Code of Regulations (Bylaws) – Goodyear Tire & Rubber Co.

THE GOODYEAR TIRE & RUBBER COMPANY

Code of Regulations

Adopted November 22, 1955

As Amended April 5, 1965, April 7, 1980, April 6,
1981,

April 13, 1987, May 7, 2003, April 26, 2005, April 11,
2006,

April 7, 2009, October 6, 2009, October 5, 2010

and October 4, 2011

CODE OF REGULATIONS

ARTICLE I

SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of shareholders of the
Company for the election of directors, the consideration of reports to be laid
before such meeting, and the transaction of such other business as may properly
be brought before such meeting, shall be held at the principal office of the
Company in Akron, Ohio, at nine o153clock a.m., or at such other place within or
without the State of Ohio or time as may be designated by the Board of Directors
or by the Chairman of the Board and specified in the notice of the meeting, on
the second Tuesday of April in each year, unless the Board of Directors by
resolution shall fix a different date, which date may be any day, other than a
Sunday or a legal holiday, during the period beginning April 1 and ending June
30 of such year, in which event the meeting shall be held on the date set by
such resolution.

SECTION 2. Special Meetings. Special meetings of the shareholders of
the Company may be held on any business day, when called by the Chairman of the
Board, the Chief Executive Officer, the President, or a Vice President, or by
the Board acting at a meeting, or by a majority of the directors acting without
a meeting, or by the persons who hold twenty-five percent of all shares
outstanding and entitled to vote thereat. Upon request in writing delivered
either in person or by registered mail to the Chief Executive Officer, the
President or the Secretary by any persons entitled to call a meeting of
shareholders, such officer shall forthwith cause to be given to the shareholders
entitled thereto notice of a meeting to be held on a date not less than seven or
more than sixty days after the receipt of such request, as such officer may fix.
If such notice is not given within thirty days after the delivery or mailing of
such request, the persons calling the meeting may fix the time of the meeting
and give notice thereof in the manner provided by law or as provided in these
Regulations, or cause such notice to be given by any designated representative.
Each special meeting shall be called to convene between nine o153clock a.m. and
four o153clock p.m. and shall be held at the principal office of the Company in
Akron, Ohio, unless the same is called by the directors, acting with or without
a meeting, in which case such meeting may be held at any place either within or
without the State of Ohio designated by the directors and specified in the
notice of such meeting.

SECTION 3. Notice of Meetings. Not less than seven or more than
sixty days before the date fixed for a meeting of shareholders, written notice
stating the time, place, and purposes of such meeting shall be given by or at
the direction of the Secretary or an Assistant Secretary or any other person or
persons required or permitted by these Regulations to give such notice. The
notice shall be given by personal delivery, by mail, by overnight delivery
service or by any other means of communication authorized by the shareholder to
whom notice is given, to each shareholder entitled to notice of the meeting who
is of record as of the day next preceding the day on which notice is given or,
if a record date therefor is duly fixed, of record as of said date; if mailed or
sent by overnight

delivery service, the notice shall be addressed to the shareholders at their
respective addresses as they appear on the records of the Company. If sent by
any other means of communication authorized by the shareholder, the notice shall
be sent by such means of communication as authorized by the shareholder for
those transmissions. Notice of the time, place, and purposes of any meeting of
shareholders may be waived in writing, either before or after the holding of
such meeting, by any shareholder, which writing shall be filed with or entered
upon the records of the meeting.

SECTION 4. Quorum; Adjournment. Except as may be otherwise provided
by law or by the Articles of Incorporation, at any meeting of the shareholders
the holders of shares entitling them to exercise a majority of the voting power
of the Company present in person or by proxy shall constitute a quorum for such
meeting; provided, however, that no action required by law, the Articles, or
these Regulations to be authorized or taken by a designated proportion of the
shares of the Company may be authorized or taken by a lesser proportion; and
provided, further, that the holders of a majority of the voting shares
represented thereat, whether or not a quorum is present, may adjourn such
meeting from time to time; if any meeting is adjourned, notice of such
adjournment need not be given if the time and place to which it is adjourned are
fixed and announced at such meeting.

SECTION 5. Proxies. Persons entitled to vote shares or to act with
respect to shares may vote or act in person or by proxy. The person appointed as
proxy need not be a shareholder.

SECTION 6. Approval and Ratification of Acts of Officers and Board.
Except as otherwise provided by the Articles of Incorporation or bylaw, any
contract, act, or transaction, prospective or past, of the Company, of the
Board, or of the officers may be approved or ratified at a meeting of the
shareholders by the affirmative vote of the holders of shares entitling them to
exercise a majority of the voting power of the Company, or by the written
consent, with or without a meeting, of the shareholders in the manner and to the
extent permitted by the Ohio General Corporation Law, provided that any such
written consent shall be signed by the holders of shares entitling them to
exercise no less than a majority of the voting power of the Company. Such
approval or ratification shall be as valid and binding as though affirmatively
voted for or consented to by every shareholder of the Company.

SECTION 7. Order of Business.

(a) The Chairman of the Board, or such other officer of the Company as may be
designated by the Board of Directors, will call meetings of the shareholders to
order and will preside at the meetings. Unless otherwise determined by the Board
of Directors prior to the meeting, the presiding officer will determine the
order of business at the meeting and have the authority to regulate the conduct
of the meeting, including (i) limiting the persons (other than shareholders or
their duly appointed proxies) who may attend the meeting and (ii) establishing
rules of conduct and such other procedures as the presiding officer may deem
appropriate for the orderly conduct of the meeting.

(b) At any annual or special meeting of the shareholders, only such business
as is properly brought before the meeting will be considered. To be properly
brought before a meeting, business must be a proper matter for shareholder
action and be (i) specified in the notice of the meeting (or any supplement to
that notice) given in accordance with Section 2 or Section 3 of this Article I,
as the case may be, (ii) brought before the meeting by the presiding officer or
by or at the direction of the Board of Directors, or (iii) properly requested by
a shareholder to be brought before the meeting in accordance with subsection (c)
of this Section 7.

(c) For business to be properly requested by a shareholder to be brought
before a meeting of the shareholders, the shareholder must (i) be a shareholder
of the Company of record at the time of the giving of the notice of the business
and at the time of the meeting, (ii) be entitled to vote at the meeting, and
(iii) have given timely written notice of the business to the Secretary. To be
timely, a shareholder153s notice must be delivered to or mailed and received by
the Secretary at the principal executive offices of the Company, in the case of
an annual meeting, not earlier than the one hundred twentieth calendar day and
not later than the close of business on the ninetieth calendar day prior to the
anniversary of the previous year153s annual meeting and, in the case of a special
meeting, not later than the close of business on the tenth calendar day after
the date of such meeting is first publicly disclosed. In no event shall the
adjournment or postponement of an annual or special meeting commence a new time
period (or extend the time period) for the giving of a shareholder153s notice. A
shareholder153s notice must set forth, as to each matter the shareholder proposes
to bring before the meeting: (A) a description in reasonable detail of the
business proposed to be brought before the meeting and the reasons therefor; (B)
the name and address, as they appear on the Company153s books, or, if different,
the current name and address of the shareholder proposing such business and of
the beneficial owner, if any, on whose behalf the proposal is made; (C) the
class and number of shares that are owned of record or beneficially by the
shareholder and by any such beneficial owner as of the date of the notice, and a
representation that the shareholder will notify the Company in writing of the
class and number of shares that are owned of record or beneficially by the
shareholder and by any such beneficial owner as of the record date for the
meeting promptly following the later of the record date or the date notice of
the record date is first publicly disclosed; (D) a description of any material
interest that the shareholder or any such beneficial owner may have in the
business; (E) a description of any agreement, arrangement or understanding with
respect to such business between or among the shareholder and any of its
affiliates or associates, and any others (including their names) acting in
concert with any of the foregoing, and a representation that the shareholder
will notify the Company in writing of any such agreement, arrangement or
understanding in effect as of the record date for the meeting promptly following
the later of the record date or the date notice of the record date is first
publicly disclosed; (F) a description of any agreement, arrangement or
understanding (including any derivative or short positions, profit interests,
options, hedging transactions, and borrowed or loaned shares) in effect as of
the date of the notice by, or on behalf of, the shareholder or any of its
affiliates or associates, the effect or intent of which is to mitigate loss to,
manage risk or benefit of share price changes for, or increase or decrease the
voting power of the shareholder or any

of its affiliates or associates with respect to shares of common stock of the
Company (including an increase or decrease in such voting power resulting from
any business practice or custom), and a representation that the shareholder will
notify the Company in writing of any such agreement, arrangement, understanding,
business practice or custom in effect as of the record date for the meeting
promptly following the later of the record date or the date notice of the record
date is first publicly disclosed; (G) a representation that the shareholder
intends to appear in person or by proxy at the meeting to propose such business;
and (H) a representation whether the shareholder intends to deliver a proxy
statement and/or form of proxy to holders of at least the percentage of the
Company153s outstanding shares required to approve the proposal and/or otherwise
to solicit proxies from shareholders in support of the proposal. Notwithstanding
the foregoing provisions of this Section 7(c), in order for a shareholder to
submit a proposal for inclusion in the Company153s proxy statement for an annual
meeting of shareholders, the shareholder must comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended, including Rule
14a-8 (or any comparable successor rule or regulation), and the rules and
regulations thereunder. The provisions of this Section 7(c) will not be deemed
to prevent a shareholder from submitting proposals for inclusion in the
Company153s proxy statement pursuant to those rules and regulations.

(d) The determination of whether any business sought to be brought before any
annual meeting or special meeting of the shareholders is properly brought in
accordance with this Section 7 will be made by the presiding officer of the
meeting. If the presiding officer determines that any business is not properly
brought before the meeting, he or she will so declare to the meeting, and the
business will not be considered or acted upon.

ARTICLE II

BOARD OF DIRECTORS

SECTION 1. Number; Authority. The Board of Directors shall be
composed of eleven members unless the number of members of the Board of
Directors is changed by action of the shareholders taken in accordance with the
laws of the State of Ohio, the Articles of Incorporation and these Regulations
or by a resolution adopted by the affirmative vote of a majority of the
directors then in office. The directors may, from time to time, increase or
decrease the number of directors, provided that the directors shall not increase
the number of directors to more than fifteen persons or decrease the number of
directors to less than nine persons. Any director153s office that is created by an
increase in the number of directors pursuant to action taken by the Board of
Directors may be filled by the vote of a majority of the directors then in
office. No reduction in the number of directors by action taken by the
shareholders or the directors shall, of itself, shorten the term or result in
the removal of any incumbent director. Except where the law, the Articles of
Incorporation or these Regulations require action to be authorized or taken by
the shareholders, all of the authority of the Company shall be exercised by the
directors.

SECTION 2. Election of Directors; Term of Office.

(a) At each annual meeting of shareholders, or at a special meeting called
for the purpose of electing directors, each director shall be elected for a term
expiring at the next annual meeting of shareholders following his or her
election as a director and shall hold office until his or her successor is
elected and qualified, or until his or her earlier resignation, removal from
office or death.

(b) At a meeting of the shareholders at which directors are to be elected,
only persons properly nominated as candidates will be eligible for election as
directors. Candidates may only be properly nominated (i) by the Board of
Directors or (ii) by any shareholder in accordance with subsection (c) of this
Section 2.

(c) For a shareholder properly to nominate a candidate for election as a
director at a meeting of the shareholders, the shareholder must (i) be a
shareholder of the Company of record at the time of the giving of the notice of
the nomination and at the time of the meeting, (ii) be entitled to vote at the
meeting in the election of directors, and (iii) have given timely written notice
of the nomination to the Secretary. To be timely, a shareholder153s notice must be
delivered to or mailed and received by the Secretary at the principal executive
offices of the Company, in the case of an annual meeting, not earlier than the
one hundred twentieth calendar day and not later than the close of business on
the ninetieth calendar day prior to the anniversary of the previous year153s
annual meeting and, in the case of a special meeting, not later than the close
of business on the tenth calendar day after the date of such meeting is first
publicly disclosed. In no event shall the adjournment or postponement of an
annual or special meeting commence a new time period (or extend the time period)
for the giving of a shareholder153s notice. A shareholder153s notice must set forth,
as to each candidate: (A) the name, age, business address and residence address
of the candidate; (B) the principal occupation or employment of the candidate;
(C) the number of shares of common stock of the Company that are owned of record
or beneficially by the candidate; (D) all of the information about the candidate
required to be disclosed in a proxy statement complying with the rules and
regulations of the Securities and Exchange Commission used in connection with
the solicitation of proxies for the election of the candidate as a director; (E)
the written consent of the candidate to serve as a director if elected and a
representation that the candidate (i) does not and will not have any undisclosed
voting commitments or other undisclosed arrangements with respect to his or her
actions as a director and (ii) will comply with these Regulations and all
applicable publicly disclosed corporate governance, conflict of interest,
confidentiality and share ownership and trading policies and guidelines of the
Company; (F) the name and address, as they appear on the Company153s books, or, if
different, the current name and address of the shareholder making such
nomination and of the beneficial owner, if any, on whose behalf the nomination
is made; (G) the class and number of shares that are owned of record or
beneficially by the shareholder and by any such beneficial owner as of the date
of the notice, and a representation that the shareholder will notify the Company
in writing of the class and number of shares that are owned of record or
beneficially by the shareholder and by any such beneficial owner as of the
record date for

the meeting promptly following the later of the record date or the date
notice of the record date is first publicly disclosed; (H) a description of any
agreement, arrangement or understanding with respect to such nomination between
or among the shareholder and any of its affiliates or associates, and any others
(including their names) acting in concert with any of the foregoing, and a
representation that the shareholder will notify the Company in writing of any
such agreement, arrangement or understanding in effect as of the record date for
the meeting promptly following the later of the record date or the date notice
of the record date is first publicly disclosed; (I) a description of any
agreement, arrangement or understanding (including any derivative or short
positions, profit interests, options, hedging transactions, and borrowed or
loaned shares) in effect as of the date of the notice by, or on behalf of, the
shareholder or any of its affiliates or associates, the effect or intent of
which is to mitigate loss to, manage risk or benefit of share price changes for,
or increase or decrease the voting power of the shareholder or any of its
affiliates or associates with respect to shares of common stock of the Company
(including an increase or decrease in such voting power resulting from any
business practice or custom), and a representation that the shareholder will
notify the Company in writing of any such agreement, arrangement, understanding,
business practice or custom in effect as of the record date for the meeting
promptly following the later of the record date or the date notice of the record
date is first publicly disclosed; (J) a representation that the shareholder
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; and (K) a representation whether the
shareholder intends to deliver a proxy statement and/or form of proxy to holders
of the Company153s outstanding common stock and/or otherwise to solicit proxies
from shareholders in support of the nomination. The Company may require any
proposed nominee to furnish such other information as it may reasonably require
to determine the eligibility of such proposed nominee to serve as an independent
director of the Company (as provided for in the Company153s Corporate Governance
Guidelines) or that could be material to a reasonable shareholder153s
understanding of the independence, or lack thereof, of such nominee from the
Company, the nominating shareholder and their respective affiliates or
associates.

(d) The determination of whether any nomination sought to be brought before
any meeting of the shareholders is properly made in accordance with this Section
2 will be made by the presiding officer of the meeting. If the presiding officer
determines that one or more of the candidates has not been nominated in
accordance with this Section 2, he or she will so declare to the meeting, and
the candidates will not be considered or voted upon.

SECTION 3. Vacancies; Resignations; Removal of Directors. In the
event of the occurrence of any vacancy or vacancies in the Board, however
caused, the remaining directors, though less than a majority of the whole
authorized number of directors, may, by the vote of a majority of their number,
fill any such vacancy for the unexpired term. Any director may resign at any
time by oral statement to that effect made at a meeting of the Board or in a
writing to that effect delivered to the Secretary, such resignation to take
effect immediately or at such other time thereafter as the director may specify.
All the directors, or any individual director, may be removed from office by the
vote of the holders of shares entitling them to exercise two-thirds of the
voting power of the Company entitled

to vote to elect directors in place of the director or directors to be
removed, provided that unless all the directors are removed, no individual
director shall be removed if the votes of a sufficient number of shares are cast
against such director153s removal which, if cumulatively voted at an election of
all the directors would be sufficient to elect at least one director; provided
further, that, if shareholders do not have the right to vote cumulatively under
the laws of the State of Ohio or the Articles of Incorporation, such directors
or individual director may be removed from office by the vote of the holders of
shares entitling them to exercise two-thirds of the voting power of the Company
entitled to vote to elect directors in place of the director or directors to be
removed. In the event of any such removal, a new director may be elected at the
same meeting for the unexpired term of each director removed. Failure to elect a
director to fill the unexpired term of any director so removed from office shall
be deemed to create a vacancy in the Board of Directors. Notwithstanding Article
X of these Regulations, the provisions of this Section 3 of Article II may be
amended, repealed or supplemented only by the shareholders at a meeting held for
such purpose by the affirmative vote of the holders of shares entitling them to
exercise two-thirds of the voting power of the Company on such proposal.

SECTION 4. Meetings. Immediately after each annual meeting of the
shareholders, the newly elected directors shall hold an organizational meeting
for the purpose of electing officers and transacting any other business. Notice
of such meeting need not be given. Other meetings of the Board may be held at
any time within or without the State of Ohio in accordance with the bylaws,
resolutions, or other action by the Board. Unless otherwise expressly stated in
the notice thereof, any business may be transacted at any meeting of the Board.

SECTION 5. Quorum; Adjournment. A quorum of the Board shall consist
of a majority of the directors then in office; provided that a majority of the
directors present at a meeting duly held, whether or not a quorum is present,
may adjourn such meeting from time to time; if any meeting is adjourned, notice
of adjournment need not be given if the time and place to which it is adjourned
are fixed and announced at such meeting. At each meeting of the Board at which a
quorum is present, all questions and business shall be determined by a majority
vote of those present except as in these Regulations otherwise expressly
provided.

SECTION 6. Committees. The Board may from time to time create or
appoint an Executive Committee and any other committee or committees deemed
advisable by the Board for the proper transaction of the Company153s business. Any
such committee shall be composed of not less than three directors, each of whom
shall serve at the pleasure of, and be subject at all times to the control and
direction of, the Board. Any such committee shall act only in the intervals
between meetings of the Board and shall have such authority as adheres to the
committee by virtue of the provisions of this section or as may, from time to
time, be delegated by the Board, except that no committee shall have authority
to fill vacancies in the Board or in any committee of the Board. Subject to the
aforesaid exceptions, and in the absence of express delegation of authority by
the Board, the Executive Committee may transact all business and do and perform
all things which may

or might be transacted or done by the Board. Subject to the aforesaid
exceptions with respect to the filling of vacancies in the Board or in any
committee, any person dealing with the Company shall be entitled to rely upon
any act of, or authorization of any act by, such committees, to the same extent
as an act or authorization of the Board. Each committee shall keep full and
complete records of all meetings and actions, which shall be open to inspection
by the directors. Unless otherwise ordered by the Board, any such committee may
prescribe its own rules for calling and holding meetings, and for its own method
of procedure, and may act by a majority of its members at a meeting or without a
meeting by a writing or writings signed by all of its members. The directors may
appoint one or more alternate members of any such committee to take the place of
any absent member or members at any meeting of such committee and, if permitted
by law, to join in any action of such committee authorized or taken without a
meeting; each such alternate shall serve at the pleasure of, and be subject at
all times to the control and direction of, the Board.

SECTION 7. Bylaws. The Board may adopt bylaws for its own
government, not inconsistent with the Articles of Incorporation or these
Regulations.

ARTICLE III

OFFICERS

SECTION 1. Election and Designation of Officers. The Board, at its
organizational meeting, may elect a Chairman of the Board and shall elect a
Chief Executive Officer, a President, a Secretary, a Treasurer, and, in its
discretion, at any meeting of the Board, may elect one or more Vice Presidents,
one or more Assistant Secretaries, one or more Assistant Treasurers, a
Controller, one or more Assistant Controllers, and such other officers as the
Board may deem necessary. The Chairman of the Board shall be a director, but no
one of the other officers need be a director. Any two or more of such offices
may be held by the same person, but no officer shall execute, acknowledge, or
verify any instrument in more than one capacity for the Company, if such
instrument is required to be executed, acknowledged, or verified by two or more
officers.

SECTION 2. Term of Office; Vacancies. The officers of the Company
shall hold office until the next organizational meeting of the Board and until
their successors are elected, except in case of resignation, death, or removal.
The Board may remove any officer at any time with or without cause by a
two-thirds vote of the members of the Board then in office. Any vacancy in any
office may be filled by the Board.

SECTION 3. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of shareholders and of the Board and shall have
such authority and perform such duties as the Board may determine.

SECTION 4. Chief Executive Officer and President. Subject to
directions of the Board, the Chief Executive Officer shall have general
executive supervision over the property, business, and affairs of the Company.
The President, who may also be the Chief

Executive Officer, shall have such authority and perform such duties as the
Board may determine. Unless otherwise determined by the Board, when
circumstances prevent the Chief Executive Officer from acting, the President (if
different) shall perform all the duties and possess all the authority of the
Chief Executive Officer. Unless otherwise determined by the Board, when
circumstances prevent the President from acting, the other officers of the
Company shall perform all the duties and possess all the authority of the
President, and shall have priority in the performance of such duties and
exercise of such authority in the order designated by the Board.

SECTION 5. Vice Presidents. The Vice Presidents shall have such
authority and perform such duties as the Board may determine.

SECTION 6. Secretary. The Secretary shall keep the minutes of
meetings of the shareholders and of the Board. He or she shall keep such books
as may be required by the Board, shall give notices of shareholders153 meetings
and of Board meetings required by law, or by these Regulations, or otherwise,
and shall make such certifications as he or she deems necessary or advisable.

SECTION 7. Treasurer. The Treasurer shall receive and have in charge
all money, bills, notes, bonds, stocks in other corporations, and similar
property belonging to the Company, and shall do with the same as may be ordered
by the Board. He or she shall keep accurate financial accounts and hold the same
open for the inspection and examination of the directors.

SECTION 8. Controller. The Controller shall have general charge and
supervision of the preparation of financial reports.

SECTION 9. Other Officers. The Assistant Secretaries, Assistant
Treasurers, and Assistant Controllers, if any, in addition to such authority and
duties as the Board may determine, shall have such authority and perform such
duties as may be directed by their respective principal officers.

SECTION 10. Authority and Duties. The officers shall have such
authority and perform such duties, in addition to those specifically set forth
in these Regulations, as the Board may determine. The Board is authorized to
delegate the duties of any officer to any other officer and generally to control
the action of the officers and to require the performance of duties in addition
to those mentioned herein.

ARTICLE IV

COMPENSATION

The Board, by the affirmative vote of a majority of the directors in office,
and irrespective of any personal interest of any of them, shall have authority
to establish reasonable compensation, which may include pension, disability and
death benefits, for

services to the Company by directors and officers, or to delegate such
authority to one or more officers or directors.

ARTICLE V

INDEMNIFICATION

(a) The Company shall indemnify each person who is or was a director, officer
or employee of the Company, or is or was serving at the request of the Company
as a director, trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other entity or enterprise,
against any and all liability and reasonable expense that may be incurred by him
or her in connection with or resulting from any threatened, pending, or
completed claim, action, suit, or proceeding (whether brought by or in the right
of the Company or such other entity or otherwise), civil, criminal,
administrative, or investigative, or in connection with an appeal relating
thereto, in which he or she may become involved, as a party or otherwise, by
reason of being or having been a director, officer, or employee of the Company
or a director, trustee, officer, employee, member, manager, or agent of such
other entity, or by reason of any past or future action taken or not taken in
such capacity, whether or not he or she continues to be such at the time such
liability or expense is incurred, provided such person acted, in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the Company or such other entity, as the case may be, and, in
addition, in any criminal action or proceeding, had no reasonable cause to
believe that his or her conduct was unlawful.

(b) As used in this Article, the terms “liability” and “expense” shall
include, but shall not be limited to, counsel fees and disbursements and amounts
of judgments, fines, or penalties against, and amounts paid in settlement by, a
person referred to in this Article other than amounts paid to the Company itself
or to such other entity served at the Company153s request. The termination of any
claim, action, suit, or proceeding, civil, criminal, administrative, or
investigative, by judgment, order, settlement (whether with or without court
approval) or conviction or upon a plea of guilty or of nolo contendere or its
equivalent, shall not create a presumption that such person did not meet the
standards of conduct set forth in paragraph (a) of this Article.

(c) To the extent that any such person referred to in this Article has been
successful, on the merits or otherwise, in defense of any claim, action, suit,
or proceeding of the character described herein, or in defense of any claim,
issue, or matter therein, he or she shall be entitled to indemnification as of
right. Except as provided in the preceding sentence, any indemnification
hereunder shall be made only if (1) the Board, acting by a quorum consisting of
directors who are not parties to (or who have been successful with respect to)
such claim, action, suit, or proceeding, shall find that the person has met the
standards of conduct set forth in paragraph (a) of this Article, (2) independent
legal counsel (who may be the regular counsel of the Company) selected by a
quorum consisting of directors who are not parties to (or who have been
successful with respect to) such claim, action, suit, or proceeding shall
deliver to the Company their written advice that, in their

opinion, such person has met such standards, or (3) the court in which such
claim, action, suit, or proceeding was brought finds that such person has met
such standards. In the event of a change in control of the Company, the
independent legal counsel referred to in clause (2) of the immediately preceding
sentence shall be selected by the person seeking indemnification hereunder.

(d) Expense incurred with respect to any such claim, action, suit, or
proceeding may be advanced by the Company prior to the final disposition thereof
upon receipt of an undertaking by or on behalf of the recipient to repay such
amount unless it shall ultimately be determined that he or she is entitled to
indemnification under this Article.

(e) The rights of indemnification provided in this Article shall be in
addition to any rights to which any person concerned may otherwise be entitled
by contract or as a matter of law, and shall continue as to a person who has
ceased to serve in a capacity referred to in this Article and shall inure to the
benefit of the heirs, executors, and administrators of any such person.

(f) In the case of a merger into this Company of a constituent corporation
that, if its separate existence had continued, would have been required to
indemnify its directors, trustees, officers, employees, members, managers, or
agents in specified situations, any person who served as a director, officer, or
employee of the constituent corporation, or served at the request of the
constituent corporation as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign, nonprofit or for
profit, a limited liability company, or a partnership, joint venture, trust, or
other entity or enterprise, shall be entitled to indemnification by this Company
(as the surviving corporation) to the same extent he or she would have been
entitled to indemnification by the constituent corporation, if its separate
existence had continued.

(g) A right to indemnification or to advancement of expenses arising under
this Article shall not be eliminated or impaired by an amendment to such
provision after the occurrence of the act or omission that is the subject of the
civil, criminal, administrative, or investigative claim, action, suit, or
proceeding for which indemnification or advancement of expenses is sought.

ARTICLE VI

RECORD DATES

For any lawful purpose, including, without limitation, the determination of
the shareholders who are entitled to:

(1) receive notice of or to vote at a meeting of shareholders,

(2) receive payment of any dividend or distribution,

(3) receive or exercise rights of purchase of or subscription for, or
exchange or conversion of, shares or other securities, subject to contract
rights with respect thereto, or

(4) participate in the execution of written consents, waivers, or releases,

the Board may fix a record date which shall not be a date earlier than the
date on which the record date is fixed and, in the cases provided for in clauses
(1), (2), and (3) above, shall not be more than sixty days preceding the date of
the meeting of shareholders, or the date fixed for the payment of any dividend
or distribution, or the date fixed for the receipt or the exercise of rights, as
the case may be. The record date for the purpose of the determination of the
shareholders who are entitled to receive notice of or to vote at a meeting of
shareholders shall continue to be the record date for all adjournments of such
meeting, unless the Board or the persons who shall have fixed the original
record date shall, subject to the limitations set forth in this Article, fix
another date, and in case a new record date is so fixed, notice thereof and of
the date to which the meeting shall have been adjourned shall be given to
shareholders of record as of such date in accordance with the same requirements
as those applying to a meeting newly called. The Board may close the share
transfer books against transfers of shares during the whole or any part of the
period provided for in this Article, including the date of the meeting of
shareholders and the period ending with the date, if any, to which adjourned.

ARTICLE VII

EXECUTION OF DOCUMENTS

Except as otherwise provided in these Regulations, or by specific or general
resolutions of the Board, all documents evidencing conveyances by or contracts
or other obligations of the Company shall be signed by the Chairman of the
Board, if any, the Chief Executive Officer, the President, or a Vice President,
and attested by the Secretary or an Assistant Secretary.

ARTICLE VIII

CERTIFICATES FOR SHARES

SECTION 1. Form of Certificates and Signatures. Each holder of
shares is entitled to one or more certificates, signed by the Chairman of the
Board or the President or a Vice President and by the Secretary, an Assistant
Secretary, the Treasurer, or an Assistant Treasurer of the Company, which shall
certify the number and class of shares held by him or her in the Company, but no
certificate for shares shall be executed or delivered until such shares are
fully paid. When such a certificate is countersigned by an incorporated transfer
agent or registrar, the signature of any of said officers of the Company may be
facsimile, engraved, stamped, or printed. Although any officer of the Company
whose manual or facsimile signature is affixed to such a certificate so
countersigned ceases to be such officer before the certificate is delivered,
such certificate

nevertheless shall be effective in all respects when delivered. The Board may
provide by resolution that some or all of any or all classes and series of
shares of the Company shall be uncertificated shares to the extent permitted by
the Ohio General Corporation Law.

SECTION 2. Transfer of Shares. Shares of the Company shall be
transferable upon the books of the Company by the holders thereof, in person, or
by a duly authorized attorney (and, if issued in certificated form, upon
surrender and cancellation of certificates for a like number of shares of the
same class or series), with duly executed assignment and power of transfer
provided in connection therewith, and with such proof of the authenticity of the
signatures to such assignment and power of transfer as the Company or its agents
may reasonably require.

SECTION 3. Lost, Stolen, or Destroyed Certificates. The Company may
issue a new certificate for shares or provide for uncertificated shares in place
of any certificate theretofore issued by it and alleged to have been lost,
stolen, or destroyed, and the Board may, in its discretion, require the owner,
or his or her legal representatives, to give the Company a bond containing such
terms as the Board may require to protect the Company or any person injured by
the execution and delivery of a new certificate or the provision of
uncertificated shares.

SECTION 4. Transfer Agents and Registrars. The Board may appoint, or
revoke the appointment of, transfer agents and registrars and may require all
certificates for shares to bear the signatures of such transfer agents and
registrars, or any of them. The Board shall have authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
and registration of certificated and uncertificated shares of the Company.

ARTICLE IX

AUTHORITY TO TRANSFER AND VOTE SECURITIES

The Chairman of the Board, the Chief Executive Officer, the President, and a
Vice President of the Company are each authorized to sign the name of the
Company and to perform all acts necessary to effect a transfer of any shares,
bonds, other evidences of indebtedness or obligations, subscription rights,
warrants, and other securities of another corporation owned by the Company and
to issue the necessary powers of attorney for the same; and each such officer is
authorized, on behalf of the Company, to vote such securities, to appoint
proxies with respect thereto, and to execute consents, waivers, and releases
with respect thereto, or to cause any such action to be taken.

ARTICLE X

AMENDMENTS

The Regulations of the Company may be amended or new Regulations may be
adopted by the shareholders, at a meeting held for such purpose by the
affirmative vote of

the holders of shares entitling them to exercise a majority of the voting
power of the Company on such proposal or, without a meeting, by the written
consent of the holders of shares entitling them to exercise two-thirds of the
voting power on such proposal. The Regulations of the Company may also be
amended by the directors to the extent permitted by the Ohio General Corporation
Law.

Was this helpful?

Why was this helpful?

Easy to understand

Solved my problem

Other

Why was this not helpful?

Missing the information I need

Too complicated / too many steps

Out of date

Other

Stay Up-to-Date With How the Law Affects Your Life

Enter your email address to subscribe:

Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.