquidate the Plan; and (e) the Company does
not adopt a new plan that would be aggregated with any terminated and liquidated
plan under Treasury Regulation §1.409A-1(c) if the same service provider
participated in both plans, at any time within three years following the date
the service recipient takes all necessary action to irrevocably terminate and
liquidate the Plan.

14.

Plan Unfunded, Rights Unsecured. With respect to the Equity
Participation Account and the Retainer Deferral Account, the Plan is unfunded.
Each Account under the plan represents only a general contractual conditional
obligation of the Company to pay in cash or shares of Common Stock the balance
thereof in accordance with the provisions of the Plan. All Restricted Stock
Units or shares of Common Stock granted or payable under the Plan will be made
from and pursuant to the Company153s 2008 Performance Plan, or any successor
equity compensation plan.

15.

Assignability. All payments under the Plan shall be made only to the
Participant or his or her duly designated Beneficiary (in the event of his or
her death). Except pursuant to Section 12 or the laws of descent and
distribution and except as may be required by law, the right to receive payments
under the Plan may not be assigned or transferred by, and are not subject to the
claims of creditors of, any Participant or his or her Beneficiary during his or
her lifetime.

16.

Change in the Common Stock. In the event of any stock dividend, stock
split, recapitalization, merger, split-up or other change affecting the Common
Stock of the Company, the Units in each Account shall be adjusted in the same
manner and proportion as the change to the Common Stock.

17.

Quarterly Statements of Accounts : Valuation. Each calendar quarter
the Company will prepare and send to each Participant a statement reporting the
status of his or her Account or Accounts and Restricted Stock Units as of the
close of business on the last business day of the prior calendar quarter. To the
extent an Account is denominated in Units, the value of the Units and Restricted
Stock Units will be reported at the Fair Market Value of the Common Stock on the
relevant valuation date.

18.

No Other Rights. Neither the establishment of the Plan, nor any action
taken thereunder, shall in any way obligate the Company to nominate an Outside
Director for re-election or continue to retain an Outside Director on the Board
or confer upon any Outside Director any other rights in respect of the Company.

19.

Successors of the Company. The Plan shall be binding upon any
successor to the Company, whether by merger, acquisition, consolidation or
otherwise.

20.

Law Governing. The Plan shall be governed by the laws of the State of
Ohio.