THE GOODYEAR TIRE & RUBBER COMPANY
OUTSIDE DIRECTORS' EQUITY PARTICIPATION PLAN
(AS ADOPTED FEBRUARY 2, 1996)
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
"ACCOUNT" means any of, and "ACCOUNTS" means all of, the Equity Participation Accounts and the
Retainer Deferral Accounts maintained on 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 for
any reason 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 for any reason terminated his or her
service as a member of the Board.