8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12, 2002

THE GOODYEAR TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)

Ohio	1-1927	34-0253240
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1144 East Market Street, Akron, Ohio	44316-0001
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (330) 796-2121

TABLE OF CONTENTS

Exhibit 10.1 Contribution Letter Agreement

Exhibit 10.2 Registration Rights Agreement

Item 5. Other Events

     On September 12, 2002, pursuant to a contribution letter agreement dated September 12, 2002, The Goodyear Tire & Rubber Company (“Goodyear”) contributed to The Goodyear Tire & Rubber Company Directed Retirement Trust (the “Trust”), a sub-trust of The Goodyear Tire & Rubber Company Common Trust for the Collective Investment of Retirement Plan Funds (the “Common Trust”), which holds certain assets for the benefit of The Goodyear Tire & Rubber Company Salaried Pension Plan and the 1950 Pension Plan of The Goodyear Tire & Rubber Company (the “Plans”), 11,300,000 shares of its common stock, without par value (the “Contributed Shares”). On September 12, 2002, the high and low prices of Goodyear Common Stock on the New York Stock Exchange was $13.08 and $12.68, respectively. The contribution of the shares described above was exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act as a transaction by an issuer not involving a public offering. Goodyear is not required to fund the Plans in 2002. The contribution reduces pension expense with no material impact on earnings per share expected through 2003.

     Goodyear has also entered into a Registration Rights Agreement dated as of September 12, 2002, with The Northern Trust Company, as the trustee and investment advisor of the Trust (“Northern Trust”), with respect to 15,600,000 shares of common stock of Goodyear (“Registrable Shares”). The Registrable Shares are comprised of the Contributed Shares as well as 4,300,000 shares of Goodyear common stock contributed to the Plans on September 10, 2001.

     The contribution letter agreement and Registration Rights Agreement are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively.

Item 7. Exhibits

Designation of
Exhibits in this Report	Description of Exhibit
10.1	Conformed Copy of Contribution Letter Agreement dated September 12, 2002, by and among Goodyear, The Goodyear Tire & Rubber Company Common Trust Fund for the Collective Investment of Retirement Plan Funds, The Goodyear Tire & Rubber Company Investment Committee, The Goodyear Tire & Rubber Company Directed Retirement Trust, Northern Trust Company as Trustee and Investment Manager/Advisor.
10.2	Conformed Copy of Registration Rights Agreement dated September 12, 2002 by and between The Goodyear Tire & Rubber Company and Northern Trust Company as Trustee and Investment Advisor for The Goodyear Tire & Rubber Company Directed Retirement Trust.

Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE GOODYEAR TIRE & RUBBER COMPANY
Date: September 16, 2002	By /s/ Robert W. Tieken
	Robert W. Tieken
	Executive Vice President and
	Chief Financial Officer

EX-10.1 3 l96249aexv10w1.txt EXHIBIT 10.1 CONTRIBUTION LETTER AGREEMENT EXHIBIT 10.1 September 12, 2002 The Goodyear Tire & Rubber Company Common Trust Fund for the Collective Investment of Retirement Plan Funds c/o Wingfoot Corporation, Trustee and The Goodyear Tire & Rubber Company Investment Committee and The Goodyear Tire & Rubber Company Directed Retirement Trust c/o The Northern Trust Company, Trustee and Investment Advisor Re: Contribution of Goodyear Common Stock Gentlemen: The Goodyear Tire & Rubber Company (the "Company") does hereby contribute to The Goodyear Tire & Rubber Company Directed Retirement Trust (the "Directed Trust"), a sub-trust of The Goodyear Tire & Rubber Company Common Trust for the Collective Investment of Retirement Plan Funds (the "Pension Trust"), which holds and manages certain assets for the benefit of The Goodyear Tire & Rubber Company Salaried Pension Plan and the 1950 Pension Plan of The Goodyear Tire & Rubber (collectively, the "Plans"), 11,300,000 shares of the Common Stock, without par value, of the Company (the "Shares"). The fair and market value of the Shares on September 12, 2002 is $12.20 per share as set forth in a written opinion from Duff & Phelps LLP dated September 12, 2002. The Goodyear Tire & Rubber Company Investment Committee, in its capacity as the primary fiduciary in respect of the Plans, hereby accepts the contribution of the Shares on behalf of the Plans and directs the Company to issue certificates representing the Shares to the Directed Trust. Wingfoot Corporation, in its capacity as Trustee of the Pension Trust, acknowledges the contribution of the Shares to the Plans. The Shares have not been registered under the Securities Act of 1933, as amended (the "Act"). The Shares may not be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except (i) in compliance with an applicable exemption from the registration requirements of the Act and any state securities or similar laws and in conformance in all respects with all other applicable provisions of the Act and other applicable laws, and then, only after the Company shall have received an opinion of counsel satisfactory to it to the effect that the Shares may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of in compliance with such applicable exemption, or (ii) pursuant to an effective registration statement under the Act and in compliance with any applicable registration, qualification or other requirements of applicable state securities and similar laws. The Directed Trust, acting through Northern Trust Company ("Northern") in its capacity as trustee of the Directed Trust (the "Trustee"), and Northern, acting in its capacity as the investment manager/advisor to the Directed Trust (the "Advisor") hereby (i) accepts the Shares on behalf, and for the benefit, of the Plans as assets of the Directed Trust, (ii) acknowledges that the Shares have not been registered under the Act, (iii) confirms that it is authorized to accept the Shares and to hold the Shares in accordance with the requirements of this letter agreement, and (iv) agrees (on its behalf and on behalf of any successor or permitted assign or transferee) that it will offer, sell, assign, transfer, pledge, hypothecate or otherwise dispose of the Shares only in accordance with the conditions set forth in this letter agreement. The Company agrees that, upon the request of Northern acting in its capacity as the Trustee and the Advisor, the Company will enter into a "Registration Rights Agreement" with respect to all shares of the Common Stock, without par value, of the Company (the "Common Stock") acquired by the Pension Plans from the Company (including the Shares and the shares of Common Stock contributed on September 10, 2001 to the Pension Trust) and held by the Directed Trust in the form, appropriately completed, of Exhibit A hereto or in such other form and containing such other terms and conditions as Goodyear, the Trustee and the Advisor may mutually agree. The Directed Trust represents that it is authorized to accept, own and hold the Shares and that it will not dispose of, or cause the disposition of, the Shares except in accordance with the terms of the Directed Trust and its obligations under this Agreement. Northern agrees that, as Trustee, it will hold title to the Shares and that, as Trustee and Advisor, it will not dispose of, or cause the disposition of, the Shares except in accordance with the terms of the Directed Trust and its obligations under this Agreement. Northern, whether acting in its capacity as Trustee or as Advisor, shall not offer, sell, assign, transfer, pledge or otherwise dispose of the Shares (or any of them), except: (i) in compliance with an applicable exemption from the registration requirements of the Act and any applicable state securities and similar laws, and then only after the Company shall have received an opinion of counsel satisfactory to the Company that the Shares (or such portion of them) may be offered, sold, assigned, transferred, pledged or otherwise disposed of, as the case may be, in compliance with such applicable exemption(s); or (ii) pursuant to an effective registration statement under the Act and in accordance with the Registration Rights Agreement. The Company agrees that it will file on a timely basis all current, quarterly and annual reports required to be filed by it pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, at any time while the Shares are owned by the Directed Trust. 2 Northern hereby acknowledges: (i) the transfer of the Shares to the Directed Trust; (ii) that the Shares have not been registered under the Act and constitute "restricted securities" within the meaning of that term as defined in Rule 144 promulgated by the Securities and Exchange Commission under the Act; and (iii) the Company has determined that the holding period under Rule 144(d) (1) promulgated under the Act starts on the date hereof. Unless the Registration Rights Agreement has been entered into by the Company and an effective registration statement relating to the Shares is in effect under the Act, and the offer and sale of the Shares is effected, as contemplated thereby, Northern, whether acting in its capacity as Trustee or as Advisor, agrees to offer, sell, assign, transfer, pledge or otherwise dispose of the Shares only in compliance with an available exemption from the registration provisions of the Act and similar laws and regulations and with the conditions set forth in this Agreement and the legend on the Shares, a copy of which is set forth as Schedule I hereto. If the Shares are not the subject of an effective registration statement under the Act and the Directed Trust, acting through Northern as Trustee and/or Advisor (or any successor to the Advisor), offers and sells any of the Shares at a time and in a manner that would be in all respects in accordance with all applicable provisions of Rule 144 (including paragraphs (c), (d), (e), (f), (g), (h) and (k) of Rule 144), the Shares then being offered and sold may be transferred, subject to compliance with said applicable provisions of Rule 144 and any applicable state laws, without a legend and without being subject to the following provisions of this Agreement. If the Shares are not the subject of an effective registration statement under the Act and the Directed Trust, acting through Northern as Trustee and/or Advisor, desires to sell, or to transfer, assign, pledge or otherwise dispose of, any of the Shares in a transaction not in compliance with Rule 144, such transaction shall be effected only if there is, and only in accordance with, an available exemption from the registration provisions of the Act and each party that proposes to acquire any Shares (each a "Transferee") shall be required to enter into an agreement with the Company, and Northern in its capacity as the Trustee of the Directed Trust, providing, among other things, that: (a) it will not offer, sell, transfer, assign, pledge, hypothecate or otherwise dispose of any of the Shares owned or otherwise acquired or held by such Transferee except pursuant to an applicable exemption from the registration requirements of the Act and other applicable laws and until the Company shall have received an opinion of counsel satisfactory to the Company to the effect that no registration under the Act and/or any applicable state securities laws is required in order to lawfully effect the transaction contemplated because of the applicability of an exemption or exemptions from registration under the Act and each other applicable securities law and that the transaction will be effected in accordance with any and all conditions of such exemptions, and will cause each certificate evidencing the Shares to bear a legend substantially in the form of Schedule I hereto; (b) in the case of any proposed disposition of any of the Shares, it will deliver to the Company prior to such disposition such documentation regarding the proposed disposition as the Company may reasonably request; (c) it will agree to offer, sell, pledge, transfer, assign or otherwise dispose of the Shares only pursuant to (i) an exemption from registration under the Act provided by Rule 144 thereunder (if available) or (ii) another applicable exemption from the registration requirements of the Act, in each case in conformance with all applicable securities laws of the United States and any state thereof; and (d) except in the case of a sale pursuant to Rule 144, shall agree that it will provide written notice to any subsequent purchaser or transferee of the 3 Shares of the resale restrictions contained in clauses (a), (b) and (c) of this paragraph and require any purchaser or other transferee of any Shares to agree in writing to the resale restrictions set forth in this letter Agreement, or, in the case of any disposition of Shares in accordance with Rule 144 under the Act, shall agree that it will promptly notify the Company of such intended disposition and shall deliver to the Company an executed copy of any notice on Form 144 required to be filed by the transferor with the Securities and Exchange Commission. Northern hereby: (i) agrees that as Trustee it will identify the Shares on its books and records relating to the Directed Trust as "restricted securities", (ii) confirms that under the Directed Trust, whether acting as Trustee or Advisor, it cannot, and agrees that it will not, offer, sell, assign, transfer, pledge or otherwise dispose of any Shares except in accordance with the requirements set forth in this Agreement; and (iii) agrees that in the event that Northern, as Advisor, or any other successor or investment advisor or investment manager authorized to give directions under the Directed Trust, directs Trustee to offer and sell, settle the sale of, or to otherwise effect any assignment, transfer, pledge or other disposition of, any Shares, it will not deliver any Shares (other than pursuant to a transaction covered by an effective registration statement under the Act and in accordance with the terms of the Registration Rights Agreement) until it has received confirmation from the Company that the relevant transaction(s) will be effected in compliance with an available exemption from the registration provisions of the Act and similar laws and regulations and with the conditions set forth in this Agreement or pursuant to an effective registration statement under the Act and in accordance with the provisions of the Registration Rights Agreement. Northern may conclusively rely, without duty of inquiry, upon such confirmation from any officer of, or attorney representing, the Company. This letter agreement shall be governed by the laws of the State of New York and shall be binding on the successors and permitted assigns of the Directed Trust, the Trustee and the Advisor. The Directed Trust shall not assign this letter agreement or any of their respective duties, obligations, rights or interests under this letter agreement without the express prior written consent of the Company. Very truly yours, The Goodyear Tire & Rubber Company By: /s/ Robert W. Tieken ------------------------------------------ Robert W. Tieken Executive Vice President and Chief Financial Officer 4 Agreed this 12th day of September, 2002. The Goodyear Tire & Rubber Company Common Trust Fund for the Collective Investment of Retirement Plan Funds By: Wingfoot Corporation, Trustee By: /s/ Stephanie W. Bergeron ------------------------------------------------- Stephanie W. Bergeron, Vice President and Treasurer Attest: /s/ Bertram Bell --------------------------------------------- Bertram Bell, Secretary The Goodyear Tire & Rubber Company Investment Committee By: /s/ Darren R. Wells ------------------------------------------------- Darren R. Wells The Goodyear Tire & Rubber Company Directed Retirement Trust By: The Northern Trust Company, Trustee By: /s/ Peter R. Sparrow ------------------------------------------------- Peter R. Sparrow, Vice President The Northern Trust Company, as Investment Manager/Advisor and Trustee of The Goodyear Tire & Rubber Company Directed Retirement Trust By: /s/ Peter R. Sparrow ------------------------------------------------- Peter R. Sparrow, Vice President 5 SCHEDULE I "THE SHARES OF COMMON STOCK OF THE GOODYEAR TIRE & RUBBER COMPANY ("GOODYEAR") REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF AMERICA (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR OTHER SIMILAR LAWS OF ANY JURISDICTION (THE "LAWS"), AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGE OR OTHERWISE DISPOSE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN COMPLIANCE WITH APPLICABLE EXEMPTIONS(S) FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND UNTIL GOODYEAR SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT THE SHARES OF COMMON STOCK EVIDENCED BY THIS SECURITY MAY BE OFFERED AND SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH ALL SUCH APPLICABLE LAWS. ANY OFFER, SALE, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IS SUBJECT TO RESTRICTIONS CONTAINED IN A LETTER OF AGREEMENT DATED SEPTEMBER 12, 2002 AMONG GOODYEAR, THE GOODYEAR COMMON TRUST FOR THE COLLECTIVE INVESTMENT OF RETIREMENT PLAN FUNDS, THE GOODYEAR DIRECTED RETIREMENT TRUST AND THE NORTHERN TRUST COMPANY. THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE AT, AND MAY BE REVIEWED AT OR OBTAINED FROM, THE OFFICE OF THE SECRETARY OF GOODYEAR LOCATED AT 1144 EAST MARKET STREET, AKRON, OHIO 44316-0001, UNITED STATES OF AMERICA. EX-10.2 4 l96249aexv10w2.txt EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of September 12, 2002, by and between THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation (the "Issuer"), and THE NORTHERN TRUST COMPANY, an Illinois banking corporation ("Northern"), as the trustee (in such capacity, the "Trustee") of The Goodyear Tire & Rubber Company Directed Retirement Trust (the "Retirement Trust") and, as investment manager/advisor (Northern, or any successor entity or entities appointed to act in such capacity, the "Investment Advisor"), for and on behalf of the 1950 Pension Plan of The Goodyear Tire & Rubber Company and The Goodyear Tire & Rubber Company Salaried Pension Plan (the "Pension Plans"), which Pension Plans are beneficiaries of this Agreement. WHEREAS, the Issuer has contributed 15,600,000 shares of its common stock, without par value (the "Common Stock") to the Retirement Trust, a repository of certain of the assets of the Pension Plans, on behalf of the Pension Plans, which Shares are held by the Retirement Trust for the benefit of the Pension Plans; and WHEREAS, the Investment Advisor has been appointed by The Goodyear Tire & Rubber Company Investment Committee, the named fiduciary (the "Named Fiduciary") of the Pension Plans (as determined in accordance with Section 402(a) of the Employee Retirement Income Security Act of 1974, as amended), to manage the assets of the Pension Plans held by the Retirement Trust, including certain shares of Common Stock held by the Retirement Trust pursuant to agreements dated June 17, 2002 and September 12, 2002, respectively, among the Issuer, the Named Fiduciary and the Investment Advisor, and to exercise all rights, powers and privileges appurtenant to such shares (subject to the termination of such appointment and the appointment of one or more other investment managers); and WHEREAS, the Investment Advisor has full power and authority to execute and deliver this Agreement for the account and on behalf of the Retirement Trust, and to so bind the Retirement Trust on behalf of the Pension Plans; NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer, the Investment Advisor and the Retirement Trust, on behalf of the Pension Plans, hereby agree as follows: SECTION 1. DEFINITIONS. Unless otherwise defined herein or the context otherwise requires, the following terms shall have the respective meanings set forth below: "Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Affiliate" of any specified person means any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, control of a person means the power, direct or indirect, to direct or 1 cause the direction of the management and policies of such person whether by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Business Day" means any day that the New York Stock Exchange, Inc. is open for business. "Commission" means the Securities and Exchange Commission. "Common Stock" means the Common Stock, without par value, of The Goodyear Tire & Rubber Company. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Investment Advisor" means The Northern Trust Company. "Issuer" means The Goodyear Tire & Rubber Company. "Losses" has the meaning set forth in Section 6(d) hereof. "Named Fiduciary" means The Goodyear Tire & Rubber Company Investment Committee. "Pension Plans" means and includes the 1950 Pension Plan of The Goodyear Tire & Rubber Company and The Goodyear Tire & Rubber Company Salaried Pension Plan. "Prospectus" means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all amendments and supplements to the Prospectus, including post-effective amendments. "Registrable Securities" means the Common Stock contributed from time to time by the Issuer to the Pension Plans, and held on behalf of the Pension Plans by the Retirement Trust, and any securities issued or issuable with respect to the contributed Common Stock in connection with any stock dividend, stock split (forward or reverse), combination of shares, recapitalization, merge, consolidation, redemption, exchange of securities or other reorganization or reclassification after the date hereof. In the event of any of the foregoing with respect to the Registrable Securities or similar transactions affecting the Registrable Securities, all references herein to any designation of securities and to any specific number of shares of Registrable Securities shall be appropriately adjusted to give effect thereto. As to any particular Registrable 2 Securities, such securities will cease to be Registrable Securities when they have been Transferred by the Retirement Trust on behalf of the Pension Plans. "Registration Statement" has the meaning set forth in Section 3(a) hereof. "Retirement Trust" means The Goodyear Tire & Rubber Company Directed Retirement Trust established pursuant to a Trust Agreement dated June 17, 2002, which holds certain assets on behalf of the Pension Plans. "Transfer" means any sale, transfer or other disposition of the Registrable Securities, whether by means of a Registration Statement hereunder or otherwise (including by way of a private placement or sale under Rule 144 under the Act), and "Transferred" shall have a meaning correlative to the foregoing. "Underwriter" means any underwriter of Registrable Securities in connection with an offering thereof under a Registration Statement; provided, that, except with respect to Section 6 hereof, if the Underwriters are represented by one or more lead or managing underwriters, reference herein to the "Underwriters" shall be deemed to refer to such lead or managing underwriter or underwriters as representatives of the several underwriters. "Underwritten Offering" means an offering in which the Registrable Securities are sold to an Underwriter for reoffering to the public. SECTION 2. LEGENDS ON CERTIFICATES REPRESENTING REGISTRABLE SECURITIES. (a) The Investment Advisor acknowledges that, subject to Section 2(b), each certificate representing the Registrable Securities shall conspicuously bear the legend set forth at Schedule I hereto. (b) The Issuer will instruct its transfer agent that the legend set forth in Section 2(a) shall be removed upon the Transfer of Registrable Securities by the Retirement Trust on behalf of the Pension Plans, if such Transfer is made in accordance with all applicable provisions of this Agreement and the Issuer determines that such legend is no longer required pursuant to, or deemed necessary or appropriate in order to effect compliance with, applicable law. (c) The Investment Advisor understands and acknowledges that the Registrable Securities have not been registered under the Act or any state securities law and that the Registrable Securities are "restricted securities" within the meaning of Rule 144 under the Act until such time as they are Transferred pursuant to an effective Registration Statement under the Act, or, in certain circumstances, an exemption therefrom in accordance with the agreements specified at Schedule II hereto. (d) Notwithstanding any provision to the contrary herein, the Investment Advisor and the Issuer agree that in exercising their respective rights and discharging their respective obligations under this Agreement, they will comply with the federal securities laws, ERISA, and all other requirements of applicable law. 3 SECTION 3. SHELF REGISTRATION. (a) The Issuer hereby agrees with respect to any Registrable Securities that a registration statement on Form S-3 or other appropriate form pursuant to Rule 415 (or any similar rule that may be adopted by the Commission) under the Act for the resale of the Registrable Securities (such registration statement, including amendments or supplements thereto, a "Registration Statement") by the Investment Advisor acting on behalf of the Pension Plans and the Retirement Trust will be filed by the Issuer within 90 days following any request by the Investment Advisor made within one year after the date of the contribution of the respective Registrable Shares and that the Issuer will use its best efforts to cause such Registration Statement to be declared effective by the Commission as soon as possible thereafter and shall cause a registration statement to remain continuously effective for so long as the Registrable Securities are held on behalf of the Pension Plans. The Issuer shall notify the Retirement Trust on behalf of the Pension Plans when any such Registration Statement has been declared effective. (b) If at any time, or from time to time, the Investment Advisor proposes to cause the Retirement Trust (or other entity) acting on behalf of the Pension Plans to effect a Transfer of Registrable Securities pursuant to a Registration Statement, it shall notify the Issuer not less than ten business days prior to the commencement of the proposed transfer (a "Transfer Notice"). Each Transfer Notice shall specify the proposed timetable for the Transfer. (c) Notwithstanding anything to the contrary herein, the Issuer may postpone the filing or effectiveness of any Registration Statement, or suspend the use of any Prospectus included therein, at any time if the Issuer determines, in its reasonable judgment, that (i) appropriate financial statements will not be available when a Transfer is proposed to be made, or (ii) that such filing, effectiveness or proposed Transfer would (1) materially interfere with any proposal or plan by the Issuer or any of its Affiliates to engage in a material acquisition, merger, consolidation, tender offer, securities offering or other material transaction, significant work on which had commenced prior to receipt by the Issuer of the Transfer Notice relating to the proposed Transfer or (2) would require the Issuer to make a public disclosure of previously non-public information. Upon receipt by the Issuer of a Transfer Notice, the Issuer shall promptly notify the Investment Advisor, the Retirement Trust and the Pension Plans of any postponement or suspension pursuant to this paragraph. The Issuer agrees that it will terminate any such postponement or suspension as promptly as reasonably practicable, consistent with the consummation of such transactions and the ripeness for and appropriateness of public disclosure of the non-public information (as applicable), and will promptly notify the Investment Advisor, the Retirement Trust and the Pension Plans of such termination. In making any such determination to initiate or terminate a postponement or suspension, the Issuer shall not be required to consult with the Pension Plans, the Retirement Trust or the Investment Advisor and any such determination shall be Issuer's responsibility alone, and neither the Pension Plans nor the Retirement Trust nor the Investment Advisor shall have any responsibility or liability therefor. 4 (d) The Investment Advisor agrees that it will not cause the Retirement Trust to make any transfer of Registrable Securities pursuant to any Registration Statement other than in accordance with the plan of distribution described therein and that it will keep (and will cause any Underwriter or other person acting on its behalf to keep) strictly confidential any information provided to them in connection with the Issuer's exercise of its rights under Section 3(c) hereof or otherwise provided to the Investment Advisor, or any person acting on its behalf, hereunder. Nothing herein shall be construed to prevent the Investment Advisor from causing the Retirement Trust to effect any Transfer of Registrable Securities otherwise than pursuant to a Registration Statement hereunder, provided that any such Transfer complies with all applicable laws. SECTION 4. REGISTRATION PROCEDURES. In connection with any Registration Statement filed in accordance with the terms hereof, the following provisions shall apply: (a) The Issuer shall furnish to the Investment Advisor, prior to the filing thereof with the Commission, a copy of any Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as the Retirement Trust and the Investment Advisor, acting on behalf of the Pension Plans, may reasonably propose. The Investment Advisor and Retirement Trust, acting on behalf of the Pension Plans, agree to provide to the Issuer any information that the Issuer may reasonably request in connection with the preparation and filing of any such Registration Statement and any amendment or supplement thereto. (b) The Issuer shall ensure that (i) any Registration Statement, and any amendment and any Prospectus forming part thereof, and any amendment or supplement thereto, complies in all material respects with the Act and the rules and regulations thereunder, (ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Registration Statement, and any amendment or supplement to such Prospectus, does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or agreement is made hereby with respect to information supplied in writing for inclusion in a Registration Statement or Prospectus by the Investment Advisor or the Retirement Trust. (c) The Issuer shall notify the Retirement Trust and the Pension Plans in writing: (i) when a Registration Statement and any amendment thereto has been filed with the Commission and when a Registration Statement or any post-effective amendment thereto has become effective; 5 (ii) of any request by the Commission for amendments or supplements to any Registration Statement or any Prospectus included therein or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities included in any Registration Statement for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (v) of the occurrence of any event that requires the making of any changes in any Registration Statement or Prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in light of the circumstances under which they were made) not misleading (in which case the notice shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made). (d) The Issuer shall use its reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement at the earliest possible time. (e) The Issuer shall furnish to the Investment Advisor and to the Underwriters, if any, named therein, such copies of any such Registration Statement, amendment or supplement thereto, and any Prospectus included therein (including each preliminary Prospectus and any amendments or supplements thereto), and such other documents as the Investment Advisor or such Underwriters (or their counsel) may reasonably request in order to facilitate the disposition of the Registrable Securities. (f) Prior to any offering of Registrable Securities pursuant to any Registration Statement, the Issuer shall use its best efforts to register or qualify such Registrable Securities under the securities or blue sky laws of such jurisdictions as the Investment Advisor or the Underwriters, if any, shall reasonably request (if such laws require the registration or qualification of such Registrable Securities to consummate the Transfer thereof) and to any and all other acts or things necessary or advisable to enable the Pension Plans to consummate the Transfer of the Registrable Securities in such jurisdictions; provided, however, that the Issuer will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject. 6 (g) The Issuer shall cooperate with the Investment Advisor and the Pension Plans to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Transferred pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Investment Advisor or the Underwriters, if any, may request. (h) Upon the occurrence of any event contemplated by paragraph (c) (v) above, the Issuer shall promptly prepare a post-effective amendment to any Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) So long as the Common Stock is listed on any U.S. securities exchange, the Issuer shall use its best efforts to cause all of the Registrable Securities to be listed on such exchange. (j) The Issuer shall, if requested, promptly include in a Prospectus supplement or post-effective amendment to a Registration Statement such information as the Investment Advisor and, if applicable, the Underwriters reasonably agree should be included therein, and shall make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be included in such Prospectus supplement or post-effective amendment. (k) The Issuer shall enter into such agreements (including underwriting agreements in customary form) and take all other appropriate actions in order to expedite or facilitate the registration or the Transfer of the Registrable Securities as the Investment Advisor or the Underwriters, if any, may reasonably request. (l) The Issuer shall (i) cause the Issuer's officers, directors, employees and independent accountants to supply all relevant information reasonably requested by the Investment Advisor or any such Underwriter, attorney, accountant or agent in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that any information that is provided by or on behalf of Issuer shall be kept confidential by the Investment Advisor, the Retirement Trust and the Pension Plans and any such Underwriter, attorney, accountant or agent, unless disclosure thereof is made in connection with a court proceeding or is required by law, or such information has become available to the public generally or through a third party without an accompanying obligation of confidentiality; (ii) make such representations and warranties to the Pension Plans, the Retirement Trust, the Investment Advisor and the Underwriters, if any, in form and substance as are customarily made by issuers to Underwriters; (iii) obtain opinions of counsel to the Issuer (which counsel may be an officer or employee of the Issuer) and updates thereof (which counsel and opinions (in form and substance) shall be reasonably satisfactory) addressed to the Retirement Trust 7 on behalf of the Pension Plans, the Investment Advisor and the Underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the Retirement Trust on behalf of the Pension Plans and such Underwriters; (iv) obtain "cold comfort" letters and updates thereof from the independent public accountants of the Issuer addressed to the Retirement Trust and the Pension Plans (provided the Pension Plans and the Trustee furnish the accountants with such representations as the accountants customarily require in similar situations), the Investment Advisor and the Underwriters, if any, in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with primary underwritten offerings; and (v) deliver such documents and certificates as may be reasonably requested by the Pension Plans, the Retirement Trust, the Investment Advisor and the Underwriters, if any, and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuer. The foregoing actions set forth in clauses (ii), (iii), (iv), and (v) above shall be performed at the effectiveness of such Registration Statement and each post-effective amendment thereto and, if any, at each closing of an Underwritten Offering under any underwriting or similar agreement as and to the extent required thereunder. SECTION 5. REGISTRATION EXPENSES. The Issuer shall bear all expenses incurred in connection with the performance of its obligations under this Agreement and shall reimburse the Pension Plans and the Investment Advisor for the reasonable fees and disbursements of one counsel (which shall be reasonably acceptable to the Issuer) designated by each of them to act as their respective legal counsel in connection with any Registration Statement hereunder. The Issuer shall have the right to select the financial printer to be used in connection with any registration of Registrable Securities hereunder. In no event shall Issuer have any obligation in respect of any fees or commissions to any broker, dealer, agent or other party or any underwriting discount, commission, fee or allowance incurred by the Retirement Trust on behalf of the Pension Plans or the Investment Advisor in connection with any Transfer of the Registrable Securities or any of them. SECTION 6. INDEMNIFICATION AND CONTRIBUTION. (a) (i) In connection with any Registration Statement, the Issuer agrees to indemnify and hold harmless the Pension Plans, the Retirement Trust and the Investment Advisor and each person who controls either of them within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration or in any preliminary Prospectus or Prospectuses, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, 8 liability or action; provided, however, that the Issuer will not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon (A) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of the Pension Plans or any other indemnified party specifically for inclusion therein, (B) use a Registration Statement or the related Prospectus during a period when a stop order has been issued in respect of such Registration Statement or any proceedings for that purpose have been initiated or use of a Prospectus when use of such Prospectus has been suspended pursuant to Section 3(d); provided, further, in each case, that the Pension Plans, the Retirement Trust or the Investment Advisor or such other indemnified party received prior notice of such stop order, initiation of proceedings or suspension or (C) if the Pension Plans, the Retirement Trust or the Investment Advisor fail to deliver a Prospectus or the then current Prospectus. This indemnity agreement will be in addition to any liability which the Issuer may otherwise have. (ii) The Issuer also agrees to indemnify any Underwriters of Registrable Securities under a Registration Statement, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Pension Plans, the Retirement Trust and the Investment Advisor provided in this Section 6(a) and shall, if requested by the Retirement Trust on behalf of the Pension Plans and the Investment Advisor, enter into an underwriting agreement reflecting such agreement, as provided in Section 4 hereof. (b) Each Underwriter (if any) shall agree to indemnify and hold harmless the Issuer, the Investment Advisor, the Retirement Trust and the Pension Plans, and each of their directors, officers, employees and agents, and each person who controls the Issuer within the meaning of either the Act or the Exchange Act to the same extent as the foregoing indemnity from the Issuer, but only with reference to written information relating to the Underwriter furnished to the Issuer by or on behalf of such Underwriter specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any such Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent the indemnifying party did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and 9 expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel (and local counsel) if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party; provided further, that the indemnifying party shall not be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) representing all the indemnified parties under paragraph (a)(i), paragraph (a)(ii) or paragraph (b) above. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 6 is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall have a joint and several obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), the aggregate contribution of the Retirement Trust and the Pension Plans 10 hereunder shall not exceed the gross proceeds received by the Pension Plans (including the Retirement Trust) from the Transfer of the Registrable Securities and no person quality of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6, each person who controls the Retirement Trust and/or the Pension Plans within the meaning of either the Act or the Exchange Act shall have the same rights to contribution as the Pension Plans (including the Retirement Trust), and each person who controls the Issuer within the meaning of either the Act or the Exchange Act, and each of its directors, officers, employees and agents, shall have the same rights to contribution as the Issuer, subject in each case to the applicable terms and condition of this paragraph (d). (e) The provisions of this Section 6 will remain in full force and effect, regardless of any investigation made by or on behalf of any indemnified party, and will survive the termination of this Agreement and the sale by the Retirement Trust on behalf of the Pension Plans of any Registrable Securities covered by a Registration Statement hereunder. SECTION 7. SELECTION OF UNDERWRITERS. Each of the Pension Plans (acting through the Retirement Trust) may sell, at its option, any Registrable Securities pursuant to an Underwritten Offering. In any such Underwritten Offering, the Underwriters that will participate in the offering will be selected by the Retirement Trust and the Investment Advisor; provided, however, that such Underwriters must be reasonably satisfactory to the Issuer. SECTION 8. MISCELLANEOUS. (a) No Inconsistent Agreements. The Issuer has not, as of the date hereof, entered into, any agreement that is inconsistent with the rights granted to the Pension Plans herein or that otherwise conflict with the provisions hereof. (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless agreed to in a writing executed by the Issuer and the Pension Plans (acting through the Retirement Trust) and the Investment Advisor. (c) Notices. All notices and other communications provided for or permitted hereunder shall, except where notice by teleconference is specifically provided for herein, be made in writing by hand-delivery, first-class mail, telex, telecopier, or air courier guaranteeing overnight delivery: (i) If to the Pension Plans, the Retirement Trust, the Trustee and/or the Investment Advisor at the following address: 11 The Northern Trust Company 50 South LaSalle Street Chicago, Illinois 60675 Attention: Mr. Peter Sparrow, Vice President Tel: (312) 444-4930 Fax: (312) 630-6062 (ii) If to the Issuer, at the following address: The Goodyear Tire & Rubber Company 1144 East Market Street Akron, Ohio 44316-0001 Attention: Vice President and Treasurer Tel: (330) 796-7848 Fax: (330) 796-1021 All such notices and communications shall be deemed to have been duly given when received. The Pension Plans, the Retirement Trust, the Trustee, the Investment Advisor, or the Issuer may, by notice to the other, designate additional or different addresses for subsequent notices or communications. (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto and their respective directors, trustees, officers, employees, agents and controlling persons. None of the rights or obligations under this Agreement shall be assigned by the Retirement Trust or the Investment Advisor without the prior written consent of the Issuer. (e) Counterparts. This agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (f) Headings. The headings in this agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law. This agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, without regard to such State's conflicts of laws provisions. (h) No Third Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the Issuer, the Pension Plans, the Retirement Trust and the Investment Advisor, and to the extent set forth in Section 5, those other persons expressly named as indemnified parties hereunder. Nothing in this Agreement shall be construed to 12 give to any other person any legal or equitable right, remedy or claim under this Agreement. (i) Termination. Unless extended by the Issuer, this Agreement shall terminate at such time as there are no longer any Registrable Securities held by the Retirement Trust on behalf of the Pension Plans. (j) Cooperation. Each party hereto shall take such further action, and execute and deliver such additional documents, as may be reasonably requested by any other party hereto in order to carry out the purposes of this Agreement. IN WITNESS WHEREOF, the parties hereto, being duly authorized, have executed and delivered this Agreement as of the date first above written. THE GOODYEAR TIRE & RUBBER COMPANY By: /s/ Darren R. Wells --------------------------------------------------- Name: Darren R. Wells Title: Vice President and Treasurer THE GOODYEAR TIRE & RUBBER COMPANY DIRECTED RETIREMENT TRUST By: The Northern Trust Company, as Trustee By: /s/ Peter R. Sparrow ------------------------------------------ Name: Peter R. Sparrow Title: Vice President THE NORTHERN TRUST COMPANY, as Investment Advisor By: /s/ Peter R. Sparrow --------------------------------------------------- Name: Peter R. Sparrow Title: Vice President 13 SCHEDULE I "THE SHARES OF COMMON STOCK OF THE GOODYEAR TIRE & RUBBER COMPANY ("GOODYEAR") REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF AMERICA (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR OTHER SIMILAR LAWS OF ANY JURISDICTION (THE "LAWS"), AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGE OR OTHERWISE DISPOSE OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN COMPLIANCE WITH APPLICABLE EXEMPTIONS(S) FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND UNTIL GOODYEAR SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT THE SHARES OF COMMON STOCK EVIDENCED BY THIS SECURITY MAY BE OFFERED AND SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH ALL SUCH APPLICABLE LAWS. ANY OFFER, SALE, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IS SUBJECT TO RESTRICTIONS CONTAINED IN A LETTER OF AGREEMENT DATED SEPTEMBER 12, 2002 AMONG GOODYEAR, THE GOODYEAR COMMON TRUST FOR THE COLLECTIVE INVESTMENT OF RETIREMENT PLAN FUNDS, THE GOODYEAR DIRECTED RETIREMENT TRUST AND THE NORTHERN TRUST COMPANY. THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE AT, AND MAY BE REVIEWED AT OR OBTAINED FROM, THE OFFICE OF THE SECRETARY OF GOODYEAR LOCATED AT 1144 EAST MARKET STREET, AKRON, OHIO 44316-0001, UNITED STATES OF AMERICA. SCHEDULE II Agreement dated September 12, 2002, among Issuer, the Pension Trust, the Retirement Trust, the Named Fiduciary and Northern. 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EX-10.1

                                  EXHIBIT 10.1





                                         September 12, 2002


The Goodyear Tire & Rubber Company
   Common Trust Fund for the
   Collective Investment of Retirement Plan Funds
   c/o Wingfoot Corporation, Trustee
                  and
The Goodyear Tire & Rubber Company
   Investment Committee
                  and
The Goodyear Tire & Rubber Company
   Directed Retirement Trust
   c/o The Northern Trust Company,
   Trustee and Investment Advisor

         Re:      Contribution of Goodyear Common Stock

Gentlemen:

         The Goodyear Tire & Rubber Company (the "Company") does hereby
contribute to The Goodyear Tire & Rubber Company Directed Retirement Trust (the
"Directed Trust"), a sub-trust of The Goodyear Tire & Rubber Company Common
Trust for the Collective Investment of Retirement Plan Funds (the "Pension
Trust"), which holds and manages certain assets for the benefit of The Goodyear
Tire & Rubber Company Salaried Pension Plan and the 1950 Pension Plan of The
Goodyear Tire & Rubber (collectively, the "Plans"), 11,300,000 shares of the
Common Stock, without par value, of the Company (the "Shares"). The fair and
market value of the Shares on September 12, 2002 is $12.20 per share as set
forth in a written opinion from Duff & Phelps LLP dated September 12, 2002.

         The Goodyear Tire & Rubber Company Investment Committee, in its
capacity as the primary fiduciary in respect of the Plans, hereby accepts the
contribution of the Shares on behalf of the Plans and directs the Company to
issue certificates representing the Shares to the Directed Trust. Wingfoot
Corporation, in its capacity as Trustee of the Pension Trust, acknowledges the
contribution of the Shares to the Plans.

         The Shares have not been registered under the Securities Act of 1933,
as amended (the "Act"). The Shares may not be offered, sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of except (i) in
compliance with an applicable exemption from the registration requirements of
the Act and any state securities or similar laws and in conformance in all
respects with all other applicable provisions of the Act and other applicable
laws, and then, only after the Company shall have received an opinion of counsel
satisfactory to it to the effect



that the Shares may be offered, sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of in compliance with such applicable
exemption, or (ii) pursuant to an effective registration statement under the Act
and in compliance with any applicable registration, qualification or other
requirements of applicable state securities and similar laws.

         The Directed Trust, acting through Northern Trust Company ("Northern")
in its capacity as trustee of the Directed Trust (the "Trustee"), and Northern,
acting in its capacity as the investment manager/advisor to the Directed Trust
(the "Advisor") hereby (i) accepts the Shares on behalf, and for the benefit, of
the Plans as assets of the Directed Trust, (ii) acknowledges that the Shares
have not been registered under the Act, (iii) confirms that it is authorized to
accept the Shares and to hold the Shares in accordance with the requirements of
this letter agreement, and (iv) agrees (on its behalf and on behalf of any
successor or permitted assign or transferee) that it will offer, sell, assign,
transfer, pledge, hypothecate or otherwise dispose of the Shares only in
accordance with the conditions set forth in this letter agreement.

         The Company agrees that, upon the request of Northern acting in its
capacity as the Trustee and the Advisor, the Company will enter into a
"Registration Rights Agreement" with respect to all shares of the Common Stock,
without par value, of the Company (the "Common Stock") acquired by the Pension
Plans from the Company (including the Shares and the shares of Common Stock
contributed on September 10, 2001 to the Pension Trust) and held by the Directed
Trust in the form, appropriately completed, of Exhibit A hereto or in such other
form and containing such other terms and conditions as Goodyear, the Trustee and
the Advisor may mutually agree.

         The Directed Trust represents that it is authorized to accept, own and
hold the Shares and that it will not dispose of, or cause the disposition of,
the Shares except in accordance with the terms of the Directed Trust and its
obligations under this Agreement. Northern agrees that, as Trustee, it will hold
title to the Shares and that, as Trustee and Advisor, it will not dispose of, or
cause the disposition of, the Shares except in accordance with the terms of the
Directed Trust and its obligations under this Agreement.

         Northern, whether acting in its capacity as Trustee or as Advisor,
shall not offer, sell, assign, transfer, pledge or otherwise dispose of the
Shares (or any of them), except: (i) in compliance with an applicable exemption
from the registration requirements of the Act and any applicable state
securities and similar laws, and then only after the Company shall have received
an opinion of counsel satisfactory to the Company that the Shares (or such
portion of them) may be offered, sold, assigned, transferred, pledged or
otherwise disposed of, as the case may be, in compliance with such applicable
exemption(s); or (ii) pursuant to an effective registration statement under the
Act and in accordance with the Registration Rights Agreement.

         The Company agrees that it will file on a timely basis all current,
quarterly and annual reports required to be filed by it pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended, at any time
while the Shares are owned by the Directed Trust.


                                       2


         Northern hereby acknowledges: (i) the transfer of the Shares to the
Directed Trust; (ii) that the Shares have not been registered under the Act and
constitute "restricted securities" within the meaning of that term as defined in
Rule 144 promulgated by the Securities and Exchange Commission under the Act;
and (iii) the Company has determined that the holding period under Rule 144(d)
(1) promulgated under the Act starts on the date hereof. Unless the Registration
Rights Agreement has been entered into by the Company and an effective
registration statement relating to the Shares is in effect under the Act, and
the offer and sale of the Shares is effected, as contemplated thereby, Northern,
whether acting in its capacity as Trustee or as Advisor, agrees to offer, sell,
assign, transfer, pledge or otherwise dispose of the Shares only in compliance
with an available exemption from the registration provisions of the Act and
similar laws and regulations and with the conditions set forth in this Agreement
and the legend on the Shares, a copy of which is set forth as Schedule I hereto.

         If the Shares are not the subject of an effective registration
statement under the Act and the Directed Trust, acting through Northern as
Trustee and/or Advisor (or any successor to the Advisor), offers and sells any
of the Shares at a time and in a manner that would be in all respects in
accordance with all applicable provisions of Rule 144 (including paragraphs (c),
(d), (e), (f), (g), (h) and (k) of Rule 144), the Shares then being offered and
sold may be transferred, subject to compliance with said applicable provisions
of Rule 144 and any applicable state laws, without a legend and without being
subject to the following provisions of this Agreement.

         If the Shares are not the subject of an effective registration
statement under the Act and the Directed Trust, acting through Northern as
Trustee and/or Advisor, desires to sell, or to transfer, assign, pledge or
otherwise dispose of, any of the Shares in a transaction not in compliance with
Rule 144, such transaction shall be effected only if there is, and only in
accordance with, an available exemption from the registration provisions of the
Act and each party that proposes to acquire any Shares (each a "Transferee")
shall be required to enter into an agreement with the Company, and Northern in
its capacity as the Trustee of the Directed Trust, providing, among other
things, that: (a) it will not offer, sell, transfer, assign, pledge, hypothecate
or otherwise dispose of any of the Shares owned or otherwise acquired or held by
such Transferee except pursuant to an applicable exemption from the registration
requirements of the Act and other applicable laws and until the Company shall
have received an opinion of counsel satisfactory to the Company to the effect
that no registration under the Act and/or any applicable state securities laws
is required in order to lawfully effect the transaction contemplated because of
the applicability of an exemption or exemptions from registration under the Act
and each other applicable securities law and that the transaction will be
effected in accordance with any and all conditions of such exemptions, and will
cause each certificate evidencing the Shares to bear a legend substantially in
the form of Schedule I hereto; (b) in the case of any proposed disposition of
any of the Shares, it will deliver to the Company prior to such disposition such
documentation regarding the proposed disposition as the Company may reasonably
request; (c) it will agree to offer, sell, pledge, transfer, assign or otherwise
dispose of the Shares only pursuant to (i) an exemption from registration under
the Act provided by Rule 144 thereunder (if available) or (ii) another
applicable exemption from the registration requirements of the Act, in each case
in conformance with all applicable securities laws of the United States and any
state thereof; and (d) except in the case of a sale pursuant to Rule 144, shall
agree that it will provide written notice to any subsequent purchaser or
transferee of the


                                       3


Shares of the resale restrictions contained in clauses (a), (b) and (c) of this
paragraph and require any purchaser or other transferee of any Shares to agree
in writing to the resale restrictions set forth in this letter Agreement, or, in
the case of any disposition of Shares in accordance with Rule 144 under the Act,
shall agree that it will promptly notify the Company of such intended
disposition and shall deliver to the Company an executed copy of any notice on
Form 144 required to be filed by the transferor with the Securities and Exchange
Commission.

         Northern hereby: (i) agrees that as Trustee it will identify the Shares
on its books and records relating to the Directed Trust as "restricted
securities", (ii) confirms that under the Directed Trust, whether acting as
Trustee or Advisor, it cannot, and agrees that it will not, offer, sell, assign,
transfer, pledge or otherwise dispose of any Shares except in accordance with
the requirements set forth in this Agreement; and (iii) agrees that in the event
that Northern, as Advisor, or any other successor or investment advisor or
investment manager authorized to give directions under the Directed Trust,
directs Trustee to offer and sell, settle the sale of, or to otherwise effect
any assignment, transfer, pledge or other disposition of, any Shares, it will
not deliver any Shares (other than pursuant to a transaction covered by an
effective registration statement under the Act and in accordance with the terms
of the Registration Rights Agreement) until it has received confirmation from
the Company that the relevant transaction(s) will be effected in compliance with
an available exemption from the registration provisions of the Act and similar
laws and regulations and with the conditions set forth in this Agreement or
pursuant to an effective registration statement under the Act and in accordance
with the provisions of the Registration Rights Agreement. Northern may
conclusively rely, without duty of inquiry, upon such confirmation from any
officer of, or attorney representing, the Company.

         This letter agreement shall be governed by the laws of the State of New
York and shall be binding on the successors and permitted assigns of the
Directed Trust, the Trustee and the Advisor. The Directed Trust shall not assign
this letter agreement or any of their respective duties, obligations, rights or
interests under this letter agreement without the express prior written consent
of the Company.

                                  Very truly yours,

                                  The Goodyear Tire & Rubber Company
                                  By: /s/ Robert W. Tieken
                                      ------------------------------------------
                                        Robert W. Tieken
                                        Executive Vice President and
                                        Chief Financial Officer




                                       4




Agreed this 12th day of September, 2002.

The Goodyear Tire & Rubber Company
Common Trust Fund for the
Collective Investment of Retirement Plan Funds

         By:  Wingfoot Corporation, Trustee

         By: /s/ Stephanie W. Bergeron
             -------------------------------------------------
             Stephanie W. Bergeron, Vice President and Treasurer

         Attest: /s/ Bertram Bell
                 ---------------------------------------------
                 Bertram Bell, Secretary

The Goodyear Tire & Rubber Company Investment Committee

By: /s/ Darren R. Wells
    -------------------------------------------------
    Darren R. Wells


The Goodyear Tire & Rubber Company Directed Retirement Trust

         By:  The Northern Trust Company, Trustee

         By: /s/ Peter R. Sparrow
             -------------------------------------------------
             Peter R. Sparrow, Vice President

The Northern Trust Company, as Investment Manager/Advisor and Trustee
   of The Goodyear Tire & Rubber Company Directed Retirement Trust

By: /s/ Peter R. Sparrow
    -------------------------------------------------
    Peter R. Sparrow, Vice President


                                       5




                                   SCHEDULE I


         "THE SHARES OF COMMON STOCK OF THE GOODYEAR TIRE & RUBBER COMPANY
         ("GOODYEAR") REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF
         AMERICA (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR OTHER
         SIMILAR LAWS OF ANY JURISDICTION (THE "LAWS"), AND MAY NOT BE OFFERED,
         SOLD, TRANSFERRED, ASSIGNED, PLEDGE OR OTHERWISE DISPOSE OF EXCEPT
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT OR IN COMPLIANCE WITH APPLICABLE EXEMPTIONS(S) FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER APPLICABLE
         LAWS AND UNTIL GOODYEAR SHALL HAVE RECEIVED AN OPINION OF COUNSEL
         SATISFACTORY TO IT THAT THE SHARES OF COMMON STOCK EVIDENCED BY THIS
         SECURITY MAY BE OFFERED AND SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE
         WITH ALL SUCH APPLICABLE LAWS. ANY OFFER, SALE, TRANSFER OR OTHER
         DISPOSITION OF THIS SECURITY IS SUBJECT TO RESTRICTIONS CONTAINED IN A
         LETTER OF AGREEMENT DATED SEPTEMBER 12, 2002 AMONG GOODYEAR, THE
         GOODYEAR COMMON TRUST FOR THE COLLECTIVE INVESTMENT OF RETIREMENT PLAN
         FUNDS, THE GOODYEAR DIRECTED RETIREMENT TRUST AND THE NORTHERN TRUST
         COMPANY. THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH
         THE TERMS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE AT, AND MAY BE
         REVIEWED AT OR OBTAINED FROM, THE OFFICE OF THE SECRETARY OF GOODYEAR
         LOCATED AT 1144 EAST MARKET STREET, AKRON, OHIO 44316-0001, UNITED
         STATES OF AMERICA.

EX-10.2

                                  EXHIBIT 10.2



                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as
of September 12, 2002, by and between THE GOODYEAR TIRE & RUBBER COMPANY, an
Ohio corporation (the "Issuer"), and THE NORTHERN TRUST COMPANY, an Illinois
banking corporation ("Northern"), as the trustee (in such capacity, the
"Trustee") of The Goodyear Tire & Rubber Company Directed Retirement Trust (the
"Retirement Trust") and, as investment manager/advisor (Northern, or any
successor entity or entities appointed to act in such capacity, the "Investment
Advisor"), for and on behalf of the 1950 Pension Plan of The Goodyear Tire &
Rubber Company and The Goodyear Tire & Rubber Company Salaried Pension Plan (the
"Pension Plans"), which Pension Plans are beneficiaries of this Agreement.

         WHEREAS, the Issuer has contributed 15,600,000 shares of its common
stock, without par value (the "Common Stock") to the Retirement Trust, a
repository of certain of the assets of the Pension Plans, on behalf of the
Pension Plans, which Shares are held by the Retirement Trust for the benefit of
the Pension Plans; and

         WHEREAS, the Investment Advisor has been appointed by The Goodyear Tire
& Rubber Company Investment Committee, the named fiduciary (the "Named
Fiduciary") of the Pension Plans (as determined in accordance with Section
402(a) of the Employee Retirement Income Security Act of 1974, as amended), to
manage the assets of the Pension Plans held by the Retirement Trust, including
certain shares of Common Stock held by the Retirement Trust pursuant to
agreements dated June 17, 2002 and September 12, 2002, respectively, among the
Issuer, the Named Fiduciary and the Investment Advisor, and to exercise all
rights, powers and privileges appurtenant to such shares (subject to the
termination of such appointment and the appointment of one or more other
investment managers); and

         WHEREAS, the Investment Advisor has full power and authority to execute
and deliver this Agreement for the account and on behalf of the Retirement
Trust, and to so bind the Retirement Trust on behalf of the Pension Plans;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Issuer, the
Investment Advisor and the Retirement Trust, on behalf of the Pension Plans,
hereby agree as follows:

         SECTION 1. DEFINITIONS. Unless otherwise defined herein or the context
otherwise requires, the following terms shall have the respective meanings set
forth below:

         "Act" means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

         "Affiliate" of any specified person means any other person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control of
a person means the power, direct or indirect, to direct or


                                       1


cause the direction of the management and policies of such person whether by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

         "Business Day" means any day that the New York Stock Exchange, Inc. is
open for business.

         "Commission" means the Securities and Exchange Commission.

         "Common Stock" means the Common Stock, without par value, of The
Goodyear Tire & Rubber Company.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended and in effect from time to time.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

         "Investment Advisor" means The Northern Trust Company.

         "Issuer" means The Goodyear Tire & Rubber Company.

         "Losses" has the meaning set forth in Section 6(d) hereof.

         "Named Fiduciary" means The Goodyear Tire & Rubber Company Investment
Committee.

         "Pension Plans" means and includes the 1950 Pension Plan of The
Goodyear Tire & Rubber Company and The Goodyear Tire & Rubber Company Salaried
Pension Plan.

         "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement, and all amendments and supplements to the Prospectus,
including post-effective amendments.

         "Registrable Securities" means the Common Stock contributed from time
to time by the Issuer to the Pension Plans, and held on behalf of the Pension
Plans by the Retirement Trust, and any securities issued or issuable with
respect to the contributed Common Stock in connection with any stock dividend,
stock split (forward or reverse), combination of shares, recapitalization,
merge, consolidation, redemption, exchange of securities or other reorganization
or reclassification after the date hereof. In the event of any of the foregoing
with respect to the Registrable Securities or similar transactions affecting the
Registrable Securities, all references herein to any designation of securities
and to any specific number of shares of Registrable Securities shall be
appropriately adjusted to give effect thereto. As to any particular Registrable


                                       2


Securities, such securities will cease to be Registrable Securities when they
have been Transferred by the Retirement Trust on behalf of the Pension Plans.

         "Registration Statement" has the meaning set forth in Section 3(a)
hereof.

         "Retirement Trust" means The Goodyear Tire & Rubber Company Directed
Retirement Trust established pursuant to a Trust Agreement dated June 17, 2002,
which holds certain assets on behalf of the Pension Plans.

         "Transfer" means any sale, transfer or other disposition of the
Registrable Securities, whether by means of a Registration Statement hereunder
or otherwise (including by way of a private placement or sale under Rule 144
under the Act), and "Transferred" shall have a meaning correlative to the
foregoing.

         "Underwriter" means any underwriter of Registrable Securities in
connection with an offering thereof under a Registration Statement; provided,
that, except with respect to Section 6 hereof, if the Underwriters are
represented by one or more lead or managing underwriters, reference herein to
the "Underwriters" shall be deemed to refer to such lead or managing underwriter
or underwriters as representatives of the several underwriters.

         "Underwritten Offering" means an offering in which the Registrable
Securities are sold to an Underwriter for reoffering to the public.

         SECTION 2. LEGENDS ON CERTIFICATES REPRESENTING REGISTRABLE SECURITIES.

         (a) The Investment Advisor acknowledges that, subject to Section 2(b),
each certificate representing the Registrable Securities shall conspicuously
bear the legend set forth at Schedule I hereto.

         (b) The Issuer will instruct its transfer agent that the legend set
forth in Section 2(a) shall be removed upon the Transfer of Registrable
Securities by the Retirement Trust on behalf of the Pension Plans, if such
Transfer is made in accordance with all applicable provisions of this Agreement
and the Issuer determines that such legend is no longer required pursuant to, or
deemed necessary or appropriate in order to effect compliance with, applicable
law.

         (c) The Investment Advisor understands and acknowledges that the
Registrable Securities have not been registered under the Act or any state
securities law and that the Registrable Securities are "restricted securities"
within the meaning of Rule 144 under the Act until such time as they are
Transferred pursuant to an effective Registration Statement under the Act, or,
in certain circumstances, an exemption therefrom in accordance with the
agreements specified at Schedule II hereto.

         (d) Notwithstanding any provision to the contrary herein, the
Investment Advisor and the Issuer agree that in exercising their respective
rights and discharging their respective obligations under this Agreement, they
will comply with the federal securities laws, ERISA, and all other requirements
of applicable law.



                                       3




         SECTION 3. SHELF REGISTRATION.

         (a) The Issuer hereby agrees with respect to any Registrable Securities
that a registration statement on Form S-3 or other appropriate form pursuant to
Rule 415 (or any similar rule that may be adopted by the Commission) under the
Act for the resale of the Registrable Securities (such registration statement,
including amendments or supplements thereto, a "Registration Statement") by the
Investment Advisor acting on behalf of the Pension Plans and the Retirement
Trust will be filed by the Issuer within 90 days following any request by the
Investment Advisor made within one year after the date of the contribution of
the respective Registrable Shares and that the Issuer will use its best efforts
to cause such Registration Statement to be declared effective by the Commission
as soon as possible thereafter and shall cause a registration statement to
remain continuously effective for so long as the Registrable Securities are held
on behalf of the Pension Plans. The Issuer shall notify the Retirement Trust on
behalf of the Pension Plans when any such Registration Statement has been
declared effective.

         (b) If at any time, or from time to time, the Investment Advisor
proposes to cause the Retirement Trust (or other entity) acting on behalf of the
Pension Plans to effect a Transfer of Registrable Securities pursuant to a
Registration Statement, it shall notify the Issuer not less than ten business
days prior to the commencement of the proposed transfer (a "Transfer Notice").
Each Transfer Notice shall specify the proposed timetable for the Transfer.

         (c) Notwithstanding anything to the contrary herein, the Issuer may
postpone the filing or effectiveness of any Registration Statement, or suspend
the use of any Prospectus included therein, at any time if the Issuer
determines, in its reasonable judgment, that (i) appropriate financial
statements will not be available when a Transfer is proposed to be made, or (ii)
that such filing, effectiveness or proposed Transfer would (1) materially
interfere with any proposal or plan by the Issuer or any of its Affiliates to
engage in a material acquisition, merger, consolidation, tender offer,
securities offering or other material transaction, significant work on which had
commenced prior to receipt by the Issuer of the Transfer Notice relating to the
proposed Transfer or (2) would require the Issuer to make a public disclosure of
previously non-public information. Upon receipt by the Issuer of a Transfer
Notice, the Issuer shall promptly notify the Investment Advisor, the Retirement
Trust and the Pension Plans of any postponement or suspension pursuant to this
paragraph. The Issuer agrees that it will terminate any such postponement or
suspension as promptly as reasonably practicable, consistent with the
consummation of such transactions and the ripeness for and appropriateness of
public disclosure of the non-public information (as applicable), and will
promptly notify the Investment Advisor, the Retirement Trust and the Pension
Plans of such termination. In making any such determination to initiate or
terminate a postponement or suspension, the Issuer shall not be required to
consult with the Pension Plans, the Retirement Trust or the Investment Advisor
and any such determination shall be Issuer's responsibility alone, and neither
the Pension Plans nor the Retirement Trust nor the Investment Advisor shall have
any responsibility or liability therefor.


                                       4


         (d) The Investment Advisor agrees that it will not cause the Retirement
Trust to make any transfer of Registrable Securities pursuant to any
Registration Statement other than in accordance with the plan of distribution
described therein and that it will keep (and will cause any Underwriter or other
person acting on its behalf to keep) strictly confidential any information
provided to them in connection with the Issuer's exercise of its rights under
Section 3(c) hereof or otherwise provided to the Investment Advisor, or any
person acting on its behalf, hereunder. Nothing herein shall be construed to
prevent the Investment Advisor from causing the Retirement Trust to effect any
Transfer of Registrable Securities otherwise than pursuant to a Registration
Statement hereunder, provided that any such Transfer complies with all
applicable laws.

         SECTION 4. REGISTRATION PROCEDURES. In connection with any Registration
Statement filed in accordance with the terms hereof, the following provisions
shall apply:

         (a) The Issuer shall furnish to the Investment Advisor, prior to the
filing thereof with the Commission, a copy of any Registration Statement, and
each amendment thereof and each amendment or supplement, if any, to the
Prospectus included therein shall use its best efforts to reflect in each such
document, when so filed with the Commission, such comments as the Retirement
Trust and the Investment Advisor, acting on behalf of the Pension Plans, may
reasonably propose. The Investment Advisor and Retirement Trust, acting on
behalf of the Pension Plans, agree to provide to the Issuer any information that
the Issuer may reasonably request in connection with the preparation and filing
of any such Registration Statement and any amendment or supplement thereto.

         (b) The Issuer shall ensure that (i) any Registration Statement, and
any amendment and any Prospectus forming part thereof, and any amendment or
supplement thereto, complies in all material respects with the Act and the rules
and regulations thereunder, (ii) any Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any Prospectus
forming part of any Registration Statement, and any amendment or supplement to
such Prospectus, does not include an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that no representation or agreement is made hereby with respect to
information supplied in writing for inclusion in a Registration Statement or
Prospectus by the Investment Advisor or the Retirement Trust.

         (c) The Issuer shall notify the Retirement Trust and the Pension Plans
in writing:

             (i) when a Registration Statement and any amendment thereto has
             been filed with the Commission and when a Registration Statement or
             any post-effective amendment thereto has become effective;


                                       5


             (ii) of any request by the Commission for amendments or supplements
             to any Registration Statement or any Prospectus included therein or
             for additional information;

             (iii) of the issuance by the Commission of any stop order
             suspending the effectiveness of any Registration Statement or the
             initiation of any proceedings for that purpose;

             (iv) of the receipt by the Issuer of any notification with respect
             to the suspension of the qualification of the Registrable
             Securities included in any Registration Statement for sale in any
             jurisdiction or the initiation or threatening of any proceeding for
             such purpose; and

             (v) of the occurrence of any event that requires the making of any
             changes in any Registration Statement or Prospectus so that, as of
             such date, the statements therein are not misleading and do not
             omit to state a material fact required to be stated therein or
             necessary to make the statements therein (in the case of the
             Prospectus, in light of the circumstances under which they were
             made) not misleading (in which case the notice shall be accompanied
             by an instruction to suspend the use of the Prospectus until the
             requisite changes have been made).

         (d) The Issuer shall use its reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement at the earliest possible time.

         (e) The Issuer shall furnish to the Investment Advisor and to the
Underwriters, if any, named therein, such copies of any such Registration
Statement, amendment or supplement thereto, and any Prospectus included therein
(including each preliminary Prospectus and any amendments or supplements
thereto), and such other documents as the Investment Advisor or such
Underwriters (or their counsel) may reasonably request in order to facilitate
the disposition of the Registrable Securities.

         (f) Prior to any offering of Registrable Securities pursuant to any
Registration Statement, the Issuer shall use its best efforts to register or
qualify such Registrable Securities under the securities or blue sky laws of
such jurisdictions as the Investment Advisor or the Underwriters, if any, shall
reasonably request (if such laws require the registration or qualification of
such Registrable Securities to consummate the Transfer thereof) and to any and
all other acts or things necessary or advisable to enable the Pension Plans to
consummate the Transfer of the Registrable Securities in such jurisdictions;
provided, however, that the Issuer will not be required to qualify generally to
do business in any jurisdiction where it is not then so qualified or to take any
action which would subject it to general service of process or to taxation in
any such jurisdiction where it is not then so subject.


                                       6


         (g) The Issuer shall cooperate with the Investment Advisor and the
Pension Plans to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be Transferred pursuant to any
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as the Investment Advisor or the Underwriters, if
any, may request.

         (h) Upon the occurrence of any event contemplated by paragraph (c) (v)
above, the Issuer shall promptly prepare a post-effective amendment to any
Registration Statement or an amendment or supplement to the related Prospectus
or file any other required document so that, as thereafter delivered to
purchasers of the Registrable Securities included therein, the Prospectus will
not include an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

         (i) So long as the Common Stock is listed on any U.S. securities
exchange, the Issuer shall use its best efforts to cause all of the Registrable
Securities to be listed on such exchange.

         (j) The Issuer shall, if requested, promptly include in a Prospectus
supplement or post-effective amendment to a Registration Statement such
information as the Investment Advisor and, if applicable, the Underwriters
reasonably agree should be included therein, and shall make all required filings
of such Prospectus supplement or post-effective amendment as soon as reasonably
practicable after being notified of the matters to be included in such
Prospectus supplement or post-effective amendment.

         (k) The Issuer shall enter into such agreements (including underwriting
agreements in customary form) and take all other appropriate actions in order to
expedite or facilitate the registration or the Transfer of the Registrable
Securities as the Investment Advisor or the Underwriters, if any, may reasonably
request.

         (l) The Issuer shall (i) cause the Issuer's officers, directors,
employees and independent accountants to supply all relevant information
reasonably requested by the Investment Advisor or any such Underwriter,
attorney, accountant or agent in connection with any such Registration Statement
as is customary for similar due diligence examinations; provided, however, that
any information that is provided by or on behalf of Issuer shall be kept
confidential by the Investment Advisor, the Retirement Trust and the Pension
Plans and any such Underwriter, attorney, accountant or agent, unless disclosure
thereof is made in connection with a court proceeding or is required by law, or
such information has become available to the public generally or through a third
party without an accompanying obligation of confidentiality; (ii) make such
representations and warranties to the Pension Plans, the Retirement Trust, the
Investment Advisor and the Underwriters, if any, in form and substance as are
customarily made by issuers to Underwriters; (iii) obtain opinions of counsel to
the Issuer (which counsel may be an officer or employee of the Issuer) and
updates thereof (which counsel and opinions (in form and substance) shall be
reasonably satisfactory) addressed to the Retirement Trust


                                       7


on behalf of the Pension Plans, the Investment Advisor and the Underwriters, if
any, covering such matters as are customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably requested by
the Retirement Trust on behalf of the Pension Plans and such Underwriters; (iv)
obtain "cold comfort" letters and updates thereof from the independent public
accountants of the Issuer addressed to the Retirement Trust and the Pension
Plans (provided the Pension Plans and the Trustee furnish the accountants with
such representations as the accountants customarily require in similar
situations), the Investment Advisor and the Underwriters, if any, in customary
form and covering matters of the type customarily covered in "cold comfort"
letters in connection with primary underwritten offerings; and (v) deliver such
documents and certificates as may be reasonably requested by the Pension Plans,
the Retirement Trust, the Investment Advisor and the Underwriters, if any, and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Issuer. The foregoing actions set forth in clauses
(ii), (iii), (iv), and (v) above shall be performed at the effectiveness of such
Registration Statement and each post-effective amendment thereto and, if any, at
each closing of an Underwritten Offering under any underwriting or similar
agreement as and to the extent required thereunder.

         SECTION 5. REGISTRATION EXPENSES. The Issuer shall bear all expenses
incurred in connection with the performance of its obligations under this
Agreement and shall reimburse the Pension Plans and the Investment Advisor for
the reasonable fees and disbursements of one counsel (which shall be reasonably
acceptable to the Issuer) designated by each of them to act as their respective
legal counsel in connection with any Registration Statement hereunder. The
Issuer shall have the right to select the financial printer to be used in
connection with any registration of Registrable Securities hereunder. In no
event shall Issuer have any obligation in respect of any fees or commissions to
any broker, dealer, agent or other party or any underwriting discount,
commission, fee or allowance incurred by the Retirement Trust on behalf of the
Pension Plans or the Investment Advisor in connection with any Transfer of the
Registrable Securities or any of them.

         SECTION 6.  INDEMNIFICATION AND CONTRIBUTION.

         (a) (i) In connection with any Registration Statement, the Issuer
agrees to indemnify and hold harmless the Pension Plans, the Retirement Trust
and the Investment Advisor and each person who controls either of them within
the meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration or in any preliminary Prospectus or
Prospectuses, or in any amendment thereof or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,


                                       8


liability or action; provided, however, that the Issuer will not be liable in
any case to the extent that any such loss, claim, damage or liability arises out
of or is based upon (A) any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Issuer by or on behalf of the Pension
Plans or any other indemnified party specifically for inclusion therein, (B) use
a Registration Statement or the related Prospectus during a period when a stop
order has been issued in respect of such Registration Statement or any
proceedings for that purpose have been initiated or use of a Prospectus when use
of such Prospectus has been suspended pursuant to Section 3(d); provided,
further, in each case, that the Pension Plans, the Retirement Trust or the
Investment Advisor or such other indemnified party received prior notice of such
stop order, initiation of proceedings or suspension or (C) if the Pension Plans,
the Retirement Trust or the Investment Advisor fail to deliver a Prospectus or
the then current Prospectus. This indemnity agreement will be in addition to any
liability which the Issuer may otherwise have.

         (ii) The Issuer also agrees to indemnify any Underwriters of
Registrable Securities under a Registration Statement, their officers and
directors and each person who controls such Underwriters on substantially the
same basis as that of the indemnification of the Pension Plans, the Retirement
Trust and the Investment Advisor provided in this Section 6(a) and shall, if
requested by the Retirement Trust on behalf of the Pension Plans and the
Investment Advisor, enter into an underwriting agreement reflecting such
agreement, as provided in Section 4 hereof.

         (b) Each Underwriter (if any) shall agree to indemnify and hold
harmless the Issuer, the Investment Advisor, the Retirement Trust and the
Pension Plans, and each of their directors, officers, employees and agents, and
each person who controls the Issuer within the meaning of either the Act or the
Exchange Act to the same extent as the foregoing indemnity from the Issuer, but
only with reference to written information relating to the Underwriter furnished
to the Issuer by or on behalf of such Underwriter specifically for inclusion in
the documents referred to in the foregoing indemnity. This indemnity agreement
will be in addition to any liability which any such Underwriter may otherwise
have.

         (c) Promptly after receipt by an indemnified party under this Section 6
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent the
indemnifying party did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and
defenses and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying party shall
be entitled to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and


                                       9


expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel (and local
counsel) if (i) the use of counsel chosen by the indemnifying party to represent
the indemnified party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party; provided further, that the indemnifying party shall
not be responsible for the fees and expenses of more than one separate counsel
(together with appropriate local counsel) representing all the indemnified
parties under paragraph (a)(i), paragraph (a)(ii) or paragraph (b) above. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

         (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 6 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall have a joint and several obligation
to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively "Losses") to which such
indemnified party may be subject in such proportion as is appropriate to reflect
the relative benefits received by such indemnifying party, on the one hand, and
such indemnified party, on the other hand, from the Registration Statement which
resulted in such Losses. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, the indemnifying party and the
indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. The parties agree
that it would not be just and equitable if contribution were determined by pro
rata allocation or any other method of allocation which does not take account of
the equitable considerations referred to above. Notwithstanding the provisions
of this paragraph (d), the aggregate contribution of the Retirement Trust and
the Pension Plans



                                       10


hereunder shall not exceed the gross proceeds received by the Pension Plans
(including the Retirement Trust) from the Transfer of the Registrable Securities
and no person quality of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For purposes of this
Section 6, each person who controls the Retirement Trust and/or the Pension
Plans within the meaning of either the Act or the Exchange Act shall have the
same rights to contribution as the Pension Plans (including the Retirement
Trust), and each person who controls the Issuer within the meaning of either the
Act or the Exchange Act, and each of its directors, officers, employees and
agents, shall have the same rights to contribution as the Issuer, subject in
each case to the applicable terms and condition of this paragraph (d).

         (e) The provisions of this Section 6 will remain in full force and
effect, regardless of any investigation made by or on behalf of any indemnified
party, and will survive the termination of this Agreement and the sale by the
Retirement Trust on behalf of the Pension Plans of any Registrable Securities
covered by a Registration Statement hereunder.

         SECTION 7.  SELECTION OF UNDERWRITERS.

         Each of the Pension Plans (acting through the Retirement Trust) may
sell, at its option, any Registrable Securities pursuant to an Underwritten
Offering. In any such Underwritten Offering, the Underwriters that will
participate in the offering will be selected by the Retirement Trust and the
Investment Advisor; provided, however, that such Underwriters must be reasonably
satisfactory to the Issuer.

         SECTION 8.  MISCELLANEOUS.

         (a) No Inconsistent Agreements. The Issuer has not, as of the date
hereof, entered into, any agreement that is inconsistent with the rights granted
to the Pension Plans herein or that otherwise conflict with the provisions
hereof.

         (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless agreed to in a writing executed by the Issuer and the
Pension Plans (acting through the Retirement Trust) and the Investment Advisor.

         (c) Notices. All notices and other communications provided for or
permitted hereunder shall, except where notice by teleconference is specifically
provided for herein, be made in writing by hand-delivery, first-class mail,
telex, telecopier, or air courier guaranteeing overnight delivery:

             (i) If to the Pension Plans, the Retirement Trust, the Trustee
         and/or the Investment Advisor at the following address:



                                       11


                  The Northern Trust Company
                  50 South LaSalle Street
                  Chicago, Illinois 60675
                  Attention:  Mr. Peter Sparrow, Vice President
                  Tel: (312) 444-4930
                  Fax: (312) 630-6062

                  (ii) If to the Issuer, at the following address:

                  The Goodyear Tire & Rubber Company
                  1144 East Market Street
                  Akron, Ohio 44316-0001
                  Attention:  Vice President and Treasurer
                  Tel: (330) 796-7848
                  Fax: (330) 796-1021

                  All such notices and communications shall be deemed to have
         been duly given when received.

                  The Pension Plans, the Retirement Trust, the Trustee, the
         Investment Advisor, or the Issuer may, by notice to the other,
         designate additional or different addresses for subsequent notices or
         communications.

         (d) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto
and their respective directors, trustees, officers, employees, agents and
controlling persons. None of the rights or obligations under this Agreement
shall be assigned by the Retirement Trust or the Investment Advisor without the
prior written consent of the Issuer.

         (e) Counterparts. This agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

         (f) Headings. The headings in this agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (g) Governing Law. This agreement shall be governed by and construed in
accordance with the internal laws of the State of New York applicable to
agreements made and to be performed in said State, without regard to such
State's conflicts of laws provisions.

         (h) No Third Party Beneficiaries. This Agreement is for the sole and
exclusive benefit of the Issuer, the Pension Plans, the Retirement Trust and the
Investment Advisor, and to the extent set forth in Section 5, those other
persons expressly named as indemnified parties hereunder. Nothing in this
Agreement shall be construed to


                                       12


give to any other person any legal or equitable right, remedy or claim under
this Agreement.

         (i) Termination. Unless extended by the Issuer, this Agreement shall
terminate at such time as there are no longer any Registrable Securities held by
the Retirement Trust on behalf of the Pension Plans.

         (j) Cooperation. Each party hereto shall take such further action, and
execute and deliver such additional documents, as may be reasonably requested by
any other party hereto in order to carry out the purposes of this Agreement.

         IN WITNESS WHEREOF, the parties hereto, being duly authorized, have
executed and delivered this Agreement as of the date first above written.

                        THE GOODYEAR TIRE & RUBBER COMPANY

                        By:  /s/ Darren R. Wells
                             ---------------------------------------------------
                             Name:  Darren R. Wells
                             Title:  Vice President and Treasurer


                        THE GOODYEAR TIRE & RUBBER COMPANY
                        DIRECTED RETIREMENT TRUST

                                 By:  The Northern Trust Company, as Trustee


                                 By:  /s/ Peter R. Sparrow
                                      ------------------------------------------
                                      Name: Peter R. Sparrow
                                      Title: Vice President


                        THE NORTHERN TRUST COMPANY, as
                        Investment Advisor

                        By:  /s/ Peter R. Sparrow
                             ---------------------------------------------------
                             Name: Peter R. Sparrow
                             Title: Vice President



                                       13



                                   SCHEDULE I


         "THE SHARES OF COMMON STOCK OF THE GOODYEAR TIRE & RUBBER COMPANY
         ("GOODYEAR") REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OF THE UNITED STATES OF
         AMERICA (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR OTHER
         SIMILAR LAWS OF ANY JURISDICTION (THE "LAWS"), AND MAY NOT BE OFFERED,
         SOLD, TRANSFERRED, ASSIGNED, PLEDGE OR OTHERWISE DISPOSE OF EXCEPT
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT OR IN COMPLIANCE WITH APPLICABLE EXEMPTIONS(S) FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER APPLICABLE
         LAWS AND UNTIL GOODYEAR SHALL HAVE RECEIVED AN OPINION OF COUNSEL
         SATISFACTORY TO IT THAT THE SHARES OF COMMON STOCK EVIDENCED BY THIS
         SECURITY MAY BE OFFERED AND SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE
         WITH ALL SUCH APPLICABLE LAWS. ANY OFFER, SALE, TRANSFER OR OTHER
         DISPOSITION OF THIS SECURITY IS SUBJECT TO RESTRICTIONS CONTAINED IN A
         LETTER OF AGREEMENT DATED SEPTEMBER 12, 2002 AMONG GOODYEAR, THE
         GOODYEAR COMMON TRUST FOR THE COLLECTIVE INVESTMENT OF RETIREMENT PLAN
         FUNDS, THE GOODYEAR DIRECTED RETIREMENT TRUST AND THE NORTHERN TRUST
         COMPANY. THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH
         THE TERMS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE AT, AND MAY BE
         REVIEWED AT OR OBTAINED FROM, THE OFFICE OF THE SECRETARY OF GOODYEAR
         LOCATED AT 1144 EAST MARKET STREET, AKRON, OHIO 44316-0001, UNITED
         STATES OF AMERICA.




                                   SCHEDULE II


                  Agreement dated September 12, 2002, among Issuer, the Pension
         Trust, the Retirement Trust, the Named Fiduciary and Northern.

                  Agreement dated June 17, 2002, among Issuer, the Pension
         Trust, the Retirement Trust, the Named Fiduciary and Northern.