Grant Agreement Executive Performance Plan Unit Grant

THE GOODYEAR TIRE & RUBBER COMPANY

GRANT AGREEMENT

EXECUTIVE PERFORMANCE PLAN UNIT GRANT

Name
Title

The Executive Performance Plan of The Goodyear Tire & Rubber Company (the “Company”) wasadopted effective January 1, 2004 by the Board of Directors at their meeting on December 2, 2003(the “Plan”). A copy of the Plan is attached. At the            meeting of theCompensation Committee of the Board of Directors (the “Committee”), you were awarded an ExecutivePerformance Plan Unit Grant (the “Units”) as follows:

Date of Grant:

Number of Units Granted:

     
Performance Period:
  1-1-[ ] to 12-31-[ ]
 
   
Unit Value
  $0 to $200

The value of the Executive Performance Plan Units specified above (the “Unit Value”) which youwill earn at the end of the three-year Performance Period specified above (the “PerformancePeriod”) will be determined and contingent upon the extent to which Performance Goals are achieved.The Unit Value may be adjusted from $0 up to $200, depending on the level of achievement ofPerformance Goals. Payment of the Units will be made as provided under the General Terms andConditions. The Performance Measures, Performance Goals and Unit Value schedule for thePerformance Period for your Executive Performance Plan Unit Grant are described in Annex A.

The Goodyear Tire & Rubber Company

Grant Agreement received and agreed to:

     
     
Name
       
Date
 
   

1

GRANT AGREEMENT
(Continued)

General Terms and Conditions

1. The Executive Performance Plan Unit Grant for the number of Units specified above isgranted to you under, and governed by the terms and conditions of, the Plan and this GrantAgreement. Your execution and return of the enclosed copy of this Grant Agreement constitutes youragreement to, and acceptance of, all terms and conditions of the Plan and this Grant Agreement.You also agree that you have read and understand the provisions of the Plan, this Grant Agreementand Annex A.

2. All rights conferred upon you under the provisions of this Grant Agreement are personal toyou and no assignee, transferee or other successor in interest shall acquire any rights orinterests whatsoever under this Grant Agreement, which is made exclusively for the benefit of youand the Company except by will or the laws of descent and distribution.

3. The number of Units Granted will be multiplied by the Unit Value to determine the dollaramount of the Performance Award (the “Performance Award”) to be paid after the end of thePerformance Period at such time or times as the Compensation Committee, in its sole discretion,shall determine. All awards will be paid in cash.

4. As further consideration for the Units granted to you hereunder, you must remain in thecontinuous employ of the Company or one or more of its subsidiaries until December 31, 20[ ], theend of the Performance Period. The number of units granted will be prorated in the event of yourdeath or Retirement (defined as termination of employment at any age after 30 or more years ofservice with the Company and its subsidiaries, or at age 55 or older with at least 10 years ofcontinuous service with the Company and its subsidiaries) prior to completion of the PerformancePeriod. Pro-rata units are calculated by dividing the number of months worked by the number ofmonths in the Performance Period (36) and multiplying the result by the number of Units Granted.For purposes of the pro-rata unit calculation, if any portion of a month is worked, credit will beprovided for the full month. The Performance Award will be determined by multiplying the proratednumber of Units Granted by the Unit Value for the Performance Period and paid after the end of thePerformance Period at such time or times as the Compensation Committee, in its sole discretion,shall determine. The Performance Award will be paid in cash. Nothing contained herein shallrestrict the right of the Company or any of its subsidiaries to terminate your employment at anytime, with or without cause.

Page 2 of 3

2

GRANT AGREEMENT
(Continued)

5. In the event your employment status changes during the Performance Period due to layoff,leave of absence or disability, the number of units granted will be prorated. Pro-rata units arecalculated by dividing the number of months worked by the number of months in the PerformancePeriod (36) and multiplying the result by the number of Units Granted. For purposes of thepro-rata unit calculation, if any portion of a month is worked, credit will be provided for thefull month. The Performance Award will be determined by multiplying the prorated number of UnitsGranted by the Unit Value for the Performance Period and paid after the end of the PerformancePeriod at such time or times as the Compensation Committee, in its sole discretion, shalldetermine. The Performance Award will be paid in cash.

6. You will be required to satisfy all federal, state and local tax and payroll withholdingobligations arising in respect of any distribution of cash to you. Such withholding obligationswill be deducted from your distribution.

7. Upon proper election, you may elect to defer receipt of your Performance Award in whichcase such amount will be credited to an account under The Goodyear Tire & Rubber Company DeferredCompensation Plan for Executives.

8. The Committee may, at its sole election, at any time and from time to time require thatthe payment of the entire or any portion of the Performance Award be deferred until such later dateas it shall deem appropriate. Any required deferral amount will be credited to an account underThe Goodyear Tire & Rubber Company Deferred Compensation Plan for Executives.

9. Any notice to you under this Grant Agreement shall be sufficient if in writing and ifdelivered to you or mailed by registered mail directed to you at the address on record in theExecutive Compensation Department. Any notice to the Company under this Grant Agreement shall besufficient in writing and if delivered to the Executive Compensation Department of the Company inAkron, Ohio, or mailed by registered mail directed to the Company for the attention of theExecutive Compensation Department at 1144 East Market Street, Akron, Ohio 44316-0001. Either youor the Company may, by written notice, change the address.

Page 3 of 3

PAYOUT SCALE

                     
            Net Income (50%)        
200[ ] 200[ ] 200[   ] Cumulative Unit Value
 
              $ 200  
 
                   
 
                   
 
              $ 150  
 
                   
 
                   
 
              $ 100  
 
                   
 
                   
 
              $ 0-$99  
 
                   
 
                   
 
          Total Cash Flow
(50%)
 



 
             
 
                   
200[ ]
  200[ ]   200[ ]   Cumulative   Unit Value
 
                   
 
                   
 
              $ 200  
 
                   
 
                   
 
              $ 150  
 
                   
 
                   
 
              $ 100  
 
                   
 
                   
 
              $ 0-$99  
 
                   
 
                   

3