10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2004

Commission File Number: 1-1927

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact name of Registrant as specified in its charter)

OHIO	34-0253240
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
1144 East Market Street, Akron, Ohio	44316-0001
(Address of Principal Executive Offices)	(Zip Code)

(330) 796-2121
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes ü No            

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ü No            

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

Number of Shares of Common Stock,
Without Par Value, Outstanding at September 30, 2004: 175,373,802

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		CONSOLIDATED STATEMENTS OF INCOME
		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
		CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
	ITEM 6. EXHIBITS
SIGNATURES
INDEX OF EXHIBITS
EX-4.1 Guarantee and Collateral Agreement
EX-4.2 Deposit-Funded Credit Agreement
EX-4.3 Purchase Agreement
EX-4.4 Indenture
EX-4.5 Registration Rights Agreement
EX-10.1 Umbrella Agreement
EX-10.2 Shareholder Agreement
EX-12 Statement Re: Computation of Ratios
EX-31.1 302 Certification - CEO
EX-31.2 302 Certification - CFO
EX-32.1 906 Certification - CEO and CFO

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
				Restated						Restated
(Dollars in millions, except per share amounts)	2004			2003			2004			2003
NET SALES	$	4,713.7		$	3,906.4		$	13,534.0		$	11,206.1
Cost of Goods Sold		3,766.6			3,195.6			10,830.9			9,200.2
Selling, Administrative and General Expense		700.4			586.0			2,075.7			1,751.3
Rationalizations (Note 2)		28.8			54.3			62.6			130.4
Interest Expense		95.0			78.9			266.2			219.7
Other (Income) and Expense (Note 3)		30.8			90.2			113.0			164.6
Foreign Currency Exchange Loss		10.5			10.8			14.2			29.8
Equity in (Earnings) Losses of Affiliates		(2.1	)		—			(5.8	)		3.9
Minority Interest in Net Income of Subsidiaries		18.3			8.7			44.4			32.0
Income (Loss) before Income Taxes		65.4			(118.1	)		132.8			(325.8	)
United States and Foreign Taxes on Income		28.9			1.3			145.1			46.5
NET INCOME (LOSS)	$	36.5		$	(119.4	)	$	(12.3	)	$	(372.3	)
NET INCOME (LOSS) PER SHARE OF COMMON STOCK – BASIC	$	0.21		$	(0.68	)	$	(0.07	)	$	(2.12	)
Average Shares Outstanding (Note 4)		175.4			175.3			175.3			175.3
NET INCOME (LOSS) PER SHARE OF COMMON STOCK – DILUTED	$	0.21		$	(0.68	)	$	(0.07	)	$	(2.12	)
Average Shares Outstanding (Note 4)		177.9			175.3			175.3			175.3

The accompanying notes are an integral part of these consolidated financial statements.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

				Restated
	September 30,			December 31,
(In millions)	2004			2003
Assets:
Current Assets:
Cash and cash equivalents	$	1,601.4		$	1,544.2
Restricted cash (Note 1)		85.6			23.9
Accounts and notes receivable, less allowance — $137.7 ($128.2 in 2003)		3,560.3			2,622.7
Inventories:
Raw materials		547.5			459.2
Work in process		144.4			112.0
Finished products		1,987.0			1,893.4
		2,678.9			2,464.6
Prepaid expenses and other current assets		247.8			305.7
Total Current Assets		8,174.0			6,961.1
Long-term Accounts and Notes Receivable		225.7			255.0
Investments in and Advances to Affiliates		30.4			178.9
Other Assets		80.1			71.5
Goodwill		647.8			618.6
Other Intangible Assets		144.9			161.9
Deferred Income Tax		70.6			70.5
Deferred Pension Costs		874.8			869.9
Deferred Charges		238.1			246.7
Properties and Plants, less accumulated depreciation — $7,405.9 ($7,247.8 in 2003)		5,188.6			5,208.9
Total Assets	$	15,675.0		$	14,643.0
Liabilities:
Current Liabilities:
Accounts payable-trade	$	1,726.0		$	1,574.9
Compensation and benefits		1,064.9			982.7
Other current liabilities		477.5			571.5
United States and foreign taxes		365.4			268.7
Notes payable (Note 5)		185.3			137.7
Long-term debt due within one year (Note 5)		1,209.0			113.5
Total Current Liabilities		5,028.1			3,649.0
Long-term Debt and Capital Leases (Note 5)		4,209.5			4,825.8
Compensation and Benefits		4,741.1			4,542.6
Deferred Income Tax		342.6			370.1
Other Long-term Liabilities		604.7			451.4
Minority Equity in Subsidiaries		787.4			825.0
Total Liabilities		15,713.4			14,663.9
Commitments and Contingent Liabilities (Note 7)
Shareholders’ Deficit:
Preferred Stock, no par value:
Authorized, 50.0 shares, unissued		—			—
Common Stock, no par value:
Authorized, 300.0 shares, Outstanding shares 175.4 (175.3 in 2003) after deducting 20.3 treasury shares (20.4 in 2003)		175.4			175.3
Capital Surplus		1,390.5			1,390.2
Retained Earnings		960.5			972.8
Accumulated Other Comprehensive Loss		(2,564.8	)		(2,559.2	)
Total Shareholders’ Deficit		(38.4	)		(20.9	)
Total Liabilities and Shareholders’ Deficit	$	15,675.0		$	14,643.0

The accompanying notes are an integral part of these consolidated financial statements.

- 2 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
				Restated						Restated
(In millions)	2004			2003			2004			2003
Net Income (Loss)	$	36.5		$	(119.4	)	$	(12.3	)	$	(372.3	)
Other Comprehensive Income (Loss):
Foreign currency translation gain (loss)		78.1			28.0			(21.4	)		229.7
Minimum pension liability		(4.5	)		(26.3	)		(2.8	)		(47.3	)
Deferred derivative gain (loss)		3.6			5.7			2.3			27.4
Reclassification adjustment for amounts recognized in Income		(2.4	)		(2.9	)		5.5			(11.0	)
Tax on derivative reclassification adjustment		—			—			(3.6	)		(2.0	)
Unrealized investment gain		2.3			1.8			14.4			11.4
Comprehensive Income (Loss)	$	113.6		$	(113.1	)	$	(17.9	)	$	(164.1	)

The accompanying notes are an integral part of these consolidated financial statements.

- 3 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
				Restated
(In millions)	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(12.3	)	$	(372.3	)
Adjustments to reconcile net loss to cash flows from operating activities:
Depreciation and amortization		459.5			461.0
Rationalizations (Note 2)		32.0			33.3
Asset sales (Note 3)		(2.1	)		12.3
Fire loss deductible expense (Note 3)		11.6			—
Minority interest and equity earnings		31.2			14.9
Net cash flows from sale of accounts receivable		40.8			(794.7	)
Changes in operating assets and liabilities, net of asset acquisitions and dispositions:
Accounts and notes receivable		(898.8	)		(504.7	)
Inventories		(64.8	)		(51.1	)
Accounts payable – trade		(18.7	)		(40.6	)
Pension contributions		(119.4	)		—
Prepaid expenses and other current assets		63.3			175.6
Compensation and benefits		367.3			30.8
United States and foreign taxes		75.1			114.6
Other assets and liabilities		77.6			68.0
Total adjustments		54.6			(480.6	)
TOTAL CASH FLOWS FROM OPERATING ACTIVITIES		42.3			(852.9	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(278.3	)		(266.3	)
Short-term securities redeemed		—			26.1
Asset dispositions		13.9			87.5
Acquisitions		(61.8	)		(71.2	)
Other transactions		35.9			82.9
TOTAL CASH FLOWS FROM INVESTING ACTIVITIES		(290.3	)		(141.0	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term debt incurred		162.5			318.3
Short-term debt paid		(148.0	)		(488.4	)
Long-term debt incurred		1,741.7			2,912.6
Long-term debt paid		(1,312.7	)		(1,575.3	)
Common stock issued		0.3			0.1
Dividends paid to Sumitomo Rubber Industries, LTD.		(13.0	)		(15.7	)
Debt issuance costs		(45.1	)		(104.1	)
Increase in restricted cash		(61.7	)		(6.0	)
Other transactions		—			27.9
TOTAL CASH FLOWS FROM FINANCING ACTIVITIES		324.0			1,069.4
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(18.8	)		34.4
Net Change in Cash and Cash Equivalents		57.2			109.9
Cash and Cash Equivalents at Beginning of the Period		1,544.2			920.1
Cash and Cash Equivalents at End of the Period	$	1,601.4		$	1,030.0

The accompanying notes are an integral part of these consolidated financial statements.

- 4 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

All per share amounts in these Notes to Consolidated Financial Statements are diluted unless otherwise indicated.

NOTE 1. ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with Form 10-Q instructions and in the opinion of management contain all adjustments (including normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These interim statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2003 of The Goodyear Tire & Rubber Company. Refer to note 1A, Restatement, for further discussion.

     Operating results for the three and nine months ended September 30, 2004 are not necessarily indicative of the results expected in subsequent quarters or for the year ending December 31, 2004.

Consolidation of Variable Interest Entities

     In January 2003, the Financial Accounting Standards Board (the “FASB”) issued Interpretation No. 46, “Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51,” as amended by FASB Interpretation No. 46 (revised December 2003) (collectively, “FIN 46”). FIN 46 requires companies to consolidate, at fair value, the assets, liabilities and results of operations of variable interest entities (VIEs) in which the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties or in which they hold a controlling financial interest through means other than the majority ownership of voting equity. Controlling financial interests typically are present when a company either 1) has the direct or indirect ability to make decisions about the VIE’s activities, 2) holds an obligation to absorb expected losses of a VIE, or 3) is entitled to receive the expected residual returns of a VIE. FIN 46 became effective immediately for all VIEs created after January 31, 2003, and required certain disclosures in financial statements issued after January 31, 2003, about the nature, purpose, size and activities of all VIEs covered by its provisions, and their maximum exposure to loss. FIN 46 also required companies to consolidate VIEs created before February 1, 2003, in financial statements for periods ending after June 15, 2003. During 2003, the FASB delayed the required implementation date of FIN 46 for entities that are not special purpose entities (SPEs) until the first reporting period ending after March 15, 2004.

     The Company applied the provisions of FIN 46, effective July 1, 2003, to those VIEs representing lease-financing arrangements with SPEs. The Company is a party to lease agreements with several unrelated SPEs that are VIEs as defined by FIN 46. The agreements are related to certain North American distribution facilities and certain corporate aircraft. The assets, liabilities and results of operations of these SPEs were consolidated in the third quarter of 2003.

     The Company had evaluated the impact of FIN 46 for entities that are not SPEs and deferred, until the first quarter of 2004, the application of FIN 46 to two previously unconsolidated investments; South Pacific Tyres (SPT), a tire manufacturer, marketer and exporter of tires in Australia and New Zealand, and T&WA, a wheel mounting operation in the United States which ships to original equipment manufacturers. The Company consolidated these investments effective January 1, 2004. This consolidation was treated as a non-cash transaction on the Consolidated Statements of Cash Flows with the exception of approximately $24 million of cash and cash equivalents from SPT and T&WA which is included in other assets and liabilities in the operating activities section of the statement. The consolidation of SPT and T&WA resulted in an increase in total assets of approximately $315 million and total liabilities of approximately $317 million. Net sales for both SPT and T&WA of approximately $315 million and $896 million were included in Goodyear’s total consolidated net sales for the third quarter and first nine months of 2004, respectively. SPT and T&WA both were near break-even for the third quarter of 2004. The net loss for both SPT and T&WA was approximately $1 million for the first nine months of 2004.

- 5 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     In connection with the consolidation of SPT and T&WA during the first quarter of 2004, Goodyear recorded approximately $5 million of goodwill. This increase in goodwill was partially offset by approximately $2 million of translation adjustments. Also, Goodyear’s other intangible asset for a supply agreement with SPT was eliminated upon consolidation of SPT. The supply agreement was recorded at $14.4 million on Goodyear’s Consolidated Balance Sheet at December 31, 2003.

     Goodyear and certain of its subsidiaries guarantee certain debt obligations of SPT and T&WA. Goodyear, Goodyear Australia PTY Limited, a wholly-owned subsidiary of Goodyear, and certain subsidiaries of Goodyear Australia Limited PTY guarantee SPT’s obligations under credit facilities in the amount of $74.0 million. The guarantees are unsecured. The SPT credit facilities are secured by certain subsidiaries of SPT. As of September 30, 2004, the carrying amount of the secured assets of these certain subsidiaries was $213.5 million, consisting primarily of accounts receivable, inventory and fixed assets. Goodyear guarantees an industrial revenue bond obligation of T&WA in the amount of $6.8 million. The guarantee is unsecured.

Restricted Cash

Restricted cash includes insurance proceeds related to Entran II litigation as well as cash deposited in support of trade agreements and performance bonds, and historically has included cash deposited in support of borrowings incurred by subsidiaries. Refer to Note 7, Commitments and Contingent Liabilities, for further information about Entran II claims. At September 30, 2004, cash balances totaling $85.6 million were subject to such restrictions, compared to $23.9 million at December 31, 2003.

Stock-Based Compensation

The Company uses the intrinsic value method to measure compensation cost for stock-based compensation. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company’s common stock at the date of grant over the amount an employee must pay to acquire the stock. Compensation cost for stock appreciation rights and performance units is recorded based on the quoted market price of the Company’s stock at the end of the reporting period.

     The following table presents the pro forma effect from using the fair value method to measure compensation cost:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
				Restated						Restated
(In millions, except per share)	2004			2003			2004			2003
Net income (loss) as reported	$	36.5		$	(119.4	)	$	(12.3	)	$	(372.3	)
Add: Stock-based compensation expense included in net loss (net of tax)		1.7			0.5			2.4			0.5
Deduct: Stock-based compensation expense calculated using the fair value method (net of tax)		(5.2	)		(7.2	)		(12.8	)		(20.6	)
Net income (loss) as adjusted	$	33.0		$	(126.1	)	$	(22.7	)	$	(392.4	)
Net income (loss) per share:
Basic – as reported	$	0.21		$	(0.68	)	$	(0.07	)	$	(2.12	)
– as adjusted		0.19			(0.72	)		(0.13	)		(2.24	)
Diluted – as reported	$	0.21		$	(0.68	)	$	(0.07	)	$	(2.12	)
– as adjusted		0.19			(0.72	)		(0.13	)		(2.24	)

Reclassification

     Certain items previously reported in specific financial statement captions have been reclassified to conform to the 2004 presentation.

- 6 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1A. RESTATEMENT

The Company will file an amendment to its 2003 Form 10-K which will include a note to the financial statements containing summary financial information related to certain of the Company’s investments in affiliates, a restatement of the Company’s prior period financial statements to record certain out-of-period adjustments identified and recorded in 2004 and to correct the misclassification of certain balance sheet tax accounts at December 31, 2003. Additionally the Company will also amend its first and second quarter 2004 Form 10-Qs to reverse the effect of the out-of-period adjustments recorded in those periods and correct the misclassification of certain balance sheet tax accounts.

     Approximately $4 million of these adjustments were recorded and disclosed in the Company’s first and second quarter 2004 Form 10-Qs. During the first quarter of 2004, the Company disclosed that it had recorded approximately $5 million of out-of-period charges primarily related to the reassessment of the estimate of the discount rate used in determining net periodic pension cost and benefit obligations for two minor pension plans of $1.3 million, a clerical error in recording adjustments to the workers’ compensation reserve of $1.8 million as part of the Company’s restatement as of December 31, 2003, and the reconciliation of an intra-company account of $1.5 million. During the second quarter of 2004, the Company recorded approximately $1 million of out-of-period income primarily related to an international pension plan of $1.2 million. During the third quarter, the Company identified additional out-of-period adjustments of $5.3 million. The adjustments primarily related to the write-off of goodwill of approximately $4.1 million associated with certain retail stores previously sold in France and the write-off of deferred charges of approximately $2.9 million, offset in part by a favorable adjustment related to an over accrual for payroll deductions of approximately $3.3 million and additional equity in earnings of approximately $1.0 million. Also included in the out-of-period adjustments were an offsetting charge and credit of $2.7 million relating to a leased tire asset account. Since it was not possible to allocate these offsetting adjustments to the applicable periods, the Company recorded both adjustments in the first quarter of 2004. Most of the adjustments were identified through the implementation of the Company’s previously announced measures to improve account reconciliation procedures.

     In addition to the prior period adjustments, the Company identified a misclassification of deferred income tax assets and liabilities on the Company’s Consolidated Balance Sheet beginning at December 31, 2003. The Company recorded certain deferred tax assets and liabilities on a gross basis rather than netting short-term deferred tax assets with short-term deferred tax liabilities and long-term deferred tax assets with long-term deferred tax liabilities. The misclassification overstated total assets and total liabilities by $356.7 million beginning at December 31, 2003. As part of this restatement, the Company corrected the misclassification which had no impact on shareholders’ equity, net income, or cash flows.

     Additionally, during the third quarter of 2004, the Company identified an error related to intercompany transactions arising from a programming and systems interface change which caused sales and cost of goods sold in its North American Tire business unit to be understated by equal amounts. The restatement reflects an increase in sales and cost of goods sold during the first quarter of 2004 of $10.4 million each and an increase in sales and cost of goods sold during the second quarter of 2004 of $10.8 million each to correct this. There was no effect on income before taxes or net income in any period.

     The net impact of the restatement on net loss for the three and nine month periods ended September 30, 2003 was to increase the net loss by $1.2 million and $4.6 million, respectively.

- 7 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The following table sets forth the effects of the restatement adjustments discussed above on the Consolidated Statement of Income for the three-month period ended September 30, 2003.

	Three Months Ended
	September 30, 2003
	(unaudited)
	As			As
(Dollars in millions except per share amounts)	Reported			Restated
Net Sales	$	3,906.1		$	3,906.4
Cost of Goods Sold		3,194.4			3,195.6
Selling, Administrative and General Expense		586.0			586.0
Rationalizations		54.3			54.3
Interest Expense		78.9			78.9
Other (Income) and Expense		89.7			90.2
Foreign Currency Exchange		10.8			10.8
Equity in (Earnings) Losses of Affiliates		0.2			—
Minority Interest in Net Income (Loss) of Subsidiaries		8.8			8.7
Income (loss) before Income Taxes		(117.0	)		(118.1	)
US and Foreign Taxes on Income		1.2			1.3
Net Loss	$	(118.2	)	$	(119.4	)
Net Loss per share – basic	$	(.67	)	$	(.68	)
Average Shares Outstanding		175.3			175.3
Net Loss per share – diluted	$	(.67	)	$	(.68	)
Average Shares Outstanding		175.3			175.3

- 8 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The following table sets forth the effects of the restatement adjustments discussed above on the Consolidated Statement of Income for the nine-month period ended September 30, 2003.

	Nine Months Ended
	September 30, 2003
	(unaudited)
	As			As
(Dollars in millions, except per share amounts)	Reported			Restated
Net Sales	$	11,205.2		$	11,206.1
Cost of Goods Sold		9,196.0			9,200.2
SAG		1,751.3			1,751.3
Rationalizations		130.4			130.4
Interest Expense		219.7			219.7
Other (Income) and Expense		162.7			164.6
Foreign Currency Exchange		29.8			29.8
Equity in Earnings of Affiliates		4.5			3.9
Minority Interest		32.3			32.0
Income (loss) before Income Taxes		(321.5	)		(325.8	)
US and Foreign Taxes on Income		46.2			46.5
Net Loss	$	(367.7	)	$	(372.3	)
Net Loss per share – basic	$	(2.10	)	$	(2.12	)
Average Shares Outstanding		175.3			175.3
Net Loss per share – diluted	$	(2.10	)	$	(2.12	)
Average Shares Outstanding		175.3			175.3

- 9 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The following table sets forth the effects of the restatement adjustments discussed above on the Consolidated Balance Sheet at December 31, 2003.

	December 31, 2003
	(unaudited)
	As			As
(Dollars and shares in millions)	Reported			Restated
Assets:
Current Assets:
Cash and cash equivalents	$	1,541.0		$	1,544.2
Restricted cash		23.9			23.9
Accounts and notes receivable		2,621.5			2,622.7
Inventories		2,465.0			2,464.6
Prepaid expenses and other current assets		336.7			305.7
Total Current Assets		6,988.1			6,961.1
Long term Accounts and Notes Receivable		255.0			255.0
Investments in and Advances to Affiliates		177.5			178.9
Other Assets		74.9			71.5
Goodwill		622.5			618.6
Other Intangible Assets		161.8			161.9
Deferred Income Tax		397.5			70.5
Prepaid and Deferred Pension Costs		868.3			869.9
Deferred Charges		252.7			246.7
Properties and Plants, less accumulated depreciation — $7,247.8 ($7,246.8 as previously reported)		5,207.2			5,208.9
TOTAL ASSETS	$	15,005.5		$	14,643.0
Liabilities:
Current Liabilities:
Accounts payable-trade	$	1,572.9		$	1,574.9
Compensation and benefits		983.1			982.7
Other current liabilities		572.2			571.5
United States and foreign taxes		306.1			268.7
Notes payable		137.7			137.7
Long term debt due within one year		113.5			113.5
Total Current Liabilities		3,685.5			3,649.0
Long Term Debt and Capital Leases		4,826.2			4,825.8
Compensation and Benefits		4,540.4			4,542.6
Deferred Income Tax		689.4			370.1
Other Long Term Liabilities		451.4			451.4
Minority Equity in Subsidiaries		825.7			825.0
Total Liabilities		15,018.6			14,663.9
Commitments and Contingent Liabilities
Shareholders’ Deficit:
Preferred Stock, no par value:
Authorized 50.0 shares, unissued		—			—
Common Stock, no par value:
Authorized 300.0 shares, Outstanding shares 175.3 (175.3 in 2003) after deducting 20.3 treasury shares		175.3			175.3
Capital Surplus		1,390.2			1,390.2
Retained Earnings		980.4			972.8
Accumulated Other Comprehensive Loss		(2,559.0	)		(2,559.2	)
Total Shareholders’ Deficit		(13.1	)		(20.9	)
Total Liabilities and Shareholders’ Deficit	$	15,005.5		$	14,643.0

- 10 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     Effect of restatement adjustments on Goodyear’s previously issued financial statements (Unaudited)

	Six
	Months
	Ended
	June 30,			Years Ended December 31,
(Dollars in millions, except per share amounts) (Increase) decrease in loss	2004			2003			2002			2001			Pre-2001			Total
Net Income (loss) as reported	$	(51.8	)	$	(802.1	)	$	(1,227.0	)	$	(254.1	)
Restatement Adjustments (pretax)		2.9			(5.2	)		0.2			(1.5	)	$	(1.7	)	$	(5.3	)
Tax effect of restatement & tax adjustments (1)		0.1			—			(0.6	)		0.5			0.7			0.7
Net adjustments		3.0			(5.2	)		(0.4	)		(1.0	)		(1.0	)		(4.6	)
Net Income (loss) as restated	$	(48.8	)	$	(807.3	)	$	(1,227.4	)	$	(255.1	)
Per Share of Common Stock:
Net Income (loss) — Basic as reported	$	(.30	)	$	(4.58	)	$	(7.35	)	$	(1.59	)
Effect of net adjustments		.02			(.03	)		—			—
Net Income (loss) — Basic as restated	$	(.28	)	$	(4.61	)	$	(7.35	)	$	(1.59	)
Net Income (loss) — Diluted as reported	$	(.30	)	$	(4.58	)	$	(7.35	)	$	(1.59	)
Effect of net adjustments		.02			(.03	)		—			—
Net Income (loss) — Diluted as restated	$	(.28	)	$	(4.61	)	$	(7.35	)	$	(1.59	)

     (1)Tax adjustments. As a result of the restatement adjustments, an additional federal and state valuation allowance of $0.9 million was required to be recognized in 2002, the period in which the Company previously provided for its valuation allowance.

- 11 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Summary of adjustments by caption to the Consolidated Income
Statement – increase (decrease) (Unaudited)

	Six
	Months
	Ended
	June 30,			Years Ended December 31,
(Dollars in millions)	2004			2003			2002			2001
Net Sales	$	20.5		$	1.3		$	—		$	—
Cost of Goods Sold		15.8			4.4			0.4			1.8
Selling, Administrative and General Expense		0.7			0.1			(0.8	)		—
Rationalizations		—			—			—			—
Interest Expense		—			—			—			—
Other (Income) and Expense		1.6			3.6			—			—
Foreign Currency Exchange		—			—			—			—
Equity in Earnings of Affiliates		—			(0.8	)		(0.4	)
Minority Income		(0.5	)		(0.8	)		0.6			(0.3	)
Total Adjustments (pretax)		2.9			(5.2	)		0.2			(1.5	)
Tax Effect and Adjustments		0.1			—			(0.6	)		0.5
Total Net Adjustments	$	3.0		$	(5.2	)	$	(0.4	)	$	(1.0	)

Change in Shareholders’ Deficit (Unaudited)

(Dollars in millions)
Shareholders’ equity at June 30, 2004 - as previously reported	$	(147.5	)
Cumulative net decrease in net loss – 2004 first six months		3.0
Cumulative net increase in net loss – 2003		(5.2	)
Cumulative net increase in net loss – 2002		(0.4	)
Cumulative net increase in net loss – 2001		(1.0	)
Cumulative net decrease in net income – pre-2001		(1.0	)
Cumulative adjustment to Accumulated Other Comprehensive Income		(0.2	)
Shareholders’ equity as of June 30, 2004 - as restated	$	(152.3	)

- 12 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 2. COSTS ASSOCIATED WITH RATIONALIZATION PROGRAMS

To maintain global competitiveness, Goodyear has implemented rationalization actions over the past several years for the purpose of reducing excess capacity, eliminating redundancies and reducing costs.

     The following table shows the reconciliation of the liability balance between periods:

	Associate-			Other Than
(In millions)	related Costs			Associate-related Costs			Total
Accrual balance at December 31, 2003	$	108.5		$	33.4		$	141.9
Charge during the first six months		24.8			9.4			34.2
Incurred		(67.3	)		(11.7	)		(79.0	)
FIN 46 Adoption		—			1.5			1.5
Reversed		(0.3	)		(0.1	)		(0.4	)
Accrual Balance at June 30, 2004		65.7			32.5			98.2
Charge during the third quarter		39.5			4.7			44.2
Incurred		(37.9	)		(6.5	)		(44.4	)
Reversed		(13.9	)		(1.5	)		(15.4	)
Accrual balance at September 30, 2004	$	53.4		$	29.2		$	82.6

     2004 rationalizations consist primarily of administrative associate reductions, a manufacturing consolidation in the European Union Tire segment, warehouse, manufacturing and sales and marketing associate reductions in the Engineered Products segment and manufacturing, sales and research and development associate reductions in the Chemical Products segment. Approximately 1,100 associates will be released under programs initiated in 2004 (approximately 600 from plans initiated during the third quarter of 2004), of which approximately 375 were exited during the first nine months of 2004 (approximately 170 in the third quarter of 2004).

     During the third quarter of 2004, net charges of $28.8 million ($30.4 million after tax or $0.17 per share) were recorded, which included reversals of $15.4 million ($12.6 million after tax or $0.07 per share) for reserves from rationalization actions no longer needed for their originally intended purposes, and new charges of $44.2 million ($42.9 million after tax or $0.24 per share). Included in the $44.2 million of new charges are $2.5 million of expenses, consisting of $0.4 million of associate-related costs and $2.0 million of other than associate-related costs incurred in the third quarter of 2004 related to plans initiated in 2003, and $0.1 million of associate-related costs for a plan initiated in 2000. The $41.7 million of new charges for plans initiated in 2004 consisted of $31.1 million in non-cash pension curtailments and postretirement benefit costs, $7.9 million related to future cash outflows, primarily for associate severance costs, and $2.7 million of other exit costs.

     For the first nine months of 2004, net charges of $62.6 million ($59.4 million after-tax or $0.34 per share) were recorded, which included reversals of $15.8 million ($12.8 million after-tax or $0.07 per share) for reserves from rationalization actions no longer needed for their originally intended purpose, and new charges of $78.4 million ($72.3 million after tax or $0.41 per share). Included in the $78.4 million of new charges are $12.2 million of expenses, consisting of $2.4 million of associate-related costs and $8.7 million of other than associate-related costs incurred during the first nine months of 2004 related to plans initiated in 2003 and $1.1 million of associated-related costs for a plan initiated in 2000. The $66.2 million of new charges for plans initiated in 2004 consisted of $29.3 million related to future cash outflows, primarily for associate severance costs, $32.0 million in non-cash charges, primarily for pension curtailments and postretirement benefit costs, and $4.9 million in other exit costs.

     In the third quarter of 2004, $37.9 was incurred primarily for non-cash pension curtailments, postretirement benefit costs, and severance payments, while $6.5 million was incurred for non-cancelable lease costs and other costs. During the first nine months of 2004, $105.2 million was incurred primarily for non-cash pension curtailments, postretirement benefit costs, and severance payments, and $18.2 million was incurred for non-cancelable lease costs and other costs. The majority of the remaining $82.6 million accrual balance at September 30, 2004 for all programs is expected to be utilized within the next twelve months.

- 13 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     Accelerated depreciation charges were recorded for fixed assets that will be taken out of service in connection with certain rationalization plans initiated in 2003 and 2004 in the European Union Tire, Latin America Tire, and Engineered Products segments. During the third quarter of 2004, $1.1 million was recorded as Costs of Goods Sold and $1.1 million was recorded as Selling, Administrative and General Expense for accelerated depreciation charges. For the first nine months of 2004, $5.6 million was recorded as Cost of Goods sold and $1.5 million was recorded as Selling, Administrative and General expense for accelerated depreciation charges.

     The following table summarizes, by segment, the total charges expected to be recorded and the total charges recorded in 2004, related to the new plans initiated in 2004:

			Charge Recorded for the		Charge Recorded for the
	Total Charge Expected		Three Months Ended		Nine Months Ended
(In millions)	To be Recorded		September 30, 2004		September 30, 2004
European Union Tire	$	26.9	$	1.2	$	24.5
Engineered Products		38.6		34.7		34.7
Chemical Products		4.9		4.9		4.9
Corporate		2.1		0.9		2.1
	$	72.5	$	41.7	$	66.2

     The additional restructuring costs not yet recorded are expected to be recorded primarily during the fourth quarter of 2004.

     During the full year 2003, net charges of $291.5 million ($267.1 million after tax or $1.52 per share) were recorded, which included reversals of approximately $16 million (approximately $14 million after tax or $0.08 per share) related to all plans for reserves from rationalization actions no longer needed for their originally intended purposes and new charges of $307.2 million ($281.4 million after tax or $1.60 per share). The 2003 rationalization actions consisted of manufacturing, research and development, administrative and retail consolidations in North America, Europe and Latin America. Of the $307.2 million of new charges, $174.8 million related to future cash outflows, primarily associate severance costs, and $132.4 million related primarily to non-cash special termination benefits and pension and retiree benefit curtailments. Approximately 4,400 associates will be released under the programs initiated in 2003, of which approximately 2,700 were exited in 2003 and approximately 900 were exited during the first nine months of 2004. The reversals are primarily the result of lower than initially estimated associate-related payments of approximately $12 million, favorable sublease contract signings in the European Union of approximately $3 million and lower contract termination costs in the United States of approximately $1 million. These reversals do not represent a change in the plan as originally approved by management. Of the $307.2 million of new charges recorded in 2003, $56.3 million, and $134.2 million, were recorded during the third quarter and the first nine months of 2003, respectively.

     The following table summarizes, by segment, the total charges expected to be recorded, the new charges recorded in 2004, the total charges recorded to date and the total amounts reversed to date, related to plans initiated in 2003:

	Total Charge
	Expected
	To be Recorded		Charge		Charge		Amount
	(excluding		Recorded		Recorded		Reversed
(In millions)	reversals)		in 2004		to Date		to Date
North American Tire	$	220.0	$	7.3	$	208.0	$	8.8
European Union Tire		63.0		2.1		61.4		1.2
Latin American Tire		12.0		1.3		11.7		0.4
Engineered Products		42.0		0.4		29.8		12.2
Corporate		8.0		—		7.4		0.2
	$	345.0	$	11.1	$	318.3	$	22.8

     The additional restructuring costs not yet recorded are expected to be recorded primarily during the next twelve months.

- 14 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 3. OTHER (INCOME) AND EXPENSE

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
				Restated						Restated
(In millions)	2004			2003			2004			2003
Asset sales	$	0.9		$	5.9		$	(4.0	)	$	20.3
Interest income		(9.0	)		(6.6	)		(22.6	)		(18.4	)
Financing fees and financial instruments		29.2			18.8			90.9			71.9
General & product liability – discontinued products		7.7			62.5			27.5			72.5
Insurance fire loss deductible		—			—			11.7			—
Miscellaneous		2.0			9.6			9.5			18.3
	$	30.8		$	90.2		$	113.0		$	164.6

Other (Income) and Expense for the third quarter of 2004 included a loss of $0.9 million ($0.9 million after tax or $0.00 per share) on the sale of assets in North American Tire segment and European Union Tire segment. Other (Income) and Expense for the third quarter of 2003 included a loss of $6.3 million (as restated) ($6.3 million after tax or $0.04 per share) on the sale of assets in the Engineered Products Segment (“EPD”) and a gain of $0.4 million (as restated) ($0.4 million after tax or $0.00 per share) on the sale of assets in the European Union Tire Segment. Other (Income) and Expense for the first nine months of 2004 included a gain of $9.5 million ($7.1 million after tax or $0.04 per share) on the sale of assets in North American Tire, European Union Tire and Engineered Products and a loss of $5.5 million ($5.0 million after tax or $0.03 per share) on the sale of corporate assets and assets in North American Tire and European Union Tire segments. Other (Income) and Expense in the first nine months of 2003 included a loss of $23.9 million ($15.2 million after tax or $0.09 per share) on the sale of 20,833,000 shares of Sumitomo Rubber Industries, Ltd. and the sale of assets in EPD and a gain of $3.6 million (as restated) ($2.9 million after tax of $0.02 per share) resulting from the sale of land in the Asia/Pacific Tire Segment and the sale of assets in the European Union Tire Segment.

     Financing fees and financial instruments included $4.2 million and $17.9 million, of deferred costs written off, in the three and nine months periods ended September 2004, respectively, in connection with the Company’s refinancing activities during 2004. Additionally, during the third quarter of 2004 the Company incurred higher amortization of financing fees of approximately $6.0 million related to higher debt levels. Refer to Note 5, Financing Arrangements, for further information on the Company’s 2004 refinancing activities.

     General & product liability–discontinued products includes charges for claims against Goodyear related to asbestos personal injury claims and for anticipated liabilities related to Entran II claims. Of the $7.7 million of expense, net of probable insurance recoveries, recorded in the third quarter of 2004, $5.5 million related to Entran II claims ($105.5 million of expense and $100.0 million of probable insurance recoveries) and $2.2 million related to asbestos claims ($4.6 million of expense and $2.4 million of probable insurance recoveries). Of the $27.5 million of expense, net of probable insurance recoveries, recorded in the first nine months of 2004, $15.4 million related to Entran II claims ($115.4 million in expense and $100.0 million in probable insurance recoveries) and $12.1 million related to asbestos claims ($18.7 million in expense and $6.6 million in probable insurance recoveries). Substantially all of the $62.5 million net charge for general & product liability-discontinued products in the third quarter of 2003 is related to Entran II claims. Goodyear recorded net charges for general & product liability-discontinued products totaling $72.5 million in the nine months ended September 30, 2003, which included recognition of a receivable of approximately $105 million, primarily from Goodyear’s excess insurance carriers. Refer to Note 7, Commitments and Contingent Liabilities, for further discussion.

- 15 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     Other (Income) and Expense in the first nine months of 2004 includes $11.7 million ($11.6 million after tax or $0.07 per share) of expense for insurance fire loss deductibles related to fires at Company facilities in Germany, France and Thailand. During the nine months, approximately $23 million in insurance recoveries were received to cover expenses related to the fire losses in Germany. At September 30, 2004, Goodyear recorded an insurance receivable of approximately $27 million to recover additional expenses associated with the fire losses in Germany. Subsequent to September 30, 2004, Goodyear received approximately $4 million in insurance recoveries. At September 30, 2004, Goodyear did not record any insurance recoveries associated with the fixed assets destroyed. Additional insurance recoveries in future periods will be accounted for pursuant to FASB Statement No. 5, “Accounting for Contingencies.”

     Miscellaneous expense included approximately $8.3 million and $8.8 million of expense related to the potential sale of the Chemical Products segment in the third quarter and nine months of 2003, respectively. The Company subsequently determined to retain the business.

NOTE 4. EARNINGS PER SHARE

Basic earnings per share have been computed based on the average number of common shares outstanding. The following table presents the number of incremental weighted-average shares used in computing diluted per share amounts:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In millions)	2004		2003		2004		2003
Average shares outstanding – basic		175.4		175.3		175.3		175.3
Dilutive securities (2.1 million stock options, 0.4 other)		2.5		—		—		—
Average shares outstanding – diluted		177.9		175.3		175.3		175.3

     In 2004 and 2003, approximately 28 million and 27 million, respectively, of stock options, restricted stock and performance grants with exercise prices that were greater than the average market price of the Company’s common shares were excluded from average shares outstanding — diluted, as inclusion would have been anti-dilutive. In addition, approximately 2 million of stock options, restricted stock and performance grants with exercise prices that were less than the average market price of the Company’s common shares were excluded from average shares outstanding — diluted for the nine-month period ended September 30, 2004 (less than one thousand shares for the three and nine-month periods ended September 30, 2003), as the Company was in a net loss position and, thus inclusion would also have been anti-dilutive.

NOTE 5. FINANCING ARRANGEMENTS

Goodyear had credit arrangements of $6.93 billion available at September 30, 2004, of which $830.1 million were unused.

Notes Payable and Long-term Debt Due Within One Year

At September 30, 2004, Goodyear had short-term committed and uncommitted credit arrangements totaling $317.7 million, of which $60.1 million ($10.4 million unused) related to the consolidation of VIEs. Of the total amount, $132.4 million was unused. These arrangements are available primarily to certain of the Company’s international subsidiaries through various banks at quoted market interest rates. There are no commitment fees associated with these arrangements.

- 16 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     Goodyear had outstanding debt obligations, which by their terms are due within one year, amounting to $1,394.3 million at September 30, 2004 ($251.2 million at December 31, 2003), of which $54.3 million related to the consolidation of VIEs. Current maturities of long-term debt, which includes the maturity of the 6.375% Euro Note and European credit facilities, represents $1,209.0 million, with a weighted-average interest rate of 6.34% at September 30, 2004 ($113.5 million and 5.25% at December 31, 2003, respectively). The remaining $185.3 million, of which $49.7 million related to VIEs consolidated in the period, was short-term debt of international subsidiaries, with a weighted-average interest rate of 5.82% at September 30, 2004 ($137.7 million and 4.81% at December 31, 2003, respectively).

Long-term Debt and Financing Arrangements

At September 30, 2004, Goodyear had long-term credit arrangements totaling $6.61 billion, of which $697.7 million were unused.

The following table presents long-term debt at September 30, 2004 and December 31, 2003:

			Restated
(In millions)	2004		2003
6.375% Euro notes due 2005	$	493.6	$	504.6
5.375% Swiss Franc bonds due 2006		126.3		128.0
4.00% Convertible notes due 2034		350.0		—
Notes:
6 5/8% due 2006		225.4		264.5
8 1/2% due 2007		300.0		300.0
6 3/8% due 2008		99.9		99.8
7 6/7% due 2011		650.0		650.0
Floating rate notes due 2011		200.0		—
11% due 2011		447.6		—
7% due 2028		149.1		149.1
Bank term loans:
$645 million senior secured U.S. term facility due 2005		—		583.3
$400 million senior secured term loan European facility due 2005		400.0		400.0
$800 million senior secured asset-backed term loan due 2006		800.0		800.0
$650 million senior secured asset-backed term loan due 2006		650.0		—
Revolving credit facilities due 2005 and 2006		250.0		839.0
Other domestic and international debt		221.2		173.3
		5,363.1		4,891.6
Capital lease obligations		55.4		47.7
		5,418.5		4,939.3
Less portion due within one year		1,209.0		113.5
	$	4,209.5	$	4,825.8

At September 30, 2004, the fair value of Goodyear’s long-term fixed rate debt amounted to $3.02 billion, compared to its carrying amount of $2.98 billion. At December 31, 2003, the fair value of Goodyear’s long-term fixed rate debt amounted to $2.11 billion, compared to its carrying amount of $2.23 billion. The increase of the carrying values and fair values in 2004 as compared to 2003 was primarily attributable to the issuance of the 11% Notes due 2011 and the 4% Convertible Notes due 2034. In addition, the increase in the fair value of the Company’s long-term fixed rate debt in 2004 as compared to 2003 was attributed to an improvement in the Company’s credit spreads. The fair value was estimated using quoted market prices or discounted future cash flows. The fair value of the 6 5/8% Notes due 2006 was hedged by floating interest rate contracts of $200 million at September 30, 2004 ($200 million at December 31, 2003).

- 17 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The fair value of Goodyear’s variable rate debt approximated its carrying amount at September 30, 2004 and December 31, 2003.

     The Notes and Euro Notes have an aggregate face amount of $2.97 billion and are reported net of unamortized discounts aggregating $3.87 million ($1.96 billion and $1.70 million, respectively, at December 31, 2003).

     At September 30, 2004, the bank term loans due 2005 and 2006 were comprised of $1.85 billion of variable rate agreements based upon LIBOR plus a fixed spread, bearing interest at a weighted-average rate of 6.06% per annum. At December 31, 2003, the bank term loans due 2005 and 2006 were comprised of $1.78 billion of variable rate agreements based upon LIBOR plus a fixed spread bearing interest at a weighted-average rate of 5.17% per annum, of which the interest rate on $325 million principal amount of bank term loans due 2005 and 2006 was hedged by interest rate contracts. There were no domestic short-term bank borrowings outstanding at September 30, 2004 or December 31, 2003.

     At September 30, 2004, borrowings under the revolving credit facilities due 2005 and 2006 were comprised of $250.0 million of variable rate agreements based upon LIBOR plus a fixed spread bearing interest at a weighted-average rate of 5.66% per annum ($839.0 million and 5.15% at December 31, 2003, respectively).

     Other domestic and international debt at September 30, 2004 and December 31, 2003, consisted of fixed and floating rate loans denominated in U.S. dollars and other currencies that mature in 2004-2023. The weighted-average interest rate in effect under these loans was 6.08% at September 30, 2004, compared to 6.25% at December 31, 2003. Of the long-term debt outstanding, $73.6 million is related to the consolidation of VIEs.

$350 Million Convertible Note Offering

     On July 2, 2004, the Company completed an offering of $350 million aggregate principal amount of 4.00% convertible senior notes due June 15, 2034. The notes are convertible into shares of the Company’s common stock initially at a conversion rate of 83.07 shares of common stock per $1,000 principal amount of notes, which is equal to an initial conversion price of $12.04 per share. The proceeds from the notes were used to temporarily repay a revolving credit facility and for working capital purposes.

     In September 2004, the Emerging Issues Task Force (EITF) reached a final consensus on EITF Issue No. 04-08 “Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings per Share.” Under the EITF Issue, contingently convertible shares attached to a debt instrument, such as the 4% convertible senior notes discussed above, are to be included in the calculation of diluted earnings per share regardless of whether the contingency has been met. The provisions of EITF No. 04-08 are effective for reporting periods ending after December 15, 2004, including the retroactive restatement of previously reported earnings per share amounts. The adoption of this standard is expected to result in a decrease in diluted earnings per share of $.02 for the third quarter of 2004.

$650 Million Senior Secured Notes

     On March 12, 2004, the Company completed a private offering of $650 million of senior secured notes, consisting of $450 million of 11% senior secured notes due 2011 and $200 million of floating rate notes due 2011, which accrue interest at LIBOR plus 8%. The proceeds of the notes were used to prepay the remaining outstanding amount under the U.S. term loan facility, permanently reduce commitments under the revolving credit facility by $70 million, and for general corporate purposes. The notes are guaranteed by the same subsidiaries that guarantee the U.S. deposit-funded credit facility and asset-backed credit facilities and are secured by perfected fourth-priority liens on the same collateral securing those facilities (pari-passu with the liens on that domestic collateral securing the parent guarantees of the European revolving credit facility).

     The Company has the right to redeem the fixed rate notes in whole or in part from time to time on and after March 1, 2008 at a redemption price, plus accrued and unpaid interest to the redemption date, of 105.5%, 102.75%, and 100.0% on and after March 1, 2008, 2009 and 2010, respectively. The Company may also redeem the fixed rate notes prior to March 1, 2008 at a redemption price equal to 100% of the principal amount plus a make-whole premium. The

- 18 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Company has the right to redeem the floating rate notes in whole or in part from time to time on and after March 1, 2008 at the redemption price, plus accrued and unpaid interest to the redemption date, of 104.0%, 102.0%, and 100.0% on and after March 1, 2008, 2009 and 2010, respectively. In addition, prior to March 1, 2007, the Company has the right to redeem up to 35% of the fixed and floating rate notes with net cash proceeds from one or more public equity offerings at a redemption price of 111% for the fixed rate notes and 100% plus the then applicable floating rate for the floating rate notes, of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

     The indenture for the senior secured notes contains restrictions on the Company’s operations, including limitations on (i) incurring additional indebtedness or liens, (ii) making dividends, distributions and stock repurchases, (iii) making investments, (iv) selling assets and (v) merging and consolidating. In the event that the senior secured notes have a rating equal to or greater than Baa3 from Moody’s and BBB- from Standard and Poor’s, a number of those restrictions will not apply, for so long as those credit ratings are maintained.

$645 Million Senior Secured U.S. Term Facility

     As of December 31, 2003, the balance due on the U.S. term facility was $583.3 million due to a partial pay down of the balance during the second quarter of 2003. On March 12, 2004, all outstanding amounts under the facility were prepaid and the facility was retired. The U.S. term facility had a maturity date of April 30, 2005.

$650 Million Senior Secured European Facilities

Goodyear Dunlop Tires Europe B.V. (“GDTE”) is party to a $250 million senior secured revolving credit facility and a $400 million senior secured term loan facility (collectively, the “European facilities”). These facilities mature on April 30, 2005. As of September 30, 2004, there were borrowings of $250.0 million and $400.0 million under the European revolving and term facilities, respectively.

     GDTE pays an annual commitment fee of 75 basis points on the undrawn portion of the commitments under the European revolving facility. GDTE may obtain loans under the European facilities bearing interest at LIBOR plus 400 basis points or an alternative base rate (the higher of JPMorgan’s prime rate or the federal funds rate plus 50 basis points) plus 300 basis points.

     The collateral pledged under the European facilities includes:

• all of the capital stock of Goodyear Finance Holding S.A. and certain subsidiaries of GDTE; and

• a perfected first-priority interest in and mortgages on substantially all the tangible and intangible assets of GDTE in the United Kingdom, Luxembourg, France and Germany, including certain accounts receivable, inventory, real property, equipment, contract rights and cash and cash accounts, but excluding certain accounts receivable used in securitization programs.

     Consistent with the covenants applicable to Goodyear in the U.S. facilities, the European facilities contain certain representations, warranties and covenants applicable to GDTE and its subsidiaries which, among other things, limit GDTE’s ability to incur additional indebtedness (including a limit of 275 million Euros in accounts receivable transactions), make investments, sell assets beyond specified limits, pay dividends and make loans or advances to Goodyear companies that are not subsidiaries of GDTE. The European facilities also contain certain additional covenants applicable to the Company identical to those in the U.S. facilities. The European facilities also limit the amount of capital expenditures that GDTE may make to $250 million and $100 million in 2004 and 2005 (through April 30), respectively.

     Subject to the provisions in the European facilities and agreements with Goodyear’s joint venture partner, Sumitomo Rubber Industries, Ltd. (SRI) (which include limitations on loans and advances from GDTE to Goodyear and a requirement that transactions with affiliates be consistent with past practices or on arms-length terms), GDTE is permitted to transfer funds to Goodyear.

     Any amount outstanding under the term facility is required to be prepaid with:

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

• 75% of the net cash proceeds of all sales and dispositions of assets by GDTE and its subsidiaries greater than $5 million; and

• 50% of the net cash proceeds of debt and equity issuances by GDTE and its subsidiaries.

The U.S. and European facilities can be used, if necessary, to fund ordinary course of business needs, to repay maturing debt, and for other needs as they arise.

U.S. Deposit-Funded Credit Facility

On August 18, 2004, Goodyear refinanced its then existing $680 million senior secured U.S. revolving credit facility with a U.S. deposit-funded credit facility, which is a synthetic revolving credit and letter of credit facility, pursuant to which the lenders deposited the entire $680 million of the facility in an account held by the administrative agent, and those funds are used to support letters of credit or borrowings on a revolving basis, in each case subject to customary conditions. The lenders under the new facility will receive annual compensation on the amount of the facility equivalent to 450 basis points over LIBOR. The full amount of the facility is available for the issuance of letters of credit or for revolving loans. The $500.7 million of letters of credit that were outstanding under the U.S. revolving credit facility as of June 30, 2004 were transferred to the deposit-funded credit facility. As of September 30, 2004, there were $500.5 million of letters of credit issued under the facility. The facility matures on September 30, 2007.

     Goodyear’s obligations under the deposit-funded credit facility are guaranteed by most of its wholly-owned U.S. subsidiaries and by its direct Canadian subsidiary, Goodyear Canada Inc. Goodyear’s obligations under this facility and its subsidiaries’ obligations under the related guarantees are secured by collateral that includes:

• subject to certain exceptions, perfected first-priority security interests in the equity interests in its U.S. subsidiaries and 65% of the equity interests in its non-European foreign subsidiaries;

• a perfected second-priority security interest in 65% of the capital stock of Goodyear Finance Holding S.A.;

• perfected first-priority security interests in and mortgages on its U.S. corporate headquarters and certain of its U.S. manufacturing facilities;

• perfected third-priority security interests in all accounts receivable, inventory, cash and cash accounts pledged as security under the Company’s asset-backed facilities; and

• perfected first-priority security interests in substantially all other tangible and intangible assets, including equipment, contract rights and intellectual property.

     The bond agreement for Goodyear’s Swiss Franc bonds limits the Company’s ability to use its U.S. tire and automotive parts manufacturing facilities as collateral for secured debt without triggering a requirement that holders of the Swiss Franc bonds be secured on an equal and ratable basis. The manufacturing facilities indicated above were pledged to ratably secure Goodyear’s Swiss Franc bonds to the extent required by the bond agreement. However, the aggregate amount of debt secured by these manufacturing facilities is limited to 15% of Goodyear’s positive consolidated shareholders’ equity, in order that the security interests granted to the lenders under the U.S. senior secured funded credit facility not be required to be shared with the holders of debt outstanding under the Company’s other existing unsecured bond indentures.

     The deposit-funded credit facility contains certain covenants that, among other things, limit Goodyear’s ability to incur additional unsecured and secured indebtedness (including a limit, subject to certain exceptions, of 275 million euros in accounts receivable transactions), make investments and sell assets beyond specified limits. The facility prohibits Goodyear from paying dividends on its common stock. Goodyear must also maintain a minimum consolidated net worth (as such term is defined in the deposit-funded credit facility) of at least $2.0 billion for quarters ending in 2004 and 2005 and the first quarter of 2006 and $1.75 billion for the last three quarters of 2006 and the first three quarters of 2007. Goodyear is not permitted to allow the ratio of Consolidated EBITDA to consolidated interest

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

expense to fall below 2.00 to 1.00 for any period of four consecutive fiscal quarters. In addition, Goodyear’s ratio of consolidated senior secured indebtedness to Consolidated EBITDA is not permitted to be greater than 4.00 to 1.00 at any time. As of September 30, 2004, the Company was in compliance with each of the financial covenants.

$1.95 Billion Senior Secured Asset-Backed Credit Facilities

In April 2003 the Company entered into senior secured asset-backed credit facilities in an aggregate principal amount of $1.30 billion, consisting of a $500 million revolving credit facility and an $800 million term loan facility. On February 20, 2004, the Company added a $650 million term loan tranche to the facility, not subject to the borrowing base, and with junior liens on the collateral securing the facility. As of September 30, 2004, there were no borrowings and $800.0 million drawn under the revolving credit and term loan asset-backed facilities, respectively. As of September 30, 2004, the $650.0 million tranche was fully drawn. The facilities mature on March 31, 2006.

     Availability under the facilities, other than the $650 million term loan tranche, is limited by a borrowing base equal to the sum of (a) 85% of adjusted eligible accounts receivable and (b)(i) if the effective advance rate for inventory is equal to or greater than 85% of the recovery rate (as determined by a third party appraisal) of such inventory, 85% of the recovery rate multiplied by the inventory value or (ii) if the effective advance rate for inventory is less than 85% of the recovery rate, (A) the sum of 35% of eligible raw materials, 65% of adjusted eligible finished goods relating to the North American Tire segment, and 60% of adjusted eligible finished goods relating to the retail division, Engineered Products segment and Chemical Products segment minus (B) a rent reserve equal to three months’ rent and warehouse charges at facilities where inventory is stored minus (C) a priority payables reserve based on liabilities for certain taxes or certain obligations related to employees that have a senior or pari passu lien on the collateral.

     The calculation of the borrowing base and reserves against inventory and accounts receivable included in the borrowing base are subject to adjustment from time to time by the administrative agent and the majority lenders in their discretion (not to be exercised unreasonably), based on the results of ongoing collateral and borrowing base evaluations and appraisals. Availability under the facilities is further limited by a $50 million availability block. If at any time the amount of outstanding borrowings under the facilities subject to the borrowing base exceeds the borrowing base, the Company will be required to prepay borrowings sufficient to eliminate the excess or maintain compensating deposits with the agent bank.

     The facilities are collateralized by first and second priority security interests in all accounts receivable and inventory of Goodyear and its domestic and Canadian subsidiaries (excluding accounts receivable and inventory related to the Company’s North American joint venture with SRI) and, effective as of February 20, 2004, second and third priority security interests on the other assets securing the U.S. facilities. The facilities contain certain representations, warranties and covenants which are materially the same as those in the U.S. facilities, with capital expenditures of $500 million and $150 million permitted in 2005 and 2006 (through March 31), respectively.

- 21 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Debt Maturities

The annual aggregate maturities of long-term debt and capital leases for the five years subsequent to September 30, 2004 are presented below. Maturities of debt credit agreements have been reported on the basis that the commitments to lend under these agreements will be terminated effective at the end of their current terms.

	Twelve Months Ended September 30,
	1		2		3		4		5
(In millions)	Year		Year		Year		Year		Year
Debt incurred under revolving credit agreements	$	250.0	$	—	$	—	$	—	$	—
Other – international		436.6		52.4		66.9		2.7		3.4
Other – domestic		522.4		1,578.5		527.7		102.3		2.3
	$	1,209.0	$	1,630.9	$	594.6	$	105.0	$	5.7

NOTE 6. PENSION, OTHER POSTRETIREMENT BENEFIT AND SAVINGS PLANS

Goodyear and its subsidiaries provide substantially all employees with pension benefits and substantially all domestic employees and employees at certain international subsidiaries with health care and life insurance benefits upon retirement. The benefit obligation for other postretirement benefits includes $15.3 million for the increase in the Company’s contribution requirements based upon the attainment of certain profit levels by certain businesses in 2004 and 2005. On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act (the “Act”) was signed into law. The Act will provide plan sponsors a federal subsidy for certain qualifying prescription drug benefits covered under the sponsor’s postretirement health care plans. FASB Staff Position No. FAS 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (the FSP), was issued on May 19, 2004. The FSP provides guidance on accounting for the effects of the new Medicare prescription drug legislation by employers whose prescription drug benefits are actuarially equivalent to the drug benefit under Medicare Part D. It also contains basic guidance on related income tax accounting, and complex rules for transition that permit various alternative prospective and retroactive transition approaches. During the third quarter of 2004 the Company determined the overall impact of the adoption of the FSP was a reduction of expense of approximately $2 million on an annual basis of which approximately $1 million was recorded in the third quarter. The adoption of the FSP also reduced the accumulated postretirement benefit obligation by approximately $19.7 million.

     Pension cost follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
				Restated						Restated
(In millions)	2004			2003			2004			2003
Service cost – benefits earned during the period	$	21.6		$	31.2		$	66.8		$	93.2
Interest cost on projected benefit obligation		104.2			101.9			315.3			303.9
Expected return on plan assets		(87.4	)		(78.8	)		(259.8	)		(234.0	)
Amortization of unrecognized: - prior service cost		18.9			19.1			56.6			56.8
- net (gains) losses		28.7			31.7			89.6			94.9
- transition amount		0.3			0.3			1.0			0.8
Net periodic pension cost		86.3			105.4			269.5			315.6
Curtailments / settlements		9.5			3.1			10.4			14.4
Special termination benefits		4.2			—			4.2			—
Total pension cost	$	100.0		$	108.5		$	284.1		$	330.0

     For the three and nine month periods ended September 30, 2004, the Company contributed $60.6 million and $73.9 million, respectively, to domestic plans and $15.0 million and $45.5 million, respectively, to its foreign plans. Refer to note 11, Future Liquidity Requirements, for further discussion.

- 22 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Postretirement benefit cost follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
			Restated				Restated
(In millions)	2004		2003		2004		2003
Service cost – benefits earned during the period	$	6.2	$	6.2	$	18.9	$	19.1
Interest cost on projected benefit obligation		46.8		45.2		145.0		134.5
Amortization of unrecognized: - prior service cost		11.4		4.5		35.2		13.5
- net (gains) losses		8.8		8.3		27.1		26.5
Net periodic postretirement cost		73.2		64.2		226.2		193.6
Curtailments / settlements		12.5		—		12.5		7.3
Special termination benefits		0.3		—		0.3		—
Total postretirement cost	$	86.0	$	64.2	$	239.0	$	200.9

     In the third quarter of 2004, pension curtailments, settlements, and special termination benefits of $31.1 million related to the Chemical and EPD segments rationalization initiatives were recorded as further discussed in Note 2, Rationalizations.

     Substantially all domestic employees are eligible to participate in a savings plan. The main Hourly Bargaining Plans provided for matching contributions, through April 20, 2003, (up to a maximum of 6% of the employee’s annual pay or, if less, $12,000) at the rate of 50%. Goodyear suspended the matching contributions for all participants in the main Salaried Plan effective January 1, 2003. The expenses recognized for Goodyear domestic contributions for the three and nine month periods ended September 30, 2004 were $1.0 million and $3.1 million (($0.5) million and $7.6 million for the three and nine months ended September 30, 2003), respectively.

     In addition, defined contribution pension plans are available for certain foreign employees. The expenses recognized for Company contributions for these plans for the three and nine month periods ended September 30, 2004 were $2.9 million and $9.5 million ($0.8 million and $3.1 million for the three and nine months ended September 30, 2003), respectively. The 2004 amounts have increased over 2003 primarily due to the inclusion of contributions for SPT due to the adoption of FIN 46.

NOTE 7. COMMITMENTS AND CONTINGENT LIABILITIES

At September 30, 2004, Goodyear had binding commitments for raw materials and investments in land, buildings and equipment of $563.9 million, and off-balance-sheet financial guarantees written and other commitments totaling $18.0 million.

Warranty

At September 30, 2004, Goodyear had recorded liabilities, included in Other current liabilities, totaling $13.5 million ($12.3 million at December 31, 2003) for potential claims under warranties offered by the Company. Tire replacement under most of the warranties offered by Goodyear is on a prorated basis. Warranty reserves are based on past claims experience, sales history and other considerations. The amount of Goodyear’s ultimate liability in respect of these matters may differ from these estimates.

     The following table presents changes in the warranty reserve during the first nine months of 2004 and 2003:

(In millions)	2004			2003
Balance at January 1	$	12.3		$	11.0
Settlements made during the period		(20.4	)		(18.9	)
Additional accrual for warranties issued during the period		21.6			19.7
Balance at September 30	$	13.5		$	11.8

- 23 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Environmental Matters

Goodyear had recorded liabilities totaling $37.6 million and $32.6 million (as restated) for anticipated costs related to various environmental matters, primarily the remediation of numerous waste disposal sites and certain properties sold by Goodyear, at September 30, 2004 and December 31, 2003, respectively. Of these amounts, $7.3 million and $7.5 million (as restated) were included in Other current liabilities at September 30, 2004 and December 31, 2003, respectively. The costs include legal and consulting fees, site studies, the design and implementation of remediation plans, post-remediation monitoring and related activities and will be paid over several years. The amount of Goodyear’s ultimate liability in respect of these matters may be affected by several uncertainties, primarily the ultimate cost of required remediation and the extent to which other responsible parties contribute.

Workers’ Compensation

Goodyear had recorded liabilities, on a discounted basis, totaling $207.3 million and $195.7 million (as restated) for anticipated costs related to workers’ compensation at September 30, 2004 and December 31, 2003, respectively. Of these amounts, $116.8 million and $112.6 million were included in Current Liabilities as part of Compensation and benefits at September 30, 2004 and December 31, 2003, respectively. The costs include an estimate of expected settlements on pending claims, defense costs and a provision for claims incurred but not reported. These estimates are based on Goodyear’s assessment of potential liability using an analysis of available information with respect to pending claims, historical experience, and current cost trends. The amount of Goodyear’s ultimate liability in respect of these matters may differ from these estimates.

General and Product Liability and Other Litigation

Goodyear had recorded liabilities totaling $593.7 million and $491.7 million for potential product liability and other tort claims, including related legal fees expected to be incurred, presently asserted against Goodyear at September 30, 2004 and December 31, 2003, respectively. Of these amounts, $124.4 million and $142.5 million were included in Other current liabilities at September 30, 2004 and December 31, 2003, respectively. The amounts recorded were estimated on the basis of an assessment of potential liability using an analysis of available information with respect to pending claims, historical experience and, where available, current trends. The Company had recorded insurance receivables for potential product liability and other tort claims of $214.0 million at September 30, 2004 and $199.3 million at December 31, 2003. Of these amounts, $128.5 million and $100.1 million were included in Current Assets as part of Accounts and notes receivable at September 30, 2004 and December 31, 2003, respectively.

Asbestos. Goodyear is a defendant in numerous lawsuits alleging various asbestos-related personal injuries purported to result from alleged exposure to asbestos in certain rubber encapsulated products or aircraft braking systems manufactured by Goodyear in the past or to asbestos in certain Goodyear facilities. Typically, these lawsuits have been brought against multiple defendants in state and Federal courts. To date, Goodyear has disposed of approximately 27,700 cases by defending and obtaining the dismissal thereof or by entering into a settlement. The sum of the Company’s accrued asbestos related liability and gross payments to date, including legal costs, totaled approximately $228 million through September 30, 2004 and approximately $208 million through December 31, 2003.

     A summary of approximate asbestos claims activity in recent periods follows. Because claims are often filed and disposed of by dismissal or settlement in large numbers, the amount and timing of settlements and the number of open claims during a particular period can fluctuate significantly from period to period.

	Nine Months Ended			Year Ended December 31,
(Dollars in millions)	September 30, 2004			2003(2)			2002(2)
Pending claims, beginning of period		114,800			100,600			64,500
New claims filed		13,300			24,300			39,800
Claims settled/dismissed		(2,400	)		(10,100	)		(3,700	)
Pending claims, end of period		125,700			114,800			100,600
Payments (1)	$	24.7		$	29.6		$	18.8

- 24 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) Amount spent on asbestos litigation defense and claim resolution before recovery of insurance proceeds.

(2) Changes in claims tracking methods resulted in a modification of previously reported claims for these periods.

     In connection with the preparation of its 2003 financial statements, the Company engaged an independent asbestos valuation firm to review the Company’s existing reserves for pending claims, to determine whether or not the Company could make a reasonable estimate of the liability associated with unasserted asbestos claims, and review the Company’s method of determining its receivables from probable insurance recoveries. Prior to the fourth quarter of 2003, the Company’s estimate for asbestos liability was based upon a review of the various characteristics of the pending claims by an experienced asbestos counsel.

     The Company, based on the advice of the valuation firm, has recorded liabilities for both asserted and unasserted claims at September 30, 2004 totaling $126.7 million, inclusive of defense costs, compared to $131.1 million at December 31, 2003. The recorded liability represents the Company’s estimated liability through 2008, which represents the period over which the liability can be reasonably estimated. Due to the difficulties in making these estimates, analyses based on new data and/or changed circumstances arising in the future could result in an increase in the recorded obligation in an amount that cannot currently be reasonably estimated, and that increase could be significant. The portion of the liability associated with unasserted asbestos claims at September 30, 2004 is $27.6 million compared to $31.9 million at December 31, 2003. Prior to the fourth quarter of 2003, the Company did not have an accrual for unasserted claims as sufficient information was deemed to be not available to reliably estimate such an obligation. This conclusion was further confirmed by the valuation firm during the preparation of the 2003 financial statements. At September 30, 2004, the Company’s liability with respect to asserted claims and related defense costs was $99.1 million compared to $99.2 million at December 31, 2003, notwithstanding an increase in the number of pending claims between December 31, 2003 and September 30, 2004.

     At December 31, 2003, after reviewing the Company’s recent settlement history by jurisdiction, law firm, disease type and alleged date of first exposure, the valuation firm cited two primary reasons for the Company to refine its valuation assumptions. First, in calculating the Company’s estimated liability, the valuation firm determined that the Company had previously assumed it would resolve more claims in the foreseeable future than is likely based on its historical record and nationwide trends. As a result, the Company now assumes that a smaller percentage of pending claims will be resolved within the predictable future. Second, the valuation firm determined that it was not possible to estimate a liability for as many non-malignancy claims as the Company had done in the past. As a result, the Company’s current estimated liability includes fewer liabilities associated with non-malignancy claims.

     Goodyear maintains primary insurance coverage under coverage-in-place agreements as well as excess liability insurance with respect to asbestos liabilities. Goodyear records a receivable with respect to such policies when it determines that recovery is probable and it can reasonably estimate the amount of a particular recovery.

     Prior to 2003, Goodyear did not record a receivable for expected recoveries from excess carriers in respect of asbestos-related matters. Goodyear has instituted coverage actions against certain of these excess carriers. After consultation with its outside legal counsel and giving consideration to relevant factors including the ongoing legal proceedings with certain of its excess coverage insurance carriers, their financial viability, their legal obligations and other pertinent facts, Goodyear determined an amount it expects is probable of recovery from such carriers. Accordingly, Goodyear first recorded a receivable during 2003 which represents an estimate of recovery from its excess coverage insurance carriers relating to potential asbestos-related liabilities.

     Based upon the model employed by the valuation firm, the Company’s receivable related to asbestos claims is $104.8 million at September 30, 2004. Based on the Company’s current asbestos claim profile, the Company expects that approximately 83% of asbestos claim related losses will be recoverable up to its accessible policy limits. The receivable recorded consists of an amount the Company expects to collect under coverage-in-place agreements with certain primary carriers as well as an amount it believes is probable of recovery from certain of its excess coverage insurance carriers. Of this amount, $23.1 million was included in Current Assets as part of Accounts and notes receivable at September 30, 2004. Goodyear had recorded insurance receivables of $110.4 million at December 31, 2003. Of this amount, $20.4 million was included in Current Assets as part of Accounts and notes receivable.

- 25 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The Company believes that at September 30, 2004, it had approximately $410 million in aggregate limits of excess level policies potentially applicable to indemnity payments for asbestos products claims in addition to limits of available primary insurance policies. Some of these excess policies provide for payment of defense costs in addition to indemnity limits. A portion of the availability of the excess level policies is included in the $104.8 million insurance receivable recorded at September 30, 2004. The Company also had approximately $23 million in aggregate limits for products claims as well as coverage for premise claims on a per occurrence basis and defense costs available with its primary insurance carriers through coverage-in-place agreements at September 30, 2004.

     Goodyear believes that its reserve for asbestos claims, and the insurance receivables recorded in respect of these claims, reflect reasonable and probable estimates of these amounts. The estimate of the assets and liabilities related to pending and expected future asbestos claims and insurance recoveries is subject to numerous uncertainties, including, but not limited to, changes in (i) the litigation environment; (ii) federal and state law governing the compensation of asbestos claimants; (iii) the Company’s approach to defending and resolving claims; and (iv) the level of payments made to claimants from other sources, including other defendants. As a result, with respect to both asserted and unasserted claims, it is reasonably possible that the Company may incur a liability in excess of the current reserve. Coverage under insurance policies is subject to varying characteristics of asbestos claims including, but not limited to, the type of claim (premise vs. product exposure), alleged date of first exposure to the Company’s products or premises and disease alleged. Depending upon the nature of these characteristics, as well as the resolution of certain legal issues, some portion of the insurance may not be accessible by the Company.

Heatway (Entran II). The Company is a defendant in 22 class actions or potential class actions and a number of other civil actions in various Federal, state and Canadian courts asserting non-asbestos property damage claims relating to Entran II, a rubber hose product that it supplied from 1989-1993 to Chiles Power Supply, Inc. (d/b/a Heatway Systems), a designer and seller of hydronic radiant heating systems in the United States. The plaintiffs in these actions are generally seeking recovery under various tort, contract and statutory causes of action, including breach of express warranty, breach of implied warranty of merchantability, breach of implied warranty of fitness for a particular purpose, negligence, strict liability and violation of state consumer protection statutes.

     As previously reported, on June 4, 2004, the Company entered into an amended settlement agreement that was intended to address a substantial portion of its Entran II liabilities (the “Amended Settlement”). On October 19, 2004, the court conducted a fairness hearing on, and gave final approval to, the Amended Settlement. As a result, Goodyear will make annual cash contributions to a settlement fund of $60 million, $40 million, $15 million, $15 million and $20 million in 2004, 2005, 2006, 2007 and 2008, respectively. The first of these payments will be made within ten days of the Final Order and Judgment and will consist of $60 million, less the amount paid as of June 30, 2004 to cover the cost of administration and class notice. In addition to these annual payments, Goodyear was required to contribute to the settlement fund by October 19, 2004, the amount of insurance Goodyear recovered from its carriers relating to Entran II but, in any event, no less than $150 million. As of October 19, 2004, $150 million had been deposited by the Company in the settlement fund comprised of $75 million of insurance recoveries previously obtained by the Company and $75 million of cash contributions made by the Company. The Company expects to receive an additional $100 million of insurance reimbursements during the 4th quarter. Of this amount, $75 million will reimburse the Company for its October 19, 2004 cash contribution to the settlement fund and the balance (net of unreimbursed legal costs incurred to obtain the insurance recoveries) will be deposited into the settlement fund. The Company does not expect to receive any further insurance reimbursements beyond the amounts described above.

     A total of 62 claimants have been opted out of the Amended Settlement. The Amended Settlement does not cover the liability associated with these opt outs, however, the Company will be entitled to assert proxy claims against the settlement fund for the payments such claimants would have been entitled to under the Amended Settlement if these claimants assert claims against the Company. The Company is a defendant in two pending state court actions in Colorado involving approximately 15 sites that have been opted out of the amended settlement.

     In 2002, two state courts in Colorado entered judgments against the Company in Entran II cases of $22.7 million and $1.3 million, respectively. On June 19, 2003, a jury in Colorado Federal court awarded a judgment in an Entran II case against the Company of $4.1 million. An additional $5.7 million in prejudgment interest was awarded on September 8, 2003. Any liability of the Company arising out of these

- 26 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

actions will not be covered by the Amended Settlement. The Company will continue to pursue appeals of these judgements.

     In another Entran II action, on May 13, 2004, a federal jury in Colorado awarded the plaintiffs aggregate damages of $8.1 million, of which 40% was allocated to Goodyear. The court subsequently awarded plaintiffs $4.8 million in prejudgment interest, all of which was allocated to the Company. On June 21, 2004, a jury in another Entran II case in Colorado state court awarded the plaintiff $0.6 million in damages, 20% of which was allocated to the Company. The plaintiff was also awarded approximately $0.4 million in prejudgement interest and costs. Any liability of the Company arising out of the these actions also will not be covered by the Amended Settlement. However, the Company will be entitled to a credit from the settlement fund against amounts (if any) paid to the plaintiffs in these actions. The Company will continue to pursue appeals of these judgements.

     Goodyear has recorded liabilities of approximately $353 million and $246 million at September 30, 2004 and December 31, 2003, respectively, related to Entran II litigation. Goodyear recorded insurance receivables related to Entran II litigation of $100 million and $55 million at September 30, 2004 and December 31, 2003, respectively. The Company has also recorded, at September 30, 2004, approximately $72.2 million in restricted cash for insurance recoveries previously received that will be included in the settlement fund.

     Goodyear believes that its reserve for Entran II litigation, and the related insurance receivables recorded in respect of these matters, reflect reasonable and probable estimates of these amounts. The ultimate cost of disposing of Entran II claims is dependent upon a number of factors, including the Company’s ability to resolve claims not subject to the Amended Settlement (including the cases in which the Company has received adverse judgments) and whether or not claimants opting out of the Amended Settlement pursue claims against Goodyear in the future. As a result, it is reasonably possible that the Company may incur a liability in excess of its recorded reserve, however, Goodyear cannot predict such range of additional loss.

     Refer to Part II, Item 1, Legal Proceedings, for further information about Heatway matters.

Other Actions. The Company is currently a party to various claims and legal proceedings in addition to those noted above. If management believes that a loss arising from these matters is probable and can reasonably be estimated, the Company records the amount of the loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Based on currently available information, management believes that the ultimate outcome of these matters, individually and in the aggregate, will not have a material adverse effect on the Company’s financial position or overall trends in results of operations. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling could include monetary damages or an injunction prohibiting the Company from selling one or more products. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which the ruling occurs, or future periods.

Guarantees

The Company is a party to various agreements under which it has undertaken obligations resulting from the issuance of certain guarantees. Guarantees have been issued on behalf of the Company’s affiliates or customers of the Company. Normally, there is no separate premium received by the Company as consideration for the issuance of guarantees. The Company’s performance under these guarantees would normally be triggered by the occurrence of one or more events as provided in the specific agreements. Collateral and recourse provisions available to the Company under these agreements were not significant.

Customer Financing. In the normal course of business, the Company will from time to time issue guarantees to financial institutions on behalf of its customers. The Company normally issues these guarantees in connection with the arrangement of financing by the customer. The Company generally does not require collateral in connection with the issuance of these guarantees. In the event of non-payment by a customer, the Company is obligated to make payment to the financial institution, and will typically have recourse to the assets of that customer. At September 30, 2004, the Company had guarantees outstanding under which the maximum potential amount of payments totaled $7.5 million,

- 27 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

and which expire at various times through 2011. The Company cannot estimate the extent to which its customers’ assets, in the aggregate, would be adequate to recover the maximum amount of potential payments. The Company has not recorded any liabilities associated with these guarantees on the Consolidated Balance Sheet as of September 30, 2004 or December 31, 2003.

Affiliate Financing. The Company will from time to time issue guarantees to financial institutions on behalf of certain of its affiliates, which are accounted for using the equity method. The financing arrangements of the affiliates may be for either working capital or capital expenditures. The Company generally does not require collateral in connection with the issuance of these guarantees. In the event of non-payment by an affiliate, the Company is obligated to make payment to the financial institution, and will typically have recourse to the assets of that affiliate. At September 30, 2004, the Company had guarantees outstanding under which the maximum potential amount of payments totaled $9.8 million, and which expire at various times through 2007. The Company is unable to estimate the extent to which its affiliates’ assets would be adequate to recover the maximum amount of potential payments with that affiliate.

Employee Guarantees. The Company will from time to time, issue guarantees to financial institutions or other companies on behalf of certain employees or associates that are relocated to international operations. At September 30, 2004, the Company had guarantees outstanding under which the maximum potential amount of payments totaled $0.7 million.

Indemnifications. At September 30, 2004, the Company was a party to various agreements under which it had assumed obligations to indemnify the counterparties from certain potential claims and losses. These agreements typically involve standard commercial activities undertaken by the Company in the normal course of business; the sale of assets by the Company; the formation of joint venture businesses to which the Company has contributed assets in exchange for ownership interests; and other financial transactions. Indemnifications provided by the Company pursuant to these agreements relate to various matters including, among other things, environmental, tax and shareholder matters; intellectual property rights; government regulations and employment-related matters; and dealer, supplier and other commercial matters.

     Certain indemnifications expire from time to time, and certain other indemnifications are not subject to an expiration date. In addition, the Company’s potential liability under certain indemnifications is subject to maximum caps, while other indemnifications are not subject to caps. Although the Company has been subject to indemnification claims in the past, the Company cannot reasonably estimate the number, type and size of indemnification claims that may arise in the future. Due to these and other uncertainties associated with the indemnifications, the Company’s maximum exposure to loss under these agreements cannot be estimated.

     The Company has determined that there are no guarantees other than liabilities for which amounts are already recorded or reserved in its financial statements under which it is probable that it has incurred a liability.

NOTE 8. ACQUISITIONS

During June 2004, Goodyear exercised its call option and purchased the remaining 20% of Sava Tires d.o.o. (Sava Tires), a joint venture tire manufacturing company in Kranj, Slovenia, for approximately $52 million. Following the purchase, the Company transferred Sava Tires to the Company’s 75 percent-owned Goodyear Dunlop Tires Europe affiliate. In conjunction with the purchase of the remaining 20% of Sava Tires, the Company recorded an addition to goodwill of approximately $1.0 million. The acquisition of the remaining 20% of Sava Tires was accounted for under the purchase method of accounting. The purchase price has been allocated on a preliminary basis, as the Company is completing its asset valuations (expected to be completed during the fourth quarter of 2004). The Company had purchased its original 60% stake in Sava Tires in 1998 and then completed an additional purchase of 20% in 2002.

     On July 13, 2004, Goodyear completed the acquisition of the remaining 50% ownership interest of Däckia, a major tire retail group in Sweden, for approximately $10 million. Goodyear originally acquired a 50% stake in Däckia in 1995. The acquisition of the remaining 50% of Däckia was accounted for under the purchase method of accounting. The purchase price has been allocated on a preliminary basis entirely to goodwill, as the Company is completing its asset valuations (expected to be completed during the fourth quarter of 2004). In conjunction with the consolidation of and the purchase of the remaining 50% of Däckia, the Company recorded goodwill of $26 million.

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 9. PREFERRED STOCK PURCHASE RIGHTS PLAN

On February 3, 2004, the Company’s Board of Directors, approved an amendment to the Amended and Restated Rights Agreement, dated as of April 15, 2002 (the “Rights Agreement”), between the Company and EquiServe Trust Company, N.A., as Rights Agent, to change the final expiration date of the Rights Agreement from July 26, 2006 to June 1, 2004. The amendment was finalized by the Company and the Rights Agent on March 1, 2004. As a result, the preferred stock purchase rights granted under the Rights Agreement expired at the close of business on June 1, 2004.

NOTE 10. BUSINESS SEGMENTS

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
				Restated						Restated
(In millions)	2004			2003			2004			2003
Net Sales:
North American Tire	$	2,070.5		$	1,792.2		$	5,837.2		$	5,076.4
European Union Tire		1,084.7			985.6			3,255.8			2,875.9
Eastern Europe, Middle East and Africa Tire		344.6			283.2			928.4			779.2
Latin American Tire		315.7			262.1			909.7			752.1
Asia/Pacific Tire		319.4			140.1			969.0			429.9
Total Tires		4,134.9			3,463.2			11,900.1			9,913.5
Engineered Products		377.2			299.9			1,090.0			890.8
Chemical Products		395.8			306.7			1,130.8			909.8
Total Segment Sales		4,907.9			4,069.8			14,120.9			11,714.1
Inter-SBU Sales		(209.3	)		(169.2	)		(602.2	)		(526.1	)
Other		15.1			5.8			15.3			18.1
Net Sales	$	4,713.7		$	3,906.4		$	13,534.0		$	11,206.1
Segment Operating Income (Loss):
North American Tire	$	13.5		$	(36.6	)	$	16.2		$	(116.2	)
European Union Tire		69.9			49.3			195.1			112.5
Eastern Europe, Middle East and Africa Tire		59.8			43.5			148.2			98.8
Latin American Tire		63.7			43.8			186.7			104.2
Asia/Pacific Tire		18.7			10.3			45.7			36.2
Total Tires		225.6			110.3			591.9			235.5
Engineered Products		34.1			13.7			88.6			25.3
Chemical Products		45.4			27.4			130.5			79.4
Total Segment Operating Income		305.1			151.4			811.0			340.2
Rationalizations and asset sales		(29.7	)		(60.2	)		(58.6	)		(150.7	)
Accelerated depreciation charges and asset write-offs		(2.2	)		(0.5	)		(7.1	)		(8.7	)
Interest expense		(95.0	)		(78.9	)		(266.2	)		(219.7	)
Foreign currency exchange		(10.5	)		(10.8	)		(14.2	)		(29.8	)
Minority interest in net income of subsidiaries		(18.3	)		(8.7	)		(44.4	)		(32.0	)
Inter-SBU income		(34.6	)		(22.7	)		(99.1	)		(58.7	)
Financing fees and financial instruments		(29.2	)		(18.8	)		(90.9	)		(71.9	)
Equity in earnings (losses) of corporate affiliates		0.4			(1.6	)		1.0			(8.0	)
General and product liability – discontinued products		(7.7	)		(62.5	)		(27.5	)		(72.5	)
Expenses for insurance fire loss deductibles		—			—			(11.7	)		—
Professional fees associated with the investigation and restatement		(2.2	)		—			(26.5	)		—
Other		(10.7	)		(4.8	)		(33.0	)		(14.0	)
Income (Loss) before Income Taxes	$	65.4		$	(118.1	)	$	132.8		$	(325.8	)

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     Portions of items reported as Rationalizations and Other (Income) and Expense on the Consolidated Statement of Income were not charged to the strategic business units (“SBUs”) for performance evaluation purposes, but were attributable to the SBUs as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
				Restated						Restated
(In millions)	2004			2003			2004			2003
Rationalizations:
North American Tire	$	(1.2	)	$	10.7		$	4.5		$	59.2
European Union Tire		0.9			27.3			25.8			44.4
Eastern Europe, Middle East and Africa Tire		0.1			—			0.1			(0.1	)
Latin American Tire		0.6			—			2.4			5.5
Engineered Products		22.6			17.3			22.8			20.5
Chemical		4.9			—			4.9			—
Corporate		0.9			(1.0	)		2.1			0.9
Total Rationalizations	$	28.8		$	54.3		$	62.6		$	130.4
Other (Income) and Expense:
North American Tire	$	2.7		$	—		$	1.2		$	—
European Union Tire		(1.8	)		(0.4	)		(4.1	)		(1.5	)
Asia/Pacific Tire		—			—			—			(2.1	)
Engineered Products		—			6.3			(1.3	)		6.3
Corporate(1)		29.9			84.3			117.2			161.9
Total Other (Income) and Expense	$	30.8		$	90.2		$	113.0		$	164.6

⁽¹⁾ Includes the expense for general & product liability-discontinued products, insurance fire loss deductibles, and financing fees and financial instruments. See Note 3, Other (Income) and Expense for further discussion.

NOTE 11. FUTURE LIQUIDITY REQUIREMENTS

As of September 30, 2004, the Company had $1.60 billion in cash and cash equivalents, of which $796.1 million was held in the United States and $261.4 million was in accounts of GDTE. The remaining amounts were held in the Company’s other non-U.S. operations. The Company’s ability to move cash and cash equivalents among its various operating locations is subject to the operating needs of the operating locations as well as restrictions imposed by local laws and applicable credit facility agreements. As of September 30, 2004, approximately $195.5 million of cash was held in locations where significant tax or legal impediments would make it difficult or costly to execute monetary transfers. Based upon the Company’s projected operating results, the Company expects that cash flow from operations together with available borrowing under its restructured credit facilities and other sources of liquidity will be adequate to meet the Company’s anticipated cash and cash equivalent requirements including working capital, debt service, minimum pension funding requirements and capital expenditures through September 30, 2005.

     At September 30, 2004, the Company also had $830.1 million of unused availability under its various credit agreements.

     The Company’s liquidity may be materially adversely affected by a significant amount of debt maturing in 2005 and 2006 and substantial required contributions to be made to its defined benefit pension plans in 2004, 2005 and beyond. The aggregate amount of long-term debt maturing in calendar years 2005 and 2006 is approximately $1.22 billion and $1.90 billion, respectively. Included in these amounts is $650.0 million related to our primary European credit facilities maturing in 2005 and $1.45 billion related to our asset-backed facilities maturing in 2006. These facilities will have to be refinanced in the capital markets if they are not renewed by the existing lenders. Because of our debt ratings, operating performance over the past few years and other factors, access to such markets cannot be assured. The Company’s ongoing ability to access the capital markets is highly dependent on the degree of success it has implementing its North American Tire turnaround strategy. In addition to facilitating access to the capital markets,

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THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

successful implementation of the turnaround strategy is also crucial to ensuring that the Company has sufficient cash flow from operations to meet its obligations. There is no assurance that the Company will have a sufficient degree of success implementing its turnaround strategy to maintain access to capital markets and meet liquidity requirements. Failure to complete the turnaround strategy successfully could have a material adverse effect on the Company’s financial position, results of operations and liquidity.

     In addition to the commitments summarized above, Goodyear is required to make contributions to its domestic defined benefit pension plans. These contributions are required under the minimum funding requirements of the Employee Retirement Income Security Act (“ERISA”). Although subject to change, Goodyear expects to be required by ERISA to make contributions to its domestic pension plans of approximately $160 million in 2004 and approximately $425 million to $450 million in 2005. The expected contributions are based upon participant data as of January 1, 2004, and assume a stable population in future years. In calculating these estimates, the Company relied on a number of assumptions, including (i) an ERISA liability interest rate of 6.53% and 6.11% for 2004 and 2005, respectively, (ii) plan asset returns of 3.8% in 2004, and (iii) the effect of legislation signed into law in 2004 providing for changes to ERISA funding requirements. Prior to 2005 funding estimates had assumed an ERISA liability interest rate of 6.67% for 2005, and 2004 asset returns of 8.5%. The new estimates for these items are based upon bond rates and asset returns as of September 30, 2004. For the three and nine month periods ended September 30, 2004, the Company contributed $60.6 million and $73.9 million, respectively, to its domestic plans. The estimates of the contributions required in 2004 and 2005 reflect legislation passed by Congress in 2004 providing for changes to ERISA funding requirements permitting the deferral of certain contributions that would have otherwise been required in 2004 and 2005 to subsequent periods. Goodyear will be subject to additional statutory minimum funding requirements after 2005. Due to uncertainties regarding significant assumptions involved in estimating future required contributions to its defined benefit pension plans, such as interest rate levels, the amount and timing of asset returns and whether the Company makes contributions in excess of those required, and what, if any, changes may occur in legislation, Goodyear is not able to reasonably estimate its future required contributions beyond 2005. Nevertheless, Goodyear expects that the amount of contributions required in years beyond 2005 will be substantial. In particular, the funding relief provided under current law expires at the end of 2005. As a result, if funding relief is not extended or renewed, Goodyear expects that its minimum funding obligations in 2006 would be substantially greater than in 2005. In 2004, in addition to required domestic plan contributions, Goodyear expects to contribute approximately $60 million to its funded international pension plans. For the three and nine month periods ended September 30, 2004, the Company contributed $15.0 million and $45.5 million, respectively, to its foreign plans.

     Goodyear’s postretirement benefit plans will require amounts to cover benefit payments in the future. Benefit payments are expected to be approximately $285 million in 2004, $300 million in 2005 and $300 million in 2006. These estimates are based upon the plan provisions currently in effect. Ultimate payments are expected to be $3.1 billion as calculated on December 31, 2003. The majority of these payments would be made more than five years hence.

     Although the Company is highly leveraged, it may become necessary for it to incur additional debt to ensure that it has adequate liquidity. A substantial portion of the Company’s assets is already subject to liens securing its indebtedness. The Company is limited in its ability to pledge its remaining assets as security for additional secured indebtedness. In addition, unless the Company’s financial performance improves, its ability to raise unsecured debt may be significantly limited.

     The Company’s master contract with the USWA committed the Company to consummate the issuance or placement of at least $250 million of debt securities and at least $75 million of equity or equity-linked securities by December 31, 2003 or the USWA would have the right to file a grievance and strike. On March 12, 2004, the Company completed a private offering of $650 million in senior secured notes due 2011, consisting of $450 million of 11% senior secured notes and $200 million of floating rate notes at LIBOR plus 8%. On July 2, 2004, the Company completed a private offering of $350 million in 4% convertible senior notes due 2034 (an equity-linked security). Under the master contract the Company also committed to launch, by December 1, 2004, a refinancing of its U.S. term loan and revolving credit facilities due in April 2005, with loans or securities having a term of at least three years. The Company completed the refinancing of the U.S. term loan in March 2004 and refinanced the U.S. revolving credit facility in August 2004. In the event of a strike by the USWA, the Company’s financial position, results of operations and liquidity could be materially adversely affected.

- 31 -

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

     The Company is subject to various legal proceedings, including those described in note 7, Commitments and Contingent Liabilities. In the event the Company wishes to appeal any future adverse judgment in any proceeding, it would be required to post an appeal bond with the relevant court. If the Company does not have sufficient availability under its U.S. funded credit facility to issue a letter of credit to support an appeal bond, it may be required to pay down borrowings under the facility in order to increase the amount available for issuing letters of credit or deposit cash collateral in order to stay the enforcement of the judgment pending an appeal. A significant deposit of cash collateral may have a material adverse effect on the Company’s liquidity.

     A substantial portion of Goodyear’s borrowings is at variable rates of interest and exposes the Company to interest rate risk. If interest rates rise, the Company’s debt service obligations would increase. An unanticipated significant rise in interest rates could have a material adverse effect on the Company’s liquidity in future periods.

NOTE 12. INCOME TAXES

For the 2004 first nine months, Goodyear recorded tax expense of $145.1 million ($28.9 million for the third quarter) on income before income taxes and minority interest in net income of subsidiaries of $177.2 million ($83.7 million for the third quarter). The difference between Goodyear’s effective tax rate and the U.S. statutory rate was primarily attributable to the Company continuing to maintain a full valuation allowance against its net Federal and state deferred tax assets. Included in tax expense for the first nine months and third quarter are net favorable tax adjustments of $50.4 million and $43.6 million, respectively. These favorable tax adjustments relate to the settlement of prior years’ tax liabilities, which were partially offset by the establishment of valuation allowances against certain Goodyear subsidiaries’ deferred tax assets. For the three and nine months ended 2003, Goodyear recorded tax expense of $1.3 million (as restated) and $46.5 million (as restated) on a loss before taxes and minority interest in net income of subsidiaries of $109.4 million (as restated) and $293.8 million (as restated), respectively.

     The American Job Creation Act of 2004 (AJCA), which was signed into law in October 2004, replaces an export incentive with a deduction from domestic manufacturing income. As Goodyear is both an exporter and a domestic manufacturer and in a U.S. tax loss position, this change should have no material impact on the Company’s income tax provision.

NOTE 13. SUBSEQUENT EVENTS

On October 29, 2004, the Company completed a settlement with suppliers, which will result in after tax income and cash flow of approximately $19 million in the fourth quarter of 2004.

- 32 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(All per share amounts are diluted)

OVERVIEW

     The Goodyear Tire & Rubber Company is one of the world’s leading manufacturers of tires and rubber products with one of the most recognized brand names in the world. We have a broad global footprint with 95 manufacturing facilities in 28 countries. Our business is managed through seven operating segments: North American Tire; European Union Tire; Eastern Europe, Middle East and Africa Tire (“EEMEA” or Eastern Europe Tire) (formerly known as “Eastern Europe, Africa and Middle East Tire”); Latin America Tire; Asia/Pacific Tire (formerly known as “Asia Tire”); Engineered Products; and Chemical Products.

     We had net income of $36.5 million in the third quarter of 2004 compared to a net loss of $119.4 million (as restated) for the same period in 2003. For the first nine months of 2004 we had a net loss of $12.3 million, compared to a net loss of $372.3 million (as restated) for the first nine months of 2003. Our consolidated results are significantly dependent on the performance of our North American Tire segment. For the third quarter of 2004, North American Tire had segment operating income of $13.5 million compared to a segment operating loss of $36.6 million (as restated) for the third quarter of 2003. The improvement was due primarily to sustained improvement in pricing and product mix as sales of Goodyear brand tires remained strong. Additional improvement was a result of savings from rationalization programs and increased sales in the consumer replacement market and commercial markets. Our second largest segment, European Union Tire, had segment operating income of $69.9 million and $49.3 million (as restated) in the third quarter of 2004 and 2003, respectively. The improvement in the European Union Tire segment is also due to improved pricing and product mix.

     The segment operating income in each of our other five segments also increased compared to the comparable prior year period. For the third quarter of 2004, the Eastern Europe, Middle East and Africa Tire segment reported segment operating income of $59.8 million compared to $43.5 million in the third quarter of 2003. Latin America Tire reported segment operating income of $63.7 million in the third quarter of 2004 compared to $43.8 million in the third quarter of 2003. Segment operating income for Asia/Pacific Tire of $18.7 million for the third quarter of 2004 increased from $10.3 million reported in the third quarter of 2003. Engineered Products and Chemical Products reported third quarter 2004 operating income of $34.1 million and $45.4 million, respectively, as compared to 2003 third quarter operating income of $13.7 million (as restated) and $27.4 million, respectively.

     High raw material costs, particularly for natural rubber, continue to negatively impact our results. Increases in raw material costs increased our Cost of Goods Sold by approximately $75 million and $146 million in the third quarter and first nine months of 2004, respectively. We expect that raw material costs will increase between 5% and 7% in 2004 compared to 2003. Interest expense remains high primarily due to our increased level of average debt. Interest expense increased from $78.9 million in the third quarter of 2003 to $95.0 million in the third quarter of 2004.

     A significant indicator of our operating performance is share of sales, especially in our two largest regions, North America and Western Europe. In North America, our share of sales in the replacement segment increased in the third quarter of 2004 as compared to the first half of 2004 as sales of Goodyear brand tires remained strong while the share of sales of Dunlop brand tires declined. While our private label business declined in the first half of 2004, this business stabilized during the third quarter. Our share of sales in the North American original equipment segment fell slightly during the third quarter of 2004 compared to the first half due to our selective fitment strategy in the consumer original equipment business. In Western Europe, our estimated share of sales decreased in all segments in the third quarter compared to the first half, except in the commercial OE segment, which increased slightly.

     On July 2, 2004, we completed a private offering of $350 million of 4% convertible senior notes due 2034. The proceeds of the notes were used for general corporate purposes. On August 18, 2004, we refinanced our $680 million senior secured U.S. revolving credit facility, which would have matured on April 30, 2005, with a $680 million senior secured deposit-funded credit facility. The new facility matures in September of 2007 and is secured by the same collateral as, and contains covenants similar to, those in the facility it replaces. The new facility is structured

- 33 -

as a synthetic revolving credit and letter of credit facility, pursuant to which the lenders deposited the entire $680 million of the facility in an account held by the administrative agent, and those funds are used to support letters of credit or borrowings on a revolving basis, in each case subject to customary conditions. We anticipate undertaking additional refinancing activities in order to address $1.22 billion and $1.90 billion of long-term debt maturing in 2005 and 2006, respectively, required contributions to our domestic pension plans (minimum contributions of approximately $160 million and $425 million to $450 million are expected to be required in 2004 and 2005, respectively of which approximately $74 million was contributed as of September 30, 2004, and additional minimum contributions will be required in years beyond 2005), enhance our financial flexibility and ensure adequate liquidity. As part of our refinancing efforts, we may also seek to access the capital markets, although our current credit ratings may restrict our ability to do so. Failure to obtain new financing could have a material adverse effect on our liquidity. In addition, we continue to review potential asset sales.

     On October 19, 2004, an amended settlement agreement to resolve a substantial portion of our product liability claims relating to Entran II, a rubber hose product we previously manufactured, received court approval. As a result, we will make annual cash contributions to a settlement fund of $60 million, $40 million, $15 million, $15 million and $20 million in 2004, 2005, 2006, 2007 and 2008, respectively. In addition to these annual payments, Goodyear was required to contribute to the settlement fund by October 19, 2004, the amount of insurance recovered from its carriers relating to Entran II but, in any event, no less than $150 million. As of October 19, 2004, $150 million had been deposited by the Company in the settlement fund comprised of $75 million of insurance recoveries previously obtained by the Company and $75 million of cash contributions made by the Company. The Company expects to receive an additional $100 million of insurance reimbursements during the 4th quarter. Of this amount, $75 million will reimburse the Company for its October 19, 2004 cash contribution to the settlement fund and the balance (net of unreimbursed legal costs incurred to obtain the insurance recoveries) will be deposited into the settlement fund.

     On November 5, 2004, we announced that we would restate our financial statements for the years ended December 31, 2003, 2002 and 2001 and our interim unaudited financial statements for the first and second quarters of 2004. The restatement also affects periods prior to 2001. In the restatement we will include a note to the financial statements containing summary financial information related to certain of the Company’s investments in affiliates, and adjustments to our prior period financial statements to record net after-tax expense adjustments of approximately $7.6 million, of which $5.2 million relates to 2003 and $2.4 million relates to prior years. Additionally, we will amend our first and second quarter 2004 Form 10-Qs to reflect after-tax income adjustments of approximately $3.0 million for the six months ended June 30, 2004. Most of these adjustments were identified through the implementation of our previously announced measures to improve account reconciliation procedures. In addition, we will correct a misclassification of deferred income tax assets and liabilities in the Company’s Consolidated Balance Sheet beginning December 31, 2003. For further information, refer to note 1A, Restatement.

     We remain subject to a Securities and Exchange Commission (“SEC”) investigation into the facts and circumstances surrounding the restatement of our historical financial statements. We are cooperating fully with the SEC and have provided requested information as expeditiously as possible. Because the SEC investigation is currently ongoing, the outcome cannot be predicted at this time. In May 2004, following the conclusion of certain internal investigations initiated by the Company’s Audit Committee, our external auditors advised us that the circumstances they previously identified to the Company as collectively resulting in a material weakness in October 2003 had each individually become a material weakness. Our external auditors further identified an additional material weakness resulting from intentional overrides of internal controls by middle managerial personnel, particularly related to the European Union Tire segment and workers’ compensation liability in the United States, which the Company’s internal investigation had identified and brought to the auditor’s attention. We are currently implementing a remediation plan to address these matters.

RESULTS OF OPERATIONS

CONSOLIDATED

Net sales in the third quarter of 2004 were $4.71 billion, increasing 20.7% from $3.91 billion (as restated) in the 2003 third quarter. Net income of $36.5 million or $0.21 per diluted share was recorded in the 2004 third quarter compared to a net loss of $119.4 million (as restated) or $0.68 per diluted share (as restated) in the 2003 period. The

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2004 third quarter included an after-tax rationalization charge of $30.4 million or $0.17 per share compared to an after-tax rationalization charge of $44.8 million or $0.26 per share in 2003.

     In the first nine months of 2004, sales of $13.53 billion increased 20.8% from $11.21 billion (as restated) in the 2003 period. A net loss of $12.3 million or $0.07 per share was recorded in the first nine months of 2004 compared to a net loss of $372.3 million (as restated) or $2.12 per share (as restated) in the first nine months of 2003. The first nine months of 2004 included an after-tax rationalization charge of $59.5 million or $0.34 per share compared to an after-tax rationalization charge of $114.0 million or $0.65 per share in 2003.

     Revenues in the third quarter of 2004 increased approximately $807 million from the 2003 period due partially to the consolidation of two variable interest entities in January 2004 in accordance with the Financial Accounting Standards Board’s (“FASB”) Interpretation No. 46, “Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51,” as amended by FASB Interpretation No. 46 (revised December 2003) (collectively, “FIN 46”). Consolidation of these variable interest entities benefited 2004 sales by approximately $315 million in the third quarter. Revenue increases of approximately $214 million, attributable to pricing and product mix improvements, primarily in North American Tire, Latin American Tire, and European Union Tire and revenue increases of approximately $121 million, attributable to higher unit volume primarily in Engineered Products, Eastern Europe and Latin American Tire had a favorable impact on third quarter 2004 revenues. 2004 revenue also benefited from the positive impact of currency translation of approximately $105 million in the third quarter, mainly in Europe.

     Worldwide tire unit sales in the third quarter of 2004 were 57.4 million units, an increase of 2.1 million units or 3.8% compared to the 2003 period. Tire units increased by approximately 1.6 million units due to the consolidation of a variable interest entity in accordance with FIN 46. North American Tire (U.S. and Canada) volume increased 0.1 million units in the quarter, while international unit sales increased 2.0 million units or 7.3%. Worldwide replacement unit sales increased 1.4 million units or 3.4% from the 2003 quarter, due to increases in all regions except European Union Tire. Original equipment (OE) unit sales increased 0.7 million units or 4.7% in the quarter, due to increases in European Union Tire, Latin American Tire and Eastern Europe Tire.

     Revenues in the first nine months of 2004 increased approximately $2.33 billion from the 2003 period partially as a result of the consolidation of two variable interest entities in accordance with FIN 46 of approximately $896 million. Improved pricing and product mix improvements, primarily in North American Tire, Latin American Tire,Eastern Europe Tire and European Union Tire of approximately $552 million and higher unit volume of approximately $447 million, driven by European Union Tire and Latin American Tire, as well as higher volume in Engineered Products, had a favorable impact on revenues in the first nine months of 2004. Additionally, the impact of currency translation of approximately $391 million, mainly in Europe, benefited 2004 sales.

     Worldwide tire unit sales in the first nine months of 2004 were 168.1 million units, an increase of 7.4 million units or 4.6% compared to the 2003 period. Tire units increased by approximately 4.7 million units due to the consolidation of variable interest entities in accordance with FIN 46. North American Tire volume increased 0.4 million units or 0.4%, while international unit sales increased 7.0 million units or 8.4%. Worldwide replacement unit sales increased 7.1 million units or 6.3% from the 2003 nine months, due to increases in all segments. OE unit sales increased 0.3 million units or 0.7% during the first nine months of 2004 due to increases primarily in Latin American Tire and European Union Tire.

     Cost of goods sold (CGS) increased approximately $571 million, or 17.9%, but decreased to 79.9% of net sales, in the third quarter of 2004, compared to 81.8% in the 2003 period. CGS in the third quarter of 2004 increased by approximately $259 million due to the consolidation of two variable interest entities in accordance with FIN 46. 2004 CGS was increased by approximately $81 million due to higher volume, largely in North American Tire, Engineered Products, and Eastern Europe Tire, and was negatively impacted by currency translation of approximately $79 million, primarily in Europe. Increased manufacturing costs related to changes in product mix of approximately $49 million, in part related to North American Tire and Engineered Products, and increased raw material costs of approximately $75 million and higher conversion costs of approximately $15 million related primarily to North American Tire were partially offset by savings from rationalization programs of approximately $38 million.

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     CGS increased approximately $1.63 billion , or 17.7%, but decreased to 80.0% of net sales in the first nine months of 2004, compared to 82.1% in the 2003 period. CGS in the first nine months of 2004 increased by approximately $732 million due to the consolidation of two variable interest entities in accordance with FIN 46. Additionally, increased unit volume of approximately $312 million, currency translation of approximately $298 million and increases in product mix of approximately $190 million increased the 2004 CGS. Higher raw material costs of approximately $146 million and conversion costs of approximately $10 million were partially offset by savings from rationalization programs of approximately $95 million which favorably impacted 2004 CGS. In 2003, CGS was adversely impacted by adjustments that were related to the Engineered Products Segment and recorded in conjunction with the restatement. It was not possible to allocate the amount of these adjustments to applicable periods and accordingly, Goodyear recorded substantially all of this adjustment in the first quarter of 2003. This 2003 account reconciliation adjustment includes the write-off of $21.3 million consisting of $3.7 million in intercompany accounts and $17.6 million related to payables and other accounts.

     Selling, administrative and general expense (SAG) in the third quarter of 2004 increased approximately $114 million, or 19.5%, compared to the 2003 period but decreased to 14.9% of net sales in 2004 compared to 15.0% in the 2003 period. SAG in the third quarter of 2004 increased by approximately $51 million due to the consolidation of two variable interest entities in accordance with FIN 46. 2004 SAG was also unfavorably impacted by increased corporate consulting fees of approximately $23 million, of which approximately $7 million related to compliance with Sarbanes Oxley and approximately $2 million related to professional fees associated with the SEC investigation. In addition, currency translation of approximately $20 million, largely in Europe, increased advertising expense of approximately $12 million, in part due to the launch of the Assurance tire and higher wages and benefit costs of approximately $9 million negatively impacted 2004 SAG. The overall increases were partially offset by savings from rationalization actions of approximately $9 million.

     SAG in the first nine months of 2004 increased approximately $324 million, or 18.5%, compared to the 2003 period but decreased from 15.6% of net sales in 2003 to 15.3% in 2004. SAG increased in the first nine months of 2004 compared to the 2003 period primarily as a result of the consolidation of two variable interest entities totaling approximately $153 million. Currency translation of approximately $69 million, increased corporate consulting fees of approximately $59 million, of which approximately $26 million related to professional fees associated with the restatement and SEC investigation and approximately $14 million related to Sarbanes-Oxley compliance, and higher advertising expenses of approximately $39 million also led to higher SAG expense. SAG in the 2004 period benefited from approximately $25 million in savings from rationalization programs.

     Interest expense increased 20.4% from $78.9 million in the third quarter of 2003 to $95.0 million in the third quarter of 2004 primarily as a result of higher average debt outstanding and higher average interest rates. For the first nine months of 2004, interest expense increased 21.2% to $266.2 million compared to the 2003 period, reflecting a higher average debt balance and higher interest rates as well as the April 1, 2003 restructuring and refinancing of our credit facilities.

     Other (Income) and Expense was $30.8 million net expense in the 2004 third quarter compared to $90.2 million (as restated) net expense in the 2003 period. Other (Income) and Expense included fees related to financing and financial instruments of $29.2 million and $18.8 million in the third quarters of 2004 and 2003, respectively. Other (Income) and Expense for the third quarter of 2004 included a loss of $0.9 million ($0.9 million after tax or $0.00 per share) on the sale of assets in the North American Tire and European Union Tire segments. The 2003 third quarter included a loss of $6.3 million ($6.3 million after tax or $0.04 per share) on the sale of assets in the Engineered Products Segment and a gain of $0.4 million (as restated) ($0.4 million after tax or $0.00 per share on the sale of assets in the European Union Tire Segment. For the third quarter of 2004 and 2003, expense of $105.5 million and $78.2 million, respectively, and probable insurance recoveries of $100 million and $20 million, respectively, related to Entran II were recorded.

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     For the first nine months of 2004, Other (Income) and Expense was $113.0 million net expense compared to $164.6 million (as restated) net expense in the 2003 period. Other (Income) and Expense included fees related to financing and financial instruments of $90.9 million and $71.9 million in the first nine months of 2004 and 2003, respectively. Other (Income) and Expense in 2004 also included a gain of $9.5 million ($7.1 million after tax or $0.04 per share) on the sale of assets in the North American Tire, European Union Tire and Engineered Products segments and a loss of $5.5 million ($5.0 million after tax or $0.03 per share) on the sale of corporate assets and assets in North American Tire and European Union Tire segments. Other (Income) and Expense in the first nine months of 2003 included a loss of $23.9 million ($15.2 million after tax or $0.09 per share) on the sale of 20,833,000 shares of Sumitomo Rubber Industries, Ltd. (“SRI”) and the sale of assets in Engineered Products and a gain of $3.6 million (as restated) ($2.9 million after tax or $0.02 per share) resulting from the sale of land in the Asia/Pacific Tire Segment and the sale of assets in the European Union Tire Segment. Financing fees and financial instruments included $17.9 million, of deferred costs written off, in the nine months ended September 2004, in connection with the Company’s refinancing activities during 2004. Of the $27.5 million of expense recorded in the first nine months of 2004 ($72.5 million in 2003) related to general product liability-discontinued products, $15.4 million ($113 million of expense in 2003) relates to Entran II claims and $12.1 million ($41 million of income in 2003) relates to asbestos claims, net of probable insurance recoveries.

     Miscellaneous expense in the first nine months of 2004 includes $11.7 million ($11.6 million after tax or $0.07 per share) of expense for insurance fire loss deductibles related to fires at Company facilities in Germany, France and Thailand. During the nine months, approximately $23 million in insurance recoveries were received to cover expenses related to these fire losses in Germany. At September 30, 2004, Goodyear recorded an insurance receivable of approximately $27 million to recover additional expenses incurred associated with fire losses in Germany. Subsequent to September 30, 2004, Goodyear received approximately $4 million. At September 30, 2004 Goodyear did not record any insurance recoveries associated with fixed assets destroyed. Additional insurance recoveries in future periods will be accounted for pursuant to FASB Statement No. 5, “Accounting for Contingencies.”

     Foreign currency exchange loss was $10.5 million and $10.8 million in the third quarter of 2004 and 2003, respectively. For the first nine months of 2004, foreign currency exchange loss was $14.2 million compared to a loss of $29.8 million in the 2003 period reflecting the weakening of the Brazilian Real in 2003 versus the U.S. dollar.

     For the 2004 first nine months, Goodyear recorded tax expense of $145.1 million ($28.9 million for the third quarter) on income before income taxes and minority interest in net income of subsidiaries of $177.2 million ($83.7 million for the third quarter). The difference between Goodyear’s effective tax rate and the U.S. statutory rate was primarily attributable to the Company continuing to maintain a full valuation allowance against its net Federal and state deferred tax assets. Included in tax expense for the first nine months and third quarter are net favorable tax adjustments of $50.4 million and $43.6 million, respectively. These favorable tax adjustments relate primarily to the settlement of prior years’ tax liabilities, which were partially offset by the establishment of valuation allowances against certain Goodyear subsidiaries’ deferred tax assets. For the three and nine months ended 2003, Goodyear recorded tax expense of $1.3 million (as restated) and $46.5 million (as restated) on a loss before taxes and minority interest in net income of subsidiaries of $109.4 million (as restated) and $293.8 million (as restated), respectively.

     The Company completed its valuation in accordance with Statement of Financial Accounting Standards 142 “Goodwill and Other Intangible Assets” during the third quarter of 2004. The valuation indicated there was no impairment of goodwill or intangible assets.

     In September 2004, the Emerging Issues Task Force (EITF) reached a final consensus EITF Issue No. 04-08 “Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings per share.” Under the EITF, contingently convertible shares attached to a debt instrument, such as the $350 million of 4% convertible senior notes issued by the Company on July 2, 2004, are to be included in the calculation of diluted earnings per share regardless of whether the contingency has been met. The provisions of EITF No. 04-08, are effective for reporting periods ending after December 15, 2004, including the retroactive restatement of previously reported earnings per share amounts. The adoption of this standard is expected result in a decrease in diluted earnings per share of $.02 for the third quarter of 2004.

     On October 29, 2004, the Company completed a settlement with suppliers, which will result in after tax income and cash flow of approximately $19 million in the fourth quarter of 2004.

Rationalization Activity

To maintain global competitiveness, Goodyear has implemented rationalization actions over the past several years for the purpose of reducing excess capacity, eliminating redundancies and reducing costs.

     During the third quarter of 2004, net charges of $28.8 million ($30.4 million after tax or $0.17 per share) were recorded, which included reversals of $15.4 million ($12.6 million after tax or $0.07 per share) for reserves from rationalization actions no longer needed for their originally intended purposes, and new charges of $44.2 million ($42.9 million after tax or $0.24 per share). Included in the $44.2 million of new charges are $2.5 million

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of expenses, consisting of $0.4 million of associate-related costs and $2.0 million of other than associate-related costs incurred in the third quarter of 2004 related to plans initiated in 2003, and $0.1 million of associate-related costs for a plan initiated in 2000. The $41.7 million of new charges for plans initiated in 2004 consisted of $31.1 million in non-cash pension curtailments and postretirement benefit costs, $7.9 million related to future cash outflows, primarily for associate severance costs, and $2.7 million of other exit costs.

     For the first nine months of 2004, net charges of $62.6 million ($59.4 million after-tax or $0.34 per share) were recorded, which included reversals of $15.8 million ($12.8 million after-tax or $0.07 per share) for reserves from rationalization actions no longer needed for their originally intended purpose, and new charges of $78.4 million ($72.3 million after-tax or $0.41 per share). Included in the $78.4 million of new charges are $12.2 million of expenses, consisting of $2.4 million of associate-related costs and $8.7 million of other than associate-related costs incurred during the first nine months of 2004 related to plans initiated in 2003 and $1.1 million of associated-related costs for a plan initiated in 2000. The $66.2 million of new charges for plans initiated in 2004 consisted of $29.3 million related to future cash outflows, primarily for associate severance costs, $32 million in non-cash charges for, pension curtailments and postretirement benefit costs, and $4.9 million in other exit costs.

     In the third quarter of 2004, $37.9 million was incurred primarily for non-cash pension curtailments, postretirement benefit costs, and severance payments, while $6.5 million was incurred for non-cancelable lease costs and other costs. During the first nine months of 2004, $105.2 million was incurred primarily for non-cash pension curtailments, postretirement benefit costs, and severance payments, and $18.2 million was incurred for non-cancelable lease costs and other costs. The majority of the remaining $82.6 million accrual balance at September 30, 2004 for all programs is expected to be utilized within the next twelve months.

     Accelerated depreciation charges were recorded for fixed assets that will be taken out of service in connection with certain rationalization plans initiated in 2003 and 2004 in the European Union Tire, Latin America Tire, and Engineered Products segments. During the third quarter of 2004, $1.1 million was recorded as Costs of Goods Sold and $1.1 million was recorded as Selling, Administrative and General Expense for accelerated depreciation charges. For the first nine months of 2004, $5.6 million was recorded as Cost of Goods Sold and $1.5 million was recorded as Selling, Administrative and General Expense for accelerated depreciation charges.

     During the full year 2003, net charges of $291.5 million ($267.1 million after-tax or $1.52 per share) were recorded, which included reversals of approximately $16 million (approximately $14 million after-tax or $0.08 per share) related to all plans for reserves from rationalization actions no longer needed for their originally intended purposes and new charges of $307.2 million ($281.4 million after-tax or $1.60 per share). The 2003 rationalization actions consisted of manufacturing, research and development, administrative and retail consolidations in North America, Europe and Latin America. Of the $307.2 million of new charges, $174.8 million related to future cash outflows, primarily associate severance costs, and $132.4 million related primarily to non-cash special termination benefits and pension and retiree benefit curtailments. Approximately 4,400 associates will be released under the programs initiated in 2003, of which approximately 2,700 were exited in 2003 and approximately 900 were exited during the first nine months of 2004. The reversals are primarily the result of lower than initially estimated associate-related payments of approximately $12 million, favorable sublease contract signings in the European Union of approximately $3 million and lower contract termination costs in the United States of approximately $1 million. These reversals do not represent a change in the plan as originally approved by management. Of the $307.2 million of new charges recorded in 2003, $56.3 million, and $134.2 million, was recorded during the third quarter and the first nine months of 2003, respectively.

     Upon completion of the 2004 plans, the Company estimates that it will reduce annual operating costs by approximately $85 million (approximately $40 million SAG and approximately $45 million CGS), of which $3.6 million and $5.0 million was realized during the third quarter and first nine months of 2004, respectively. Goodyear estimates that SAG and CGS were reduced in the third quarter and first nine months of 2004 by approximately $55 million and approximately $133 million, respectively, as a result of the implementation of the 2003 plans. Plan savings have been substantially offset by higher SAG and conversion costs including increased compensation and benefit costs.

     For further information, refer to the note to the financial statements No. 2, Costs Associated with Rationalization Programs.

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SEGMENT INFORMATION

Segment information reflects the operations of the strategic business units (“SBUs”) of Goodyear, which are organized to meet customer requirements and global competition. The Tire business is managed on a regional basis. Engineered Products and Chemical Products are managed on a global basis.

     Results of operations in the Tire and Engineered Products segments were measured based on net sales to unaffiliated customers and segment operating income. Results of operations of the Chemical Products segment were measured based on net sales (including sales to other SBUs) and segment operating income. Segment operating income included transfers to other SBUs. Segment operating income was computed as follows: Net Sales less CGS (excluding certain accelerated depreciation charges, asset impairment charges and asset write-offs) and SAG (excluding certain corporate expenses). Segment operating income also included equity (earnings) losses in affiliates managed by the respective operating segments. Segment operating income did not include the previously discussed rationalization charges and certain other items.

     Total segment operating income was $305.1 million in the third quarter of 2004, increasing 101.5% from $151.4 million in the comparable 2003 quarter. Total segment operating margin (total segment operating income divided by segment sales) in the third quarter of 2004 was 6.2%, compared to 3.7% in the 2003 period.

     In the first nine months of 2004, total segment operating income was $811.0 million, increasing 138.4% from $340.2 million in the 2003 period. Total segment operating margin in the first nine months of 2004 was 5.7%, compared to 2.9% in the 2003 period.

     Management believes that total segment operating income is useful because it represents the aggregate value of income earned by the Company’s SBUs and excludes items not directly related to the SBUs for performance evaluation purposes. Total segment operating income is the sum of the individual SBUs’ segment operating income as measured in accordance with Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information.” Refer to note 10, Business Segments, for a reconciliation of total segment operating income to income(loss) before income taxes.

North American Tire

	Three Months Ended											Nine Months Ended
	September 30,											September 30,
				Restated					Percent						Restated					Percent
(In millions)	2004			2003			Change		Change			2004			2003			Change		Change
Tire Units		26.7			26.6			0.1		—	%		77.1			76.7			0.4		0.4	%
Sales	$	2,070.5		$	1,792.2		$	278.3		15.5		$	5,837.2		$	5,076.4		$	760.8		15.0
Segment Operating Income (Loss)		13.5			(36.6	)		50.1		136.9			16.2			(116.2	)		132.4		113.9
Segment Operating Margin		0.7	%		(2.0	)%							0.3	%		(2.3	)%

     North American Tire segment unit sales in the 2004 third quarter increased 0.1 million units from the 2003 period. Replacement unit volume increased 0.2 million units or 0.9% while OE volume decreased 0.1 million units or 2.2%. Unit sales in the nine months increased 0.4 million units or 0.4% from the 2003 period. Replacement unit volume increased 1.0 million units or 1.9%, while OE volume decreased 0.6 million units or 2.6%. For both periods, replacement unit volume increased due primarily to the improved performance of the Goodyear brand, while OE volume was lower due to a decrease in the vehicle build rate.

     Revenues increased approximately $278 million, or 15.5%, in the third quarter of 2004 from the 2003 period due primarily to the consolidation of T&WA in January 2004 in accordance with FIN 46. Consolidation of T&WA benefited 2004 sales by approximately $147 million. Favorable pricing and product mix of approximately $89 million, primarily in the consumer and commercial replacement and OE markets, positively impacted sales

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compared to 2003. Increased volumes of approximately $40 million, due largely to improved sales in the retail, retread, consumer and commercial replacement markets also favorably impacted sales in the 2004 third quarter.

     For the first nine months of 2004, revenues increased approximately $761 million, or 15.0%, from the 2003 period. Approximately $373 million of the increase was due to the consolidation of T&WA. Sales were also impacted by favorable pricing and product mix of approximately $241 million, primarily due to strong consumer replacement sales, and increased volume of approximately $145 million, mainly in the commercial OE and consumer replacement, retail and retread markets.

     North American Tire segment operating income in the third quarter of 2004 increased approximately $50 million or 136.9% compared to the 2003 quarter. Improved pricing and product mix of approximately $65 million, primarily in the consumer and commercial markets, higher volume of approximately $11 million, primarily due to strong sales in the retail, retread, consumer replacement and commercial OE markets and savings from rationalization programs of approximately $27 million favorably impacted third quarter 2004 operating income. Unfavorable impacts affecting third quarter operating income included increased raw material costs of approximately $23 million, higher conversion costs of approximately $8 million and increased advertising costs of approximately $7 million, due primarily to the Assurance line product launch. Additionally, the segment incurred increased general and product liability expense of approximately $5 million and increased wages and benefits costs of $4 million.

     North American Tire segment operating income in the first nine months of 2004 increased approximately $132 million, or 113.9%, from the 2003 period. Favorable impacts included improvements in pricing and product mix of approximately $139 million, primarily in the consumer replacement and commercial replacement markets, increased volume of approximately $38 million due to strong sales in the commercial OE, consumer replacement, retail and retread markets and savings from rationalization programs of approximately $62 million. Unfavorable impacts affecting nine months operating income included increased raw material costs of approximately $57 million and higher conversion costs of approximately $28 million, and increased advertising cost of $23 million. The consolidation of T&WA in 2004 also positively impacted the 2004 period by approximately $1 million.

     Segment operating income did not include in the first nine months rationalization charges totaling $4.5 million in 2004 and $59.2 million in 2003. Third quarter rationalization charges were $(1.2) million and $10.7 million in 2004 and 2003, respectively. Segment operating income in the third quarter and first nine months of 2004 did not include a loss on asset sales of $2.7 million and $1.2 million, respectively.

     The Company is implementing a turnaround strategy for the North American Tire segment as described in “Turnaround Strategy” under Liquidity and Capital Resources. Revenues and segment operating income in the North American Tire segment may be adversely affected in future periods by the effects of continued competitive pricing conditions, reduced demand in the replacement and OE markets, changes in product mix, continued increases in raw material and energy prices, higher wage and benefit costs and general economic conditions.

European Union Tire

	Three Months Ended												Nine Months Ended
	September 30,												September 30,
				Restated						Percent						Restated					Percent
(In millions)	2004			2003			Change			Change			2004			2003			Change		Change
Tire Units		15.8			16.0			(0.2	)		(1.1	)%		47.5			46.7			0.8		1.6	%
Sales	$	1,084.7		$	985.6		$	99.1			10.1		$	3,255.8		$	2,875.9		$	379.9		13.2
Segment Operating Income		69.9			49.3			20.6			41.8			195.1			112.5			82.6		73.4
Segment Operating Margin		6.4	%		5.0	%								6.0	%		3.9	%

European Union Tire segment unit sales in the 2004 third quarter decreased 0.2 million units or 1.1% from the 2003 period. Replacement sales decreased 0.5 million units or 3.8%, while OE volume increased 0.3 million units or 6.6%. Unit sales in the first nine months of 2004 increased 0.8 million units or 1.6% from the 2003 period. Replacement volume increased 0.6 million units or 1.8% due to a strong sell-in of winter tires while OE volume increased 0.2 million units or 1.2% due to a strong market.

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Revenues in 2004 increased approximately $99 million, or 10.1%, in the third quarter from the 2003 period due to positive currency translation of approximately $82 million, driven mainly by the strong Euro, and improved overall pricing and product mix of approximately $27 million. The 2004 period was unfavorably impacted by lower volume of approximately $11 million, largely due to lower replacement market sales.

     Revenues in the first nine months of 2004 increased approximately $380 million, or 13.2%, compared to 2003 due mainly to positive effects of currency translation, primarily the Euro, of approximately $277 million. Additionally, higher volume of approximately $53 million, largely in the replacement market, and improved pricing and product mix of approximately $50 million, due mostly to improved replacement sales, increased revenues in 2004.

     For the third quarter of 2004, segment operating income increased approximately $21 million, or 41.8%, compared to 2003 due to improved pricing and product mix of approximately $22 million and the favorable impact of currency translation of approximately $3 million. The negative effects of approximately $3 million of lower volume, rising raw material costs of approximately $8 million and higher conversion costs of approximately $5 million were partially offset by savings from rationalization actions of approximately $13 million.

     For the first nine months of 2004, segment operating income increased approximately $83 million, or 73.4%, compared to 2003 due to improved pricing and product mix of approximately $47 million, the benefit from higher production volume and productivity improvements of approximately $17 million, and savings from rationalization actions of approximately $33 million. Stronger volume of approximately $12 million, primarily in the replacement market, and the positive effect of currency translation of approximately $10 million also favorably impacted 2004 segment operating income. Higher SAG costs of approximately $19 million, related to higher selling expenses to support increased volumes and the sale of premium brand tires, and increased raw material costs of approximately $18 million negatively affected segment operating income in the first nine months of 2004 compared to 2003.

     Segment operating income in the first nine months of 2004 did not include net rationalization charges totaling $25.8 million and a gain on asset sales of $4.1 million, including $0.9 million rationalization charges and a $1.8 million gain on asset sales in the third quarter. Segment operating income in the first nine months of 2003 did not include net rationalization charges totaling $44.4 million and a gain on asset sales of $1.5 million (as restated) including $27.3 million of net rationalization charges and a gain on sale of assets of $0.4 million (as restated) in the third quarter.

     Revenues and segment operating income in the European Union Tire segment may be adversely affected in future periods by the effects of continued competitive pricing conditions, changes in mix, continued increases in raw material and energy prices, currency translation and general economic conditions.

Eastern Europe, Middle East and Africa Tire

	Three Months Ended											Nine Months Ended
	September 30,											September 30,
									Percent											Percent
(In millions)	2004			2003			Change		Change			2004			2003			Change		Change
Tire Units		5.2			4.8			0.4		8.4	%		14.4			13.5			0.9		6.7	%
Sales	$	344.6		$	283.2		$	61.4		21.7		$	928.4		$	779.2		$	149.2		19.1
Segment Operating Income		59.8			43.5			16.3		37.5			148.2			98.8			49.4		50.0
Segment Operating Margin		17.4	%		15.4	%							16.0	%		12.7	%

Eastern Europe, Middle East and Africa Tire (Eastern Europe Tire) segment unit sales in the 2004 third quarter increased 0.4 million units or 8.4% from the 2003 period. Replacement sales increased 0.2 million units or 6.0% and OE volume increased 0.2 million units or 22.9%. Unit sales in the first nine months of 2004 increased 0.9 million units or 6.7% from the 2003 period. Replacement volume increased 0.6 million units or 5.7% due to a strong sell-in of winter tires and market growth and OE volume increased 0.3 million units or 11.7% due to strong industry growth.

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     Revenues increased approximately $61 million, or 21.7%, in the 2004 third quarter compared to 2003 primarily due to improved pricing and product mix, largely due to increased sales of high performance tires, winter tires and truck tires and the positive impact of price increases, of approximately $25 million, the favorable impact of currency translation, primarily in South Africa, of approximately $22 million and higher volume in the replacement and OE markets of approximately $20 million. Unfavorable results in retail operations reduced revenues by approximately $5 million, due to the net effect of volume, price and product mix and currency translation.

     For the first nine months of 2004, revenues increased approximately $149 million, or 19.1%, compared to 2003 due to improved pricing and product mix of approximately $75 million, overall volume increase of approximately $37 million, mainly due to increased sales of high performance tires, winter tires and truck tires and the impact of price increases, and the positive impact of currency translation, primarily in South Africa, of approximately $70 million. Negative results in the retail business, as a result of the net impact of volume, price and product mix and currency translation, of approximately $32 million unfavorably affected 2004 revenues.

     Segment operating income in the 2004 third quarter increased approximately $16 million, or 37.5%, from the 2003 quarter. Segment operating income for the 2004 period was favorably impacted by improved pricing and product mix of approximately $18 million, related to strong sales of high performance and truck tires, and approximately $5 million related to higher volume, primarily due to increased sales in all countries except Poland and Morocco. Currency translation of approximately $4 million also had a positive impact on operating income. Higher SAG costs of approximately $2 million, conversion costs of approximately $2 million, and increases in raw material prices of approximately $6 million negatively impacted the 2004 period.

     Segment operating income in the first nine months of 2004 increased approximately $49 million, or 50.0%, from the 2003 period. Segment operating income for the 2004 period was favorably impacted by approximately $46 million due to price increases and the sale of high performance and truck tires, by approximately $15 million related to higher volume, largely in Turkey, Russia, South Africa and Central Eastern Europe and by approximately $8 million due to the favorable impact of currency translation. Increased raw material prices of $6 million and SAG costs of approximately $12 million, due primarily to increased advertising costs related to new product launches negatively impacted 2004 earnings.

     Revenues and segment operating income in the Eastern Europe Tire segment may be adversely affected in future periods by the effects of continued competitive pricing conditions, changes in mix, continued increases in raw material and energy prices, continued volatile economic conditions and currency translation.

Latin American Tire

	Three Months Ended											Nine Months Ended
	September 30,											September 30,
									Percent											Percent
(In millions)	2004			2003			Change		Change			2004			2003			Change		Change
Tire Units		4.9			4.7			0.2		5.1	%		14.5			13.8			0.7		5.8	%
Sales	$	315.7		$	262.1		$	53.6		20.5		$	909.7		$	752.1		$	157.6		21.0
Segment Operating Income		63.7			43.8			19.9		45.4			186.7			104.2			82.5		79.2
Segment Operating Margin		20.2	%		16.7	%							20.5	%		13.9	%

Latin American Tire segment unit sales in the 2004 third quarter increased 0.2 million units or 5.1% from the 2003 period. Replacement sales were relatively flat, while OE volume increased 0.2 million units or 19.9%. Unit sales in the first nine months of 2004 increased 0.7 million units or 5.8% from the 2003 period. Replacement volume increased 0.7 million units or 7.4% due to improved commercial and consumer demand, while OE volume was relatively flat.

     Revenues in the 2004 third quarter increased approximately $54 million, or 20.5%, from the 2003 period. Net sales increased in 2004 due to price increases and improved product mix, primarily in the replacement market, of approximately $36 million. Higher volume, largely in the OE markets, of approximately $16 million and approximately $2 million of non-tire business partially offset the unfavorable impact of currency translation, mainly in Venezuela, of approximately $5 million compared to the 2003 third quarter.

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     For the first nine months of 2004, revenues increased approximately $158 million, or 21.0%, compared to 2003 primarily due to both price increases and improved product mix in the replacement market of approximately $98 million. Additionally, increased volume of approximately $49 million and the positive effects of currency translation in Brazil and Chile of approximately $4 million benefited 2004 revenues.

     Segment operating income in the 2004 third quarter increased approximately $20 million, or 45.4%, from the 2003 period. Segment operating income was favorably impacted by approximately $30 million related to improvements in pricing levels and product mix. The benefit from higher volume of approximately $2 million, largely in the OE market, and the savings from rationalization actions of approximately $1 million partially offset negative effects of rising raw material costs of approximately $9 million and productivity declines of approximately $3 million.

     Segment operating income in the first nine months of 2004 increased approximately $83 million, or 79.2%, from the 2003 period due primarily to approximately $87 million related to price increases and improved product mix in the replacement markets. Volume increases of approximately $11 million, savings from rationalization programs of approximately $5 million and lower conversion costs of approximately $1 million also favorably impacted 2004 segment operating income. Partially offsetting these positive effects were rising raw material costs of approximately $19 million and higher SAG costs of approximately $7 million, related in part to higher advertising costs.

     Segment operating income did not include in the first nine months rationalization charges totaling $2.4 million in 2004 and $5.5 million in 2003. Third quarter rationalization charges were $0.6 million in 2004.

     Revenues and segment operating income in the Latin American Tire segment may be adversely affected in future periods by the effects of continued competitive pricing conditions, changes in mix, continued increases in raw material and energy prices, continued volatile economic and government conditions, future adverse economic conditions in the region and currency translation.

Asia/Pacific Tire

	Three Months Ended											Nine Months Ended
	September 30,											September 30,
									Percent											Percent
(In millions)	2004			2003			Change		Change			2004			2003			Change		Change
Tire Units		4.8			3.2			1.6		49.6	%		14.6			10.0			4.6		46.0	%
Sales	$	319.4		$	140.1		$	179.3		128.0		$	969.0		$	429.9		$	539.1		125.4
Segment Operating Income		18.7			10.3			8.4		81.6			45.7			36.2			9.5		26.2
Segment Operating Margin		5.9	%		7.4	%							4.7	%		8.4	%

Asia/Pacific Tire segment unit sales in the 2004 third quarter increased 1.6 million or 49.6% from the 2003 period. Replacement unit sales increased 1.4 million or 64.2% and OE volume increased 0.2 million units or 19.7%. Tire units increased by approximately 1.6 million units due to the consolidation of South Pacific Tyres (SPT) in accordance with FIN 46. Unit sales in the first nine months of 2004 increased 4.6 million units or 46.0% from the 2003 period. Replacement sales increased 4.1 million units or 61.0%, while OE volume increased 0.5 million units or 15.7%. During 2004, tire units increased by approximately 4.7 million units due to the consolidation of SPT.

     Revenues in the 2004 third quarter increased approximately $179 million, or 128.0%, compared to the 2003 period due primarily to the consolidation of SPT which benefited 2004 sales by approximately $168 million. Also benefiting 2004 sales was improved pricing and product mix of approximately $11 million.

     For the first nine months of 2004, revenues increased approximately $539 million, or 125.4%, compared to the 2003 period primarily due to the consolidation of SPT which benefited 2004 sales by approximately $523 million. Additionally, price increases and improved product mix increased revenues by approximately $19 million.

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     Segment operating income in the third quarter increased approximately $8 million, or 81.6%, compared to the 2003 period due to improved pricing and product mix of approximately $10 million and lower conversion costs of approximately $2 million offsetting higher raw material costs of approximately $9 million. The consolidation of SPT increased 2004 segment operating income by approximately $5 million; however, reduced segment operating margin to 5.9% in 2004 from 7.4% in 2003.

     For the first nine months of 2004, segment operating income increased approximately $10 million, or 26.2%, compared to the 2003 period due to price increases and improved product mix of approximately $21 million and lower conversion costs of approximately $4 million. Increases in raw material costs of approximately $15 million, higher SAG expenses of approximately $4 million and volume declines of approximately $2 million negatively impacted segment operating income in 2004. The consolidation of SPT increased 2004 segment operating income by approximately $5 million; however, reduced segment operating margin to 4.7% in 2004 from 8.4% in 2003.

     Segment operating income in the first nine months of 2003 did not include a gain on sale of assets of $2.1 million.

     Revenues and segment operating income in the Asia/Pacific Tire segment may be adversely affected in future periods by the effects of continued competitive pricing conditions, changes in mix, continued increases in raw material and energy costs, currency translation and future adverse economic conditions.

Engineered Products

	Three Months Ended											Nine Months Ended
	September 30,											September 30,
				Restated					Percent						Restated					Percent
(In millions)	2004			2003			Change		Change			2004			2003			Change		Change
Sales	$	377.2		$	299.9		$	77.3		25.8	%	$	1,090.0		$	890.8		$	199.2		22.4	%
Segment Operating Income		34.1			13.7			20.4		148.9			88.6			25.3			63.3		250.2
Segment Operating Margin		9.0	%		4.6	%							8.1	%		2.8	%

Engineered Products revenues increased approximately $77 million, or 25.8%, in the third quarter of 2004 from the 2003 period due largely to improved volume of approximately $56 million and favorable product mix of approximately $16 million, both as a result of strong military and industrial, OE and replacement sales. The favorable effect of currency translation of approximately $5 million, mainly in Canada, Brazil, Australia and Europe, also benefited the 2004 revenues.

     Revenues increased approximately $199 million, or 22.4%, in the first nine months of 2004 from the 2003 period, due largely to increases in volume of approximately $144 million due mainly to improved military and OE sales. Favorable product mix of approximately $28 million, largely as a result of strong sales of military and OE and currency translation of approximately $27 million, mainly in Canada, South Africa, Australia and Europe also favorably impacted 2004 revenues.

     Segment operating income increased approximately $20 million, or 148.9%, in the third quarter of 2004 compared to the 2003 period due primarily to increased volume of approximately $25 million, due mainly to the military and industrial businesses. Additionally, 2004 segment operating income was favorably impacted by savings from rationalization actions of approximately $7 million and price increases and improved product mix of approximately $1 million. The 2004 quarter was unfavorably impacted by approximately $3 million in higher conversion costs, approximately $1 million of higher freight costs and approximately $8 million of higher SAG costs to support increased sales levels. Also negatively impacting the 2004 third quarter were increased raw material costs of approximately $1 million.

     For the first nine months of 2004, segment operating income increased approximately $63 million, or 250.2%, in 2004 compared to the 2003 period due primarily to a $57 million increase in volume, mainly due to military and industrial sales. Savings from rationalization actions of approximately $18 million also contributed to the increase. The 2003 first quarter included approximately $19 million of charges related to account reconciliation adjustments made

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in connection with the restatement. It was not possible to allocate the amount of this adjustment to applicable periods and accordingly, Goodyear recorded substantially all of this adjustment in the first quarter of 2003. Increased conversion costs of approximately $8 million, higher SAG costs to support increased sales levels of approximately $11 million, increased freight costs of approximately $5 million and facility start-up costs of approximately $2 million unfavorably impacted 2004 segment operating income.

     Segment operating income in the first nine months of 2004 did not include gains on sales of assets of $1.3 million or rationalization charges totaling $22.8 million, including $22.6 million in the third quarter. Segment operating income in the first nine months of 2003 did not include a third quarter loss on sale of assets of $6.3 million or rationalization charges of $20.5 million, including third quarter charges of $17.3 million.

     Revenues and segment operating income in the Engineered Products segment may be adversely affected in future periods by competitive pricing pressures, lower aggregate demand levels for its products and continued increases in raw material and energy prices.

Chemical Products

	Three Months Ended											Nine Months Ended
	September 30,											September 30,
									Percent											Percent
(In millions)	2004			2003			Change		Change			2004			2003			Change		Change
Sales	$	395.8		$	306.7		$	89.1		29.1	%	$	1,130.8		$	909.8		$	221.0		24.3	%
Segment Operating Income		45.4			27.4			18.0		65.7			130.5			79.4			51.1		64.4
Segment Operating Margin		11.5	%		8.9	%							11.5	%		8.7	%

     Chemical Products revenues increased approximately $89 million, or 29.1%, in the 2004 third quarter compared to the 2003 period. Approximately 65% of the total pounds of synthetic materials sold by the Chemical Products segment in 2004 were to Goodyear’s other segments. Higher volume of approximately $20 million and higher net selling prices resulting from the pass through of increased raw material and energy costs of approximately $45 million also favorably impacted 2004 revenues. Natural rubber plantations, a rubber processing facility and natural rubber purchasing operations are included in the Chemical Products segment. Revenues in the third quarter of 2004 benefited from increased volume from the natural rubber operations of approximately $22 million.

     Revenues in the first nine months of 2004 increased approximately $221 million, or 24.3%, from the 2003 period due to higher volume of approximately $68 million, increased net selling prices of approximately $79 million resulting from the pass through of rising raw material and energy costs and by approximately $8 million due to the positive impact of currency translation. Additionally, natural rubber operations contributed approximately $66 million to revenue increases in the first nine months of 2004.

     Segment operating income in the 2004 third quarter increased approximately $18 million, or 65.7%, from the 2003 period primarily due to improved pricing and product mix of approximately $24 million, improved conversion costs of approximately $10 million, higher volume of approximately $4 million and by approximately $2 million due to the positive impact of currency translation. Additionally, natural rubber operations contributed approximately $2 million of the improvement through pricing and volume. The increases were partially offset by approximately $25 million of raw material price increases mainly attributable to two raw materials, butadiene ($11 million) and styrene ($5 million) which are derived from oil-based feedstock.

     For the first nine months of 2004, segment operating income increased approximately $51 million, or 64.4%, from the 2003 period. Higher net selling prices of approximately $34 million, higher volume of approximately $12 million, improved conversion costs of approximately $14 million and favorable currency translation of approximately $8 million favorably impacted segment operating income in 2004. The natural rubber operations contributed approximately $9 million of the improvement through pricing and volume. Partially offsetting these positive effects were rising raw material costs of approximately $28 million.

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     Although the Company had previously announced its intention to explore the possible sale of the Chemical business, on July 21, 2004, the Company announced its intention to retain this business. The Company, however, is exploring the possible sale of certain assets of the segment.

     Revenues and segment operating income in the Chemical Products segment may be adversely affected in future periods by competitive pricing pressures, lower aggregate demand levels for its products and continued increases in raw material and energy prices. Segment operating income in the first nine months and third quarter of 2004 did not include rationalization charges totaling $4.9 million.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2004, the Company had $1.60 billion in cash and cash equivalents as well as $830.1 million of unused availability under its various credit agreements, compared to $1.54 billion and $335.0 million at December 31, 2003, and $1.03 billion and $529.7 million at September 30, 2003.

     The Company’s ability to service its debt depends in part on the results of operations of its subsidiaries and upon the ability of its subsidiaries to make distributions of cash to the Company, whether in the form of dividends, loans or otherwise. In recent years, the Company’s foreign subsidiaries have been a significant source of cash flow for the Company. In certain countries where the Company operates, transfers of funds into or out of such countries are generally or periodically subject to various restrictive governmental regulations and there may be adverse tax consequences to such transfers. In addition, certain of the Company’s credit agreements and other debt instruments restrict the ability of foreign subsidiaries to make distributions of cash to the Company.

OPERATING ACTIVITIES

Net cash flow from operating activities was $42.3 million during the first nine months of 2004, as reported on the Company’s Consolidated Statement of Cash Flows, consisting primarily of net loss of $12.3 million, adjusted for non-cash items, including depreciation and amortization, and rationalization charges of $459.5 million and $32.0 million respectively, as well as the following operating sources and uses of cash:

     Operating uses of cash included an increase in accounts receivable of $898.8 million. Accounts receivable increased reflecting seasonal growth, as well as higher sales, the impact of consolidating SPT and T&WA under the provisions of FIN 46 in 2004 compared to the 2003 period.

     Operating sources of cash included an increase in liability for compensation and benefits of $367.3 million, excluding $119.4 million of pension contributions, net other assets and liabilities of $70.0 million and United States and foreign current taxes payable of $75.1 million. The increase in the liability for compensation and benefits is largely attributed to increases in the pension and post retirement medical benefits liabilities, as well as the consolidation of SPT and T&WA. The source of cash from changes in net other liabilities is primarily attributed to increases in general & product liability — discontinued products reserves and net deferred tax liabilities. The increase in United States and foreign current taxes payable is attributed to an increase in value added taxes and in foreign current taxes payable due to the improving performance of our foreign businesses.

INVESTING ACTIVITIES

Net cash used in investing activities was $290.3 million during the first nine months of 2004. Capital expenditures were $278.3 million, and were primarily for plant modernizations and new tire molds. Capital expenditures are expected to approximate $488 million in 2004.

	Three Months Ended September 30,				Nine Months Ended September 30,
			Restated				Restated
(In millions)	2004		2003		2004		2003
Capital Expenditures	$	113.4	$	82.9	$	278.3	$	266.3
Depreciation and Amortization		150.8		158.2		459.5		461.0

FINANCING ACTIVITIES

Net cash provided by financing activities was $324.0 million during the first nine months of 2004.

     Consolidated Debt and the Debt to Debt and Equity Ratio for the periods indicated:

				Restated			Restated
(In millions)	September 30, 2004			December 31, 2003			September 30, 2003
Consolidated Debt	$	5,603.8		$	5,077.0		$	4,943.5
Debt to Debt and Equity		100.7	%		100.4	%		98.2	%

- 46 -

Credit Sources

In aggregate, the Company had committed and uncommitted credit facilities of $6.93 billion available at September 30, 2004, of which $830.1 million were unused, compared to $5.90 billion available at December 31, 2003, of which $335.0 million were unused and $5.90 billion available at September 30, 2003 of which $529.7 million were unused.

$350 Million Convertible Note Offering

On July 2, 2004, the Company completed an offering of $350 million aggregate principal amount of 4.00% convertible senior notes due June 15, 2034. The notes are convertible into shares of the Company’s common stock initially at a conversion rate of 83.07 shares of common stock per $1,000 principal amount of notes, which is equal to an initial conversion price of $12.04 per share. The proceeds of notes were used to temporarily repay a revolving credit facility and for working capital purposes.

$650 Million Senior Secured Notes

On March 12, 2004, the Company completed a private offering of $650 million in senior secured notes, consisting of $450 million of 11% senior secured notes due 2011 and $200 million of floating rate notes at LIBOR plus 8% due 2011. The proceeds of the notes were used to prepay the remaining outstanding amount under the Company’s U.S. term facility, to permanently reduce its commitment under the U.S. revolving credit facility by $70 million, and for general corporate purposes.

U.S. Deposit-Funded Credit Facility

On August 18, 2004, Goodyear refinanced its then existing $680 million U.S. revolving credit facility with a U.S. deposit-funded credit facility, which is a synthetic revolving credit and letter of credit facility, pursuant to which the lenders deposited the entire $680 million of the facility in an account held by the administrative agent, and those funds are used to support letters of credit or borrowings on a revolving basis, in each case subject to customary conditions. The lenders under the new facility will receive annual compensation on the amount of the facility equivalent to 450 basis points over LIBOR. The full amount of the facility is available for the issuance of letters of credit or for revolving loans. The $500.7 million of letters of credit that were outstanding under the U.S. revolving credit facility as of June 30, 2004, were transferred to the deposit-funded credit facility. As of September 30, 2004, there were no borrowings under the facility and $500.5 million of letters of credit issued under the facility. The facility matures on September 30, 2007.

     Goodyear’s obligations under the deposit-funded credit facility are guaranteed by most of its wholly-owned U.S. subsidiaries and by its direct Canadian subsidiary, Goodyear Canada Inc. Goodyear’s obligations under this facility and its subsidiaries’ obligations under the related guarantees are secured by collateral that includes:

• subject to certain exceptions, perfected first-priority security interests in the equity interests in its U.S. subsidiaries and 65% of the equity interests in our non-European foreign subsidiaries;

• a perfected second-priority security interest in 65% of the capital stock of Goodyear Finance Holding S.A.;

• perfected first-priority security interests in and mortgages on its U.S. corporate headquarters and certain of its U.S. manufacturing facilities;

• perfected third-priority security interests in all accounts receivable, inventory, cash and cash accounts pledged as security under the Company’s asset-backed facilities; and

• perfected first-priority security interests in substantially all other tangible and intangible assets, including equipment, contract rights and intellectual property.

     The bond agreement for Goodyear’s Swiss Franc bonds limits the Company’s ability to use its U.S. tire and automotive parts manufacturing facilities as collateral for secured debt without triggering a requirement that holders of the Swiss Franc bonds be secured on an equal and ratable basis. The manufacturing facilities indicated above were pledged to ratably secure Goodyear’s Swiss Franc bonds to the extent required by the bond agreement. However, the aggregate amount of debt secured by these manufacturing facilities is limited to 15% of Goodyear’s positive consolidated shareholders’ equity, in order that the security interests granted to the lenders under the U.S. senior secured funded credit facility not be required to be shared with the holders of debt outstanding under the Company’s other existing unsecured bond indentures.

     The deposit-funded credit facility contains certain covenants that, among other things, limit Goodyear’s ability to incur additional unsecured and secured indebtedness (including a limit, subject to certain exceptions, of 275 million Euros in accounts receivable transactions), make investments and sell assets beyond specified limits. The facility prohibits Goodyear from paying dividends on its common stock. Goodyear must also maintain a minimum consolidated net worth (as such term is defined in the deposit-funded credit facility) of at least $2.0 billion

- 47 -

for quarters ending in 2004 and 2005 and the first quarter of 2006 and $1.75 billion for the last three quarters of 2006 and the first three quarters of 2007. Goodyear is not permitted to allow the ratio of Consolidated EBITDA to consolidated interest expense to fall below a ratio of 2.00 to 1.00 for any period of four consecutive fiscal quarters. In addition, Goodyear’s ratio of consolidated senior secured indebtedness to Consolidated EBITDA is not permitted to be greater than 4.00 to 1.00 at any time.

$645 Million Senior Secured U.S. Term Facility

As of March 12, 2004, all outstanding amounts under the facility were prepaid and the facility was retired. At December 31, 2003, the balance due on the U.S. term facility was $583.3 million due to a partial pay down of the balance during the second quarter of 2003.

$680 Million Senior Secured U.S. Revolving Credit Facility

As of August 18, 2004, all outstanding amounts under the facility were prepaid and the facility was retired. In addition, $500.7 million of letters of credit issued under the facility were transferred to the Company’s $680 million senior secured deposit funded credit facility.

$650 Million Senior Secured European Facilities

GDTE is party to a $250 million senior secured revolving credit facility and a $400 million senior secured term loan facility. As of September 30, 2004, December 31, 2003 and September 30, 2003, each of these facilities were fully drawn.

$1.95 Billion Senior Secured Asset-Backed Credit Facilities

In April 2003, the Company entered into senior secured asset-backed credit facilities in an aggregate principal amount of $1.30 billion, consisting of a $500 million revolving credit facility and an $800 million term loan facility. As of September 30, 2004, there were no borrowings and $800 million drawn against the revolving credit and term loan asset-backed facilities, respectively, compared to $389 million and $800 million at December 31, 2003. On September 30, 2003, there were borrowings of $357 million and $800 million under the revolving credit and term loan asset-backed facilities, respectively. On February 20, 2004, the Company added a $650 million term loan tranche to the existing $1.30 billion facility, which was fully drawn as of September 30, 2004. The $650 million tranche was used partially to prepay its U.S. term loan facility, to repay other indebtedness of the Company, and for general corporate purposes.

Registration Obligations

The Company has entered into two registration rights agreements in connection with its private placements of $350 million of convertible notes in July 2004 and $650 million of senior secured notes in March 2004. With respect to the convertible notes, the registration rights agreement requires the Company to pay additional interest (at a rate of 0.25% per year for the first 90 days and 0.50% per year thereafter) to investors if the Company does not file a registration statement to register the convertible notes by November 7, 2004 or if such registration statement is not declared effective by the SEC by December 31, 2004. The Company did not file a registration statement for the convertible notes by November 7, 2004, and as a result, anticipates that it will pay additional interest until such time as a registration statement is filed. With respect to the senior secured notes, the registration rights agreement requires the Company to pay additional interest (1.0% per year for the first 90 days, increasing in increments of 0.25% every 90 days thereafter, to a maximum of 2.00% per year) to investors if a registered exchange offer for the notes is not completed by December 7, 2004. The Company does not expect to complete the exchange offer by December 7, 2004, and as a result, anticipates that it will pay additional interest until an exchange offer for the secured notes is completed. If the rate of additional interest payable reaches 2.00% per year then the interest rate for the secured notes will be permanently increased by 0.25% per annum after the exchange offer is completed.

Consolidated EBITDA

Under its primary credit facilities, Goodyear is not permitted to allow the ratio of consolidated EBITDA to consolidated interest expense to fall below 2.00 to 1.00 (as such terms are defined in each of the restructured credit

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facilities) for any period of four consecutive fiscal quarters. In addition, Goodyear’s ratio of consolidated senior secured indebtedness to consolidated EBITDA (as such terms are defined in each of the restructured credit facilities) is not permitted to be greater than 4.00 to 1.00 at any time.

     Consolidated EBITDA is a non-GAAP financial measure that is presented not as a measure of operating results, but rather as a measure of the Company’s ability to service debt. It should not be construed as an alternative to either (i) income from operations or (ii) cash flows from operating activities. The Company’s failure to comply with the financial covenants in the restructured credit facilities could have a material adverse effect on Goodyear’s liquidity and operations. Accordingly, management believes that the presentation of consolidated EBITDA will provide investors with information needed to assess the Company’s ability to continue to comply with these covenants.

     The following table presents the calculation of EBITDA and Consolidated EBITDA for the three and nine month periods ended September 30, 2004 and 2003. Other companies may calculate similarly titled measures differently than Goodyear does. Certain line items are presented as defined in the restructured credit facilities, and do not reflect amounts as presented in the Consolidated Statement of Income.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
				Restated						Restated
(In millions)	2004			2003			2004			2003
Net Income/(Loss)	$	36.5		$	(119.4	)	$	(12.3	)	$	(372.3	)
Consolidated Interest Expense		98.3			84.5			275.5			235.9
Income Tax		28.9			1.3			145.1			46.5
Depreciation and Amortization Expense		150.8			158.3			459.5			461.4
EBITDA	$	314.5		$	124.7		$	867.8		$	371.5
Credit Agreement Adjustments:
Other (Income) and Expense		25.3			80.3			91.6			189.7
Foreign Currency Exchange		10.5			10.8			14.2			29.8
Equity in (Earnings) Losses of Affiliates		(2.1	)		—			(5.8	)		3.9
Minority Interest in Net Income of Subsidiaries		18.3			8.7			44.4			32.0
Non-Cash, Non-Recurring Items		—			—			—			—
Rationalizations		28.8			54.3			62.6			130.4
Less Excess Cash Rationalization Charges		—			(8.9	)		—			(12.9	)
Consolidated EBITDA	$	395.3		$	269.9		$	1,074.8		$	744.4

The Company is subject to additional financial covenants in its primary credit facilities as described in its 2003 Form 10-K. As of September 30, 2004, the Company was in compliance with each of the financial covenants.

Capital Expenditures

The capital expenditure limit in the Company’s U.S. credit facilities for 2004 is approximately $1.1 billion as a result of capital market transactions completed during the first nine months of 2004 and unused capital expenditures carried over from 2003. During the first nine months of 2004, capital expenditures totaled approximately $278 million. Capital expenditures are expected to approximate $488 million in 2004.

Foreign Credit Facilities

As of September 30, 2004, Goodyear had short-term committed and uncommitted bank credit arrangements totaling $317.7 million, of which $132.4 million were unused, compared to $347.0 million and $209.4 million at December 31, 2003. In addition, as of September 30, 2004, Goodyear had availability under long-term committed credit facilities of $63.1 million. Of this amount, $5.1 million is related to the consolidation of VIEs.

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Non-Domestic Accounts Receivable Securitization Facilities

As of September 30, 2004, international subsidiaries of Goodyear had $127.9 million of borrowings under non-domestic accounts receivable securitization facilities compared to $122.8 million and $152.0 million at December 31, 2003 and September 30, 2003, respectively. As of September 30, 2004, the amount outstanding and fully utilized under the program maintained by GDTE totaled $102.1 million. The Company is currently working to refinance this facility and the commitment period has been extended. If the Company is unable to replace this facility, the Company would pursue other short-term financing alternatives.

Credit Ratings

On May 25, 2004, Standard & Poor’s lowered the Company’s Corporate Rating from BB- to B+ and removed the Company from CreditWatch with a stable outlook. Standard & Poor’s also maintained its B+ rating on the Company’s U.S. revolving credit facility and reduced the ratings on its other facilities as follows: European facilities from BB- to B+; Senior Secured Asset-Backed facilities from BB+ to BB; recent $650 million Asset-Backed tranche from B+ to B; and senior unsecured debt rating from B to B-.

     As a result of these ratings and other related events, the Company believes that its access to capital markets may be limited. In addition, financing and related expenses under some existing arrangements have increased as a result of the Company’s ratings.

     A rating reflects only the view of a rating agency, and is not a recommendation to buy, sell or hold securities. Any rating can be revised upward or downward at any time by a rating agency if such rating agency decides that circumstances warrant such a change.

Turnaround Strategy

The Company is currently implementing a turnaround strategy for the North American Tire segment that will require the Company to 1) stabilize margins and market shares, 2) simplify the sales and supply chain process, 3) execute key cost-cutting strategies, 4) implement brand and distribution strategies and 5) grow the business through new product introductions and new sales channels. The ability of the Company to successfully implement its cost-cutting strategy is also dependent upon its ability to realize anticipated savings and operational benefits from its master contract with the USWA ratified in 2003. Based in part on success in implementing the turnaround strategy, North American Tire had stronger operating results in the first nine months and third quarter of 2004 than in comparable periods of 2003. However, additional progress in implementing the turnaround strategy is needed to achieve a satisfactory level of profitability in the North American Tire business segment. If the goals of the turnaround strategy are not met, the Company will not be able to achieve or sustain future profitability which would impair its ability to meet its debt service obligations and otherwise negatively affect its operations. There is no assurance that the Company will successfully implement this turnaround strategy. In particular, this strategy and the Company’s liquidity could be affected adversely by trends that affected the North American Tire segment negatively in 2003 and prior years, including industry overcapacity which limits pricing leverage, weakness in the replacement tire market, increased competition from low cost manufacturers and a related decline in Goodyear’s market share, weak U.S. economic conditions, and increases in medical and pension costs. In addition, the turnaround strategy has been, and may continue to be, impacted negatively by higher raw materials and energy prices. During the first nine months of 2004, the market price of natural rubber, one of our most important raw materials, increased approximately 20% versus the same period in the prior year. In addition, the market price of oil, an important feedstock for several other raw materials, increased 25% versus the same period in the prior year. Based on a combination of the Company’s inventory turns and raw material shipment lead times, market price fluctuations in raw materials typically impact the Company’s CGS three to six months subsequent to the raw material purchase date. Furthermore, market conditions may prevent us from passing these increases on to our customers through timely price increases. Goodyear has retained The Blackstone Group L.P. and Bain & Company to provide consulting advice on the turnaround strategy and other possible strategic initiatives to maximize shareholder value.

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Future Liquidity Requirements

As of September 30, 2004, the Company had $1.60 billion in cash and cash equivalents, of which $796.1 million was held in the United States and $261.4 million was in accounts of GDTE. The remaining amounts were held in the Company’s other non-U.S. operations. The Company’s ability to move cash and cash equivalents among its various operating locations is subject to the operating needs of the operating locations as well as restrictions imposed by local laws and applicable credit facility agreements. As of September 30, 2004, approximately $195.5 million of cash was held in locations where significant tax or legal impediments would make it difficult or costly to execute monetary transfers. Based upon the Company’s projected operating results, the Company expects that cash flow from operations together with available borrowing under its restructured credit facilities and other sources of liquidity will be adequate to meet the Company’s anticipated cash and cash equivalent requirements including working capital, debt service, minimum pension funding requirements and capital expenditures through September 30, 2005.

     At September 30, 2004, the Company also had $830.1 million of unused availability under its various credit agreements.

     The Company’s liquidity may be materially adversely affected by a significant amount of debt maturing in 2005 and 2006 and substantial required contributions to be made to its defined benefit pension plans in 2004, 2005 and beyond. The aggregate amount of long-term debt maturing in calendar years 2005 and 2006 is approximately $1.22 billion and $1.90 billion, respectively. Included in these amounts is $650.0 million related to our primary European credit facilities maturing in 2005 and $1.45 billion related to our asset-backed facilities maturing in 2006. These facilities will have to be refinanced in the capital markets if they are not renewed by the existing lenders. Because of our debt ratings, operating performance over the past few years and other factors, access to such markets cannot be assured. The Company’s ongoing ability to access the capital markets is highly dependent on the degree of success it has implementing its North American Tire turnaround strategy. In addition to facilitating access to the capital markets, successful implementation of the turnaround strategy is also crucial to ensuring that the Company has sufficient cash flow from operations to meet its obligations. There is no assurance that the Company will have a sufficient degree of success implementing its turnaround strategy to maintain access to capital markets and meet liquidity requirements. Failure to complete the turnaround strategy successfully could have a material adverse effect on the Company’s financial position, results of operations and liquidity.

     In addition to the commitments summarized above, Goodyear is required to make contributions to its domestic defined benefit pension plans. These contributions are required under the minimum funding requirements of the Employee Retirement Income Security Act (“ERISA”). Although subject to change, Goodyear expects to be required by ERISA to make contributions to its domestic pension plans of approximately $160 million in 2004 and approximately $425 million to $450 million in 2005. The expected contributions are based upon participant data as of January 1, 2004, and assume a stable population in future years. In calculating these estimates, the Company relied on a number of assumptions, including (i) an ERISA liability interest rate of 6.53% and 6.11% for 2004 and 2005, respectively, (ii) plan asset returns of 3.8% in 2004 and (iii) the effect of legislation signed into law in 2004 providing for changes to ERISA funding requirements. Funding estimates for 2005 had assumed an ERISA liability interest rate of 6.78% for 2005, and 2004 asset returns of 8.5%. The new estimates are based upon bond rates and asset returns as of September 30, 2004. For the three and nine month periods ended September 30, 2004, the Company contributed $60.6 million and $73.9 million, respectively, to its domestic plans. The estimates of the contributions required in 2004 and 2005 reflect legislation passed by Congress in 2004 providing for changes to ERISA funding requirements permitting the deferral of certain contributions that would otherwise have been required in 2004 and 2005 to subsequent periods. Goodyear will be subject to additional statutory minimum funding requirements after 2005. Due to uncertainties regarding significant assumptions involved in estimating future required contributions to its defined benefit pension plans, such as interest rate levels, the amount and timing of asset returns, whether the Company makes contributions in excess of those required, and what, if any, changes may occur in legislation, Goodyear is not able to reasonably estimate its future required contributions beyond 2005. Nevertheless, Goodyear expects that the amount of contributions required in years beyond 2005 will be substantial. In particular, the funding relief provided under current law expires at the end of 2005. As a result, if funding relief is not extended or renewed, Goodyear expects that its minimum funding obligations in 2006 would be substantially greater than in 2005. In 2004, in addition to required domestic plan contributions, Goodyear expects to contribute approximately $60 million to its funded pension plans. For the three and nine month periods ended September 30, 2004, the Company contributed $15.0 million and $45.5 million, respectively, to foreign plans.

     Goodyear's postretirement benefit plans will require amounts to cover benefit payments in the future. Benefit payments are expected to be approximately $285 million in 2004, $300 million in 2005 and $300 million in 2006. These estimates are based upon the plan provisions currently in effect. Ultimate payments are expected to be $3.1 billion as calculated on December 31, 2003. The majority of these payments would be made more than five years hence.

     Although the Company is highly leveraged, it may become necessary for it to incur additional debt to ensure that it has adequate liquidity. A substantial portion of the Company’s assets is already subject to liens securing its indebtedness. The Company is limited in its ability to pledge its remaining assets as security for additional secured indebtedness. In addition, unless the Company’s financial performance improves, its ability to raise unsecured debt may be significantly limited.

     The Company’s master contract with the USWA committed the Company to consummate the issuance or placement of at least $250 million of debt securities and at least $75 million of equity or equity-linked securities by December 31, 2003 or the USWA would have the right to file a grievance and strike. On March 12, 2004, the

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Company completed a private offering of $650 million in senior secured notes due 2011, consisting of $450 million of 11% senior secured notes and $200 million of floating rate notes at LIBOR plus 8%. On July 2, 2004, the Company completed a private offering of $350 million in 4% convertible senior notes due 2034 (an equity-linked security). Under the master contract the Company also committed to launch, by December 1, 2004, a refinancing of its U.S. term loan and revolving credit facilities due in April 2005, with loans or securities having a term of at least three years. The Company completed the refinancing of the U.S. term loan in March 2004 and refinanced the U.S. revolving credit facility in August 2004. In the event of a strike by the USWA, the Company’s financial position, results of operations and liquidity could be materially adversely affected.

     The Company is subject to various legal proceedings, including those described in note 7, Commitments and Contingent Liabilities. In the event the Company wishes to appeal any future adverse judgment in any proceeding, it would be required to post an appeal bond with the relevant court. If the Company does not have sufficient availability under its U.S. funded credit facility to issue a letter of credit to support an appeal bond, it may be required to pay down borrowings under the facility in order to increase the amount available for issuing letters of credit or deposit cash collateral in order to stay the enforcement of the judgment pending an appeal. A significant deposit of cash collateral may have a material adverse effect on the Company’s liquidity.

     A substantial portion of Goodyear's borrowings is at variable rates of interest and exposes the Company to interest rates risk. If interest rates rise, the Company's debt service obligations would increase. An unanticipated significant rise in interest rates could have a material adverse effect on the Company's liquidity in future periods.

COMMITMENTS & CONTINGENCIES

The following table presents, at September 30, 2004, Goodyear’s obligations and commitments to make future payments under contracts and contingent commitments.

(In millions)	Payment Due by Period as of September 30, 2004
																After 5
Contractual Obligations	Total		1 Year		2 Years		3 Years			4 Years			5 Years			Years
Long Term Debt (1)	$	5,548.4	$	1,387.0	$	1,626.7	$	590.5		$	100.6		$	1.4		$	1,842.2
Capital Lease Obligations (2)		82.1		10.1		8.8		7.9			7.8			7.1			40.4
Interest Payments (3)		1,816.3		354.3		247.1		170.3			150.5			147.2			746.9
Operating Leases (4)		1,502.9		307.6		257.3		199.0			145.3			108.2			485.5
Pension Benefits (5)		657.5		220.0		437.5		(5	)		(5	)		(5	)		(5	)
Other Post Retirement Benefits (6)		3,080.0		285.0		300.0		300.0			270.0			260.0			1,665.0
Workers’ Compensation (7)		250.0		50.0		40.0		35.0			30.0			25.0			70.0
Binding Commitments (8)		563.9		531.6		14.3		2.7			2.2			2.1			11.0
Total Contractual Cash Obligations	$	13,501.1	$	3,145.6	$	2,931.7	$	1,305.4		$	706.4		$	551.0		$	4,861.0

(1)	Long-term debt payments include notes payable and reflect long-term debt maturities as of September 30, 2004. In connection with the Company’s financing activities in the first quarter of 2004, our long-term debt commitments in 2005 and 2006 were reduced by $665 million and $64 million, respectively.
(2)	The present value of capital lease obligations is $55.4 million.
(3)	These amounts represent estimated future interest payments related to our existing debt obligations based on fixed and variable interest rates specified in the associated debt agreements. Payments related to variable debt are based on the six-month LIBOR rate at September 30, 2004 plus the specified margin in the associated debt agreements for each period presented. The amounts provided relate only to existing debt obligations and do not assume the refinancing or replacement of such debt.
(4)	Operating leases do not include minimum sublease rentals of $51.2 million, $42.6 million, $33.9 million, $25.5 million, $17.2 million, and $29.6 million in each of the periods above, respectively, for a total of $200.0 million. Net operating lease payments total $1,303.0 million. The present value of operating leases is $763.0 million. The operating leases relate to, among other things, computers and office equipment, real estate and miscellaneous other assets. No asset is leased from any related party.

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(5)	The obligation related to pension benefits is actuarially determined and is reflective of obligations as of December 31, 2003. The amounts set forth in the table represent Goodyear’s estimated minimum funding requirements for its domestic defined benefit pension plans under the Employee Retirement Income Security Act (“ERISA”) for 2004 and 2005 and $60 million of expected contributions to its funded international pension plans in 2004. Goodyear expects to be required to fund contributions to its domestic defined benefit pension plans of $160 million in 2004, and approximately $425 million to $450 million in 2005. The estimated amount set forth in the table above for 2005 represents the approximate mid-point of this range. The expected contributions are based upon participant data as of January 1, 2004, and assume a stable population in future years. In calculating these estimates, the Company relied on a number of assumptions, including (i) an ERISA liability interest rate of 6.53% and 6.11% for 2004 and 2005, respectively, (ii) plan asset returns of 3.8% in 2004, and (iii) the effect of legislation signed into law in 2004 providing for changes to ERISA funding requirements. Prior funding estimates for 2005 had assumed an ERISA liability interest rate of 6.67% for 2005, and 2004 asset returns of 8.5%. The new estimates are based upon bond rates and asset returns as of September 30, 2004. Goodyear will be subject to additional statutory minimum funding requirements after 2005. Due to uncertainties regarding significant assumptions involved in estimating future required contributions to its defined benefit pension plans, such as interest rate levels, the amount and timing of asset returns, whether the Company makes contributions in excess of the minimum requirements, and what, if any, changes may occur in legislation, Goodyear is not able to reasonably estimate its future required contributions beyond 2005. Nevertheless, Goodyear expects the amount of contributions required in years beyond 2005 will be substantial. In particular, the funding relief provided under current law expires at the end of 2005. As a result, if funding relief is not extended or renewed, Goodyear expects that its minimum funding obligations in 2006 would be substantially greater than in 2005.
(6)	The payments for post-retirement benefits reflect the estimated benefit payments of the plans using the provisions currently in effect. The Company reserves the right to modify or terminate the plans at any time. The obligation related to post-retirement benefits is actuarially determined on an annual basis.
(7)	The payments for workers’ compensation are based upon recent historical payment patterns.
(8)	Binding commitments are for normal operations of the Company and include investments in land, buildings and equipment and raw materials purchased through short term supply contracts at fixed prices or at formula prices related to market prices or negotiated prices.

     Additional other long-term liabilities include items such as income taxes, general and product liabilities, environmental liabilities and miscellaneous other long-term liabilities. These other liabilities are not contractual obligations by nature. The Company cannot, with any degree of reliability, determine the years in which these liabilities might ultimately be settled. Accordingly, these other long-term liabilities are not included in the above table.

     In addition, the following contingent contractual obligations, the amounts of which can not be estimated, are not included in the table above:

• The terms and conditions of Goodyear’s global alliance with Sumitomo as set forth in the Umbrella Agreement between Goodyear and Sumitomo provide for certain minority exit rights available to Sumitomo commencing in 2009. In addition, the occurrence of certain other events enumerated in the Umbrella Agreement, including certain bankruptcy events or changes in control of Goodyear, could trigger a right of Sumitomo to require Goodyear to purchase these interests immediately. Sumitomo’s exit rights, in the unlikely event of exercise, could require Goodyear to make a substantial payment to acquire Sumitomo’s interest in the alliance.

• Pursuant to an agreement entered into in 2001, Ansell Ltd. (Ansell) has the right, during the period beginning August 2005 and ending one year later, to require Goodyear to purchase Ansell’s 50% interest in SPT at a formula price based on the earnings of SPT. If Ansell does not exercise its right, Goodyear may require Ansell to sell its interest to Goodyear during the 180 days following the expiration of Ansell’s right at a price established using the same formula.

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• Pursuant to an agreement entered into in 2001, Goodyear shall purchase minimum amounts of carbon black from a certain supplier from January 1, 2003 through December 31, 2006, at agreed upon base prices that are subject to quarterly adjustments for changes in raw material costs and natural gas costs and a one-time adjustment for other manufacturing costs.

     The Company does not engage in the trading of commodity contracts or any related derivative contracts. The Company generally purchases raw materials and energy through short-term, intermediate and long term supply contracts at fixed prices or at formula prices related to market prices or negotiated prices. The Company will, however, from time to time, enter into contracts to hedge its energy costs.

Off-Balance Sheet Arrangements

An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated entity under which a company has (1) made guarantees, (2) a retained or a contingent interest in transferred assets, (3) an obligation under certain derivative instruments or (4) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company, or that engages in leasing, hedging or research and development arrangements with the company.

(In millions)	Amount of Commitment Expiration per Period
	Total		1st Year		2nd Year		3rd Year		4th Year		5th Year		Thereafter
Customer Financing Guarantees	$	7.5	$	2.7	$	0.6	$	0.1	$	0.2	$	0.1	$	3.8
Affiliate Financing Guarantees		9.8		—		—		4.9		4.9		—		—
Other Guarantees		0.7		—		—		—		0.2		—		0.5
Off-Balance Sheet Arrangements	$	18.0	$	2.7	$	0.6	$	5.0	$	5.3	$	0.1	$	4.3

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

     Goodyear continuously monitors its fixed and floating rate debt mix. Within defined limitations, Goodyear manages the mix using refinancing and unleveraged interest rate swaps. Goodyear will enter into fixed and floating interest rate swaps to alter its exposure to the impact of changing interest rates on consolidated results of operations and future cash outflows for interest. Fixed rate swaps are used to reduce Goodyear’s risk of increased interest costs during periods of rising interest rates, and are normally designated as cash flow hedges. Floating rate swaps are used to convert the fixed rates of long-term borrowings into short-term variable rates, and are normally designated as fair value hedges. Interest rate swap contracts are thus used by Goodyear to separate interest rate risk management from debt funding decisions. At September 30, 2004, the interest rates on 50% of Goodyear’s debt were fixed by either the nature of the obligation or through the interest rate swap contracts, compared to 47% at December 31, 2003. Goodyear also has from time to time entered into interest rate lock contracts to hedge the risk-free component of anticipated debt issuances. As a result of credit ratings actions and other related events, the Company’s access to these instruments may be limited.

     The following tables present information at September 30:

Interest Rate Swap Contracts

(Dollars in millions)	2004			2003
Fixed Rate Contracts:
Notional principal amount	$	—		$	325.0
Pay fixed rate		—			5.00	%
Receive variable LIBOR		—			1.14
Average years to maturity		—			0.50
Fair value – liability		—		$	(6.3	)
Pro forma fair value – liability		—			(6.4	)
Floating Rate Contracts:
Notional principal amount	$	200.0		$	200.0
Pay variable LIBOR		2.92	%		2.91	%
Receive fixed rate		6.63			6.63
Average years to maturity		2.20			3.21
Fair value – asset (liability)	$	10.3		$	17.5
Pro forma fair value – asset (liability)		9.8			18.3

     The pro forma fair value assumes a 10% decrease in variable market interest rates at September 30, 2004 and 2003, respectively, and reflects the estimated fair value of contracts outstanding at that date under that assumption.

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     Weighted-average interest rate swap contract information follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(Dollars in millions)	2004			2003			2004			2003
Fixed Rate Contracts:
Notional principal	$	—		$	325.0		$	—		$	325.0
Pay fixed rate		—			5.00	%		5.00	%		5.00	%
Receive variable LIBOR		—			1.10			1.18			1.27
Floating Rate Contracts:
Notional principal	$	200.0		$	200.0		$	200.0		$	209.0
Pay variable LIBOR		3.26	%		2.91	%		3.06	%		3.05	%
Receive fixed rate		6.63			6.63			6.63			6.63

     The following table presents fixed rate debt information at September 30:

Fixed Rate Debt

(In millions)	2004		2003
Fair value – liability	$	3,020.6	$	2,035.0
Carrying amount – liability		2,980.8		2,241.8
Pro forma fair value – liability		3,117.9		2,105.1

     The pro forma information assumes a 100 basis point decrease in market interest rates at September 30, 2004 and 2003, respectively, and reflects the estimated fair value of fixed rate debt outstanding at that date under that assumption.

     The sensitivity to changes in interest rates of Goodyear’s interest rate contracts and fixed rate debt was determined with a valuation model based upon net modified duration analysis. The model assumes a parallel shift in the yield curve. The precision of the model decreases as the assumed change in interest rates increases.

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Foreign Currency Exchange Risk

     In order to reduce the impact of changes in foreign exchange rates on consolidated results of operations and future foreign currency-denominated cash flows, Goodyear enters into foreign currency contracts. These contracts reduce exposure to currency movements affecting existing foreign currency-denominated assets, liabilities, firm commitments and forecasted transactions resulting primarily from trade receivables and payables, equipment acquisitions, intercompany loans and royalty agreements and forecasted purchases and sales. In addition, the principal and interest on Goodyear’s Swiss Franc bond due 2006 and Euro100 million of the Euro Notes due 2005 are hedged by currency swap agreements.

     Contracts hedging the Swiss Franc bond and the Euro Notes are designated as cash flow hedges. Contracts hedging short-term trade receivables and payables normally have no hedging designation.

     The following table presents foreign currency contract information at September 30:

Foreign Exchange Contracts

(In millions)	2004			2003
Fair value – asset (liability)	$	70.7		$	48.3
Pro forma change in fair value		(32.3	)		(26.4	)
Contract maturities		10/04-7/19			10/03-12/18
Fair value – asset (liability):
Swiss franc swap-current	$	(0.9	)	$	(2.0	)
Swiss franc swap-long-term		46.0			37.8
Euro swaps-current		33.1			6.4
Euro swaps-long-term		—			17.5
Other-current asset		2.9			3.0
Other-current liability		(10.4	)		(14.4	)
Total	$	70.7		$	48.3

     The pro forma change in fair value assumes a 10% change in foreign exchange rates at September 30 of each year, and reflects the estimated change in the fair value of contracts outstanding at that date under that assumption.

     The sensitivity to changes in exchange rates of Goodyear’s foreign currency positions was determined using current market pricing models.

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FORWARD-LOOKING INFORMATION — SAFE HARBOR STATEMENT

     Certain information set forth herein (other than historical data and information) may constitute forward-looking statements regarding events and trends that may affect our future operating results and financial position. The words “estimate,” “expect,” “intend” and “project,” as well as other words or expressions of similar meaning, are intended to identify forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Quarterly Report. Such statements are based on current expectations and assumptions, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially from the forward-looking statements as a result of many factors, including:

• we have not yet completed the implementation of our plan to improve our internal controls and may be unable to remedy certain internal control weaknesses identified by our external auditors or that come to our attention through our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002;

• pending litigation relating to our restatement could have a material adverse effect on our financial condition;

• an ongoing SEC investigation regarding our restatement could materially adversely affect us;

• we have experienced significant losses in 2001, 2002 and 2003. We cannot assure you that we will be able to achieve or sustain future profitability. Our future profitability is dependent upon our ability to successfully implement our turnaround strategy for our North American Tire segment and our previously announced rationalization actions;

• we face significant global competition, including increasingly from lower cost manufacturers, and our market share could decline;

• our secured credit facilities limit the amount of capital expenditures that we may make;

• higher raw material and energy costs may materially adversely affect our operating results and financial condition;

• continued pricing pressures from vehicle manufacturers may materially adversely affect our business;

• our financial position, results of operations and liquidity could be materially adversely affected if we experience a labor strike, work stoppage or other similar difficulty;

• decline in the value of the securities held by our employee benefit plans or a decline in interest rates would increase our pension expense and underfunding levels. Termination by the Pension Benefit Guaranty Corporation of any of our U.S. pension plans would further increase our pension expense and could result in additional liens on material amounts of our assets;

• our long-term ability to meet current obligations and to repay maturing indebtedness, including long-term debt maturing in calendar years 2005 and 2006 of approximately $1.22 billion and $1.90 billion, respectively, is dependent on our ability to access capital markets in the future and to improve our operating results;

• we have a substantial amount of debt, which could restrict our growth, place us at a competitive disadvantage or otherwise materially adversely affect our financial health;

• any failure to be in compliance with any material provision or covenant of our secured credit facilities and the indenture governing our senior secured notes could have a material adverse effect on our liquidity and our operations;

• our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly;

• if we fail to manage healthcare costs successfully, our financial results may be materially adversely affected;

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• we may incur significant costs in connection with product liability and other tort claims;

• our reserves for product liability and other tort claims and our recorded insurance assets are subject to various uncertainties, the outcome of which may result in our actual costs being significantly higher than the amounts recorded;

• we may be required to deposit cash collateral to support an appeal bond if we are subject to a significant adverse judgment, which may have a material adverse effect on our liquidity;

• we are subject to extensive government regulations that may materially adversely affect our ongoing operating results;

• potential changes in foreign laws and regulations which would prevent repatriation of future earnings to our parent Company;

• our international operations have certain risks that may materially adversely affect our operating results;

• the terms and conditions of our global alliance with Sumitomo Rubber Industries, Ltd. (SRI) provide for certain exit rights available to SRI upon the occurrence of certain events, which could require us to make a substantial payment to acquire SRI’s interest in certain of our joint venture alliances (which include much of our operations in Europe);

• we have foreign currency translation and transaction risks that may materially adversely affect our operating results; and

• if we are unable to attract and retain key personnel, our business could be materially adversely affected.

     It is not possible to foresee or identify all such factors. We will not revise or update any forward-looking statement or disclose any facts, events or circumstances that occur after the date hereof that may affect the accuracy of any forward-looking statement.

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ITEM 4. CONTROLS AND PROCEDURES.

Overview.

On May 19, 2004, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2003, containing restated financial statements reflecting adjustments to the Company’s previously reported financial information on Form 10-K for the years ended December 31, 2002 and 2001. On June 18, 2004, the Company filed a Form 10-Q/A containing restated financial information reflecting adjustments to the Company’s previously reported financial information on Form 10-Q for the quarter ended March 31, 2003. On August 3, 2004, the Company filed two Form 10-Q/As containing restated financial information reflecting adjustments to the Company’s previously reported financial information on Form 10-Q for the quarters ended June 30, 2003 and September 30, 2003. The Company expects to file a Form 10-K/A, amending its Form 10-K for the year ended December 31, 2003, and Forms 10-Q/A, amending its Forms 10-Q for the quarters ended March 31, 2004 and June 30, 2004 as expeditiously as possible. This Form 10-Q for the quarter ended September 30, 2004 contains certain of the restated financial information which will appear in the Form 2003 10-K/A and 2004 Forms 10-Q/As that will be filed by the Company.

     Following the Company’s decision in the third quarter of 2003 to restate the Company’s previously issued financial statements, the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), advised the Company that the failure to identify certain issues that had affected several years related to the monitoring and review of general ledger accounts collectively resulted in a material weakness in internal controls that required strengthening of procedures for account reconciliation, and internal reporting and monitoring of these matters.

     On December 10, 2003, the Company announced that the Audit Committee would conduct an internal investigation into potential improper accounting issues in its European Union business segment. The investigation subsequently expanded to other locations of the Company’s overseas operations. The investigation identified accounting irregularities primarily related to earnings management whereby accrual accounts were adjusted or expenses were improperly deferred in order to increase the segments’ operating income.

     Prior to filing its 2003 Annual Report on Form 10-K on May 19, 2004, the Company identified other matters requiring adjustment. Some of these adjustments resulted from an improper understatement of workers’ compensation liability and improper accounting related to the valuation of real estate received in payment of trade accounts receivable. The Audit Committee also initiated an investigation into these adjustments. As a result of these investigations, management and the Audit Committee decided that a further restatement was necessary.

     In May 2004, following the conclusion of certain internal investigations conducted by the Company’s Audit Committee, PwC advised the Company that the circumstances it previously identified to the Company as collectively resulting in a material weakness had each individually become a material weakness. PwC advised the Company that this determination was due to the number of previously undetected errors that were attributable to the material weakness previously identified. A significant portion of these errors were detected by the Company. PwC further identified as an additional material weakness intentional overrides of internal controls by those in authority, particularly related to the European Union Tire segment and workers’ compensation liability in the United States. These material weaknesses, if unaddressed, could result in material errors in the Company’s financial statements. In addition, PwC advised the Company that it had identified as reportable conditions the Company’s need to enhance certain finance personnel’s knowledge of U.S. GAAP and internal controls and the need to enhance controls related to the establishment of bank accounts. PwC also identified a number of other internal control weaknesses and made additional business and controls recommendations.

     In the course of preparing its Form 10-Qs for the first and second quarters of 2004, the Company identified net out-of-period expense adjustments, of approximately $4.4 million which were recorded and disclosed in the Company’s Form 10-Qs for the first and second quarters.

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     In the course of preparing this Form 10-Q the Company identified additional net out-of-period expense adjustments of approximately $4.6 million. These adjustments, as well as the adjustments identified in preparing the first and second quarter Form 10-Qs, will be included in the restated financial statements for 2003 and prior years in the 2003 Form 10-K/A that will be filed by the Company. The financial statements for the first and second quarters of 2004 will also be restated to reverse the out-of-period adjustments that were recorded in those quarters and reflect them in the appropriate prior periods. Form 10-Q/As for the first and second quarters of 2004 will be filed to reflect these adjustments. The majority of the income statement adjustments included in this restatement involve account reconciliations and were identified through the implementation of the Company’s previously announced measures to remedy its internal controls.

     In the course of preparing this Form 10-Q the Company also identified a misclassification of deferred tax assets and liabilities beginning in its December 31, 2003 consolidated balance sheet. The Company recorded certain deferred tax assets and liabilities on a gross basis beginning in the December 31, 2003 balance sheet, rather than netting short-term deferred tax assets with short-term deferred tax liabilities and long-term deferred tax assets with long-term deferred tax liabilities. This misclassification resulted in an overstatement of total assets and total liabilities by approximately $357 million. There was no effect on shareholders equity, net income or cash flow previously reported by the Company. This misclassification will also be corrected in the 2003 Form 10-K/A that will be filed by the Company.

     The Company initiated the implementation of various measures to strengthen its account reconciliation control processes prior to the filing of its 2003 Form 10-K. The Company established a requirement that the finance director of each operating unit that maintains a general ledger or sub-ledger confirm on a quarterly basis that all balance sheet accounts for which he or she has responsibility have been reconciled accurately and on a timely basis. At the corporate level, the Company established a requirement that each manager responsible for an account certify, on a monthly basis, that such account has been accurately reconciled. The Company’s Internal Audit Department commenced targeted reviews of selected account reconciliations. In connection with the overseas accounting investigation, senior finance personnel visited various locations and reviewed and confirmed the accuracy of selected account reconciliations, analyzed reported results, reviewed items identified by prior audits to ensure corrective actions were in place and reviewed the certification process with local management.

     In connection with the initial restatement process and the internal investigation by the Audit Committee, the Company dedicated substantial resources to the review of its control processes and procedures. As a result of that review, the Company has determined that it will strengthen its internal controls by (i) making personnel and organizational changes, (ii) improving communications and reporting, (iii) improving monitoring controls, (iv) increasing oversight to reduce opportunities for intentional overrides of control procedures, and (v) simplifying and improving financial processes and procedures. Specific remedial measures that have already been undertaken include the following:

• Various disciplinary actions (ranging from reprimand to termination) against numerous employees;

• Restructured reporting relationships within the finance function such that the finance directors of all seven strategic business units report directly to the Chief Financial Officer and the controllers of these business units report to the Corporate Controller;

• Changed compensation structures for business unit finance directors so that compensation is no longer directly tied to financial performance of the business unit;

• Increased staffing (including the use of temporary personnel) in various aspects of the Company’s finance and internal audit functions;

• Increased management oversight by creating a new Disclosure Committee comprised of senior managers with responsibility for responding to issues raised during the financial reporting process;

• Streamlined the organization of its European Business Unit to eliminate a level of management and financial reporting;

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• Conducted enhanced training on the certification process whereby senior finance management explained each matter to be certified with each of the seven strategic business units and their local management teams;

• Commissioned a review of a significant portion of open workers’ compensation claims, including a certification by an outside administrator to ensure that such claims were being properly valued; and

• Revised procedures with respect to opening bank accounts to ensure appropriate oversight by the Treasury Department.

A number of other initiatives to strengthen the Company’s internal controls began to be implemented prior to the filing of the Company’s 2003 Form 10-K and have continued since then. These include:

• Expanding the personnel, resources and responsibilities of the internal audit function;

• Increasing finance staff and upgrading the technical capabilities of individuals within the finance function, through improved and formalized training;

• Development of new and enhanced monitoring controls;

• Simplification of financial processes and information technology systems;

• Creation of a Remediation Project Management Office responsible for the design and implementation of the Company’s long-term remediation plan;

• Establishing a communications program to improve inter-department and cross-functional communications, maintain awareness of the financial statement certification process and finance issues in general and to encourage associates to raise issues for review and/or resolution; and

• Review of all accounting policies and procedures, and where appropriate make modifications.

The Company will continue its efforts to remedy the internal control weaknesses/business recommendations identified by PwC as part of a continuing effort to strengthen the control process. PwC has not completed its assessment of the effectiveness of the Company’s actions and there is no assurance that these internal control weaknesses will be remedied by the time the Company issues its Form 10-K for the current year.

     Beginning with the year ending December 31, 2004, Section 404 of the Sarbanes-Oxley Act of 2002 will require the Company’s senior management to provide an annual report on internal controls over financial reporting. This report must contain (i) a statement of management’s responsibility for establishing and maintaining adequate internal controls over financial reporting for the company, (ii) a statement identifying the framework used by management to conduct the required evaluation of the effectiveness of internal controls over financial reporting, (iii) management’s assessment of the effectiveness of internal controls over financial reporting as of the end of the most recent fiscal year, including a statement as to whether or not the Company’s internal controls over financial reporting are effective, and (iv) a statement that the Company’s independent auditors have issued an attestation report on management’s assessment of internal controls over financial reporting. In seeking to achieve compliance with Section 404 within the prescribed period, management has formed an internal control steering committee, engaged outside consultants and adopted a detailed project work plan to assess the adequacy of internal controls over financial reporting, remediate any control weaknesses that may be identified, validate through testing that the controls are functioning as documented and implement a continuous reporting and improvement process for internal controls over financial reporting.

     In the course of its Section 404 compliance effort, the Company has identified certain deficiencies, including account reconciliation procedures and information technology controls, including general computer controls and access controls, which the Company is addressing. Management will consider these conditions when assessing the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2004.

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     Moreover, the Section 404 compliance effort may identify additional weaknesses in the Company’s system of internal controls that may require additional remedial measures. One factor that may increase the likelihood of identifying such additional internal control weaknesses is the stringent standards of internal controls being applied to Section 404. Under the circumstances, there can be no assurance that the Company will be able to adequately remedy any such additional internal control weaknesses and the Company’s previously identified internal control weaknesses by the deadline for Section 404 compliance and, as a result, management and PwC may be unable to evaluate and attest to the Company’s internal controls over financial reporting as of December 31, 2004.

     Disclosure Controls and Procedures.

The Company’s senior management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2004. Based upon that evaluation, combined with a consideration of the additional procedures described above, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, notwithstanding the material weaknesses and reportable conditions described above, after taking into account the remedial measures implemented by the Company, as of the evaluation date, the Company’s disclosure controls and procedures were designed, and were effective, to give reasonable assurance that information the Company must disclose in reports filed with the SEC is properly recorded, processed and summarized, and then reported as required. It should be noted that no system of controls can provide complete assurance of achieving its objectives, and future events may impact the effectiveness of a system of controls.

     Changes in Internal Control over Financial Reporting.

Other than as described above, there have been no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Heatway Litigation and Amended Settlement

As previously reported, on June 4, 2004, the Company entered into an amended settlement agreement in Galanti et al. v. Goodyear (Case No. 03-209, United States District Court, District of New Jersey) that was intended to address the claims arising out of a number of Federal, state and Canadian actions filed against the Company involving a rubber hose product that the Company supplied from 1989 to 1993 to Chiles Power Supply, Inc. (d/b/a Heatway Systems), a designer and seller of hydronic radiant heating systems in the United States. On October 19, 2004, the Galanti court conducted a fairness hearing on, and gave final approval to, the amended settlement. As a result, Goodyear will make annual cash contributions to a settlement fund of $60 million, $40 million, $15 million, $15 million and $20 million in 2004, 2005, 2006, 2007 and 2008, respectively. The first of these payments will be made within ten days of the Final Order and Judgment and will consist of $60 million, less the amount paid as of June 30, 2004 to cover the cost of administration and class notice. In addition to these annual payments, Goodyear was required to contribute to the settlement fund by October 19, 2004, the amount of insurance Goodyear recovered from its carriers relating to Entran II but, in any event, no less than $150 million. As of October 19, 2004, $150 million had been deposited by the Company in the settlement fund comprised of $75 million of insurance recoveries previously obtained by the Company and $75 million of cash contributions made by the Company. The Company expects to receive an additional $100 million of insurance reimbursements during the 4th quarter. Of this amount, $75 million will reimburse the Company for its October 19, 2004 cash contribution to the settlement fund and the balance (net of unreimbursed legal costs incurred to obtain the insurance recoveries) will be deposited into the settlement fund. The Company does not expect to receive any further insurance reimbursements beyond the amounts described above.

     A total of 62 sites have been opted out of the amended settlement. The amended settlement does not cover the liability associated with these opt outs, however, the Company will be entitled to assert proxy claim against the settlement fund for the payment such claimants would have been entitled to under the amended settlement. In addition, any liability of the Company arising out of the following actions will not be covered by the amended settlement:

	•	Goodyear v. Vista Resorts, Inc. (Case No. 02CA1690, Colorado Court of Appeals), an action involving five homesites, in which a jury rendered a verdict in favor of the plaintiff real estate developer in the aggregate amount of approximately $5.9 million, which damages were trebled under the Colorado Consumer Protection Act. The total damages awarded were approximately $22.7 million, including interest, attorney’s fees and costs;
	•	Sumerel et al. v. Goodyear et al (Case No. 02CA1997, Colorado Court of Appeals), a case involving six sites in which a judgment was entered against Goodyear in the amount of $1.3 million plus interest and costs;
	•	Loughridge v. Goodyear and Chiles Power Supply, Inc. (Case No. 98-B-1302, United States District Court for the District of Colorado), a case consolidating claims involving 36 Entran II sites, in which a federal jury awarded 34 homeowners aggregate damages of $8.2 million, 50% of which was allocated to Goodyear. On September 8, 2003, an additional $5.7 million in prejudgment interest was awarded to the plaintiffs, all of which was allocated to Goodyear.
Although the following actions are also not covered by the Amended Settlement, the Company will be entitled to a credit from the settlement fund against amounts (if any) paid to the plaintiffs in these matters:
	•	Malek, et al. v. Goodyear (Case No. 02-B-1172, United States District Court for the District of Colorado), a case involving 25 homesites, in which a federal jury awarded the plaintiffs aggregate damages of $8.1 million of which 40% was allocated to Goodyear. On July 12, 2004, judgment was entered in Malek and an additional $4.8 million in prejudgment interest was awarded to the plaintiffs, all of which was allocated to Goodyear; and
	•	Holmes v. Goodyear (Case No. 98CV268-A, District Court, Pitkin County, Colorado), a case involving one site in which the jury awarded the plaintiff $632,937 in damages, of which the jury allocated 20% to Goodyear, resulting in a net award against Goodyear of $126,587. The plaintiff was also awarded $367,860 in prejudgement interest and costs, all of which was allocated to Goodyear.

     Goodyear is pursuing appeals of Holmes, Loughridge, Malek, Sumerel and Vista. Goodyear expects that except for liabilities associated with Holmes, Loughridge, Malek, Sumerel and Vista, and the 62 sites that opted out of the amended settlement, its liability with respect to Entran II matters will be addressed by the amended settlement. Of the 62 opt outs, 11 are homesites in Davis et al. v. Goodyear (Case No. 99CV594, District Court, Eagle County, Colorado) a matter expected to go to trial in 2005. In addition, one additional opt out is a plaintiff in Cross Mountain Ranch, LP v. Goodyear, which was filed on September 22, 2004. Goodyear has been informed that 3 to 4 additional opt outs may file actions against the Company in the future.

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     The ultimate cost of disposing of Entran II claims is dependent upon a number of factors, including the Company’s ability to resolve claims not subject to the amended settlement (including the cases in which the Company has received adverse judgments) and whether or not claimants opting out of the amendment settlement pursue claims against Goodyear in the future.

Asbestos Litigation

     As reported in the Form 10-Q for the quarter ended June 30, 2004, Goodyear was one of numerous defendants in legal proceedings in certain state and Federal courts involving approximately 123,300 claimants relating to their alleged exposure to materials containing asbestos in products allegedly manufactured by Goodyear or asbestos materials present in Goodyear’s facilities. During the third quarter of 2004, approximately 3,200 new claims were filed against Goodyear and approximately 800 were settled or dismissed. The amounts expended on asbestos defense and claim resolution during the third quarter and first nine months of 2004 were $7.8 million and $24.7 million, respectively (before recovery of insurance proceeds). At September 30, 2004, there were approximately 125,700 claims pending against Goodyear relating to alleged asbestos-related diseases allegedly resulting from exposure to asbestos in products manufactured by Goodyear or in materials containing asbestos present in Goodyear facilities. The plaintiffs are seeking unspecified actual and punitive damages and other relief.

Antitrust Litigation

     The Antitrust Division of the United States Department of Justice is conducting a grand jury investigation concerning the closure of a portion of the Company’s Bowmanville, Ontario conveyor belting plant announced in October 2003. In that connection, the Division has sought documents and other information from the Company and several associates. The plant was part of the Company’s Engineered Products division and originally employed approximately 120 people. Engineered Products had approximately $1.2 billion in sales in 2003, including approximately $200 million of sales related to conveyer belting. Although the Company does not believe that it has violated the antitrust laws, it is cooperating with the Department of Justice and is conducting its own internal investigation.

     Reference is made to the 2003 Form 10-K and the Form 10-Qs for the quarterly periods ended March 31, 2004 and June 30, 2004 for additional discussion of legal proceedings.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     The following table presents information with respect to repurchases of common stock made by the Company during the three months ended September 30, 2004. These shares were delivered to the Company by employees as payment for the exercise price of stock options as well as the withholding taxes due upon the exercise of the stock option.

					Total Number of		Maximum Number
					Shares Purchased as		of Shares that May
					Part of Publicly		Yet Be Purchased
	Total Number of		Average Price Paid		Announced Plans or		Under the Plans or
Period	Shares Purchased		Per Share		Programs		Programs
7/1/04-7/31/04		—	$	—		—		—
8/1/04-8/31/04		29,670		10.90		—		—
9/1/04-9/30/04		1,399		11.27		—		—
Total		31,069		10.92		—		—

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ITEM 6. EXHIBITS

     See the Index of Exhibits at page E-1, which is by specific reference incorporated into and made a part of this Quarterly Report on Form 10-Q.

SIGNATURES

     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 thereunto duly authorized.

	THE GOODYEAR TIRE & RUBBER COMPANY (Registrant)
Date: November 9, 2004		By	/s/  Thomas A. Connell
		Thomas A. Connell, Vice President and Controller
		(Signing on behalf of Registrant as a duly authorized officer of Registrant and signing as the principal accounting officer of Registrant.)

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THE GOODYEAR TIRE & RUBBER COMPANY
Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 2004

INDEX OF EXHIBITS

Exhibit
Table
Item		Exhibit
No.	Description of Exhibit	Number
3	Articles of Incorporation and By-Laws
(a)	Certificate of Amended Articles of Incorporation of The Goodyear Tire & Rubber Company, dated December 20, 1954, and Certificate of Amendment to Amended Articles of Incorporation of The Goodyear Tire & Rubber Company, dated April 6, 1993, and Certificate of Amendment to Amended Articles of Incorporation of the Company dated June 4, 1996, three documents comprising the Company’s Articles of Incorporation, as amended (incorporated by reference, filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3, File No. 333-90786).
(b)	Code of Regulations of The Goodyear Tire & Rubber Company, adopted November 22, 1955, and amended April 5, 1965, April 7, 1980, April 6, 1981, April 13, 1987 and May 7, 2003 (incorporated by reference, filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, File No. 1-1927).
4	Instruments Defining the Rights of Security Holders, Including Indentures
(a)	Specimen nondenominational Certificate for shares of the Common Stock, Without Par Value, of the Company; EquiServe Trust Company, transfer agent and registrar (incorporated by reference, filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-3, File No. 333-90786).
(b)	Indenture, dated as of March 15, 1996, between the Company and JPMorgan Chase Bank, as Trustee, as supplemented on December 3, 1996, March 11, 1998, and March 17, 1998 (incorporated by reference, filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, File No. 1-1927).
(c)	Indenture, dated as of March 1, 1999, between the Company and JPMorgan Chase Bank, as Trustee, as supplemented on March 14, 2000 in respect of $300,000,000 principal amount of the Company’s 8.50% Notes due 2007 (incorporated by reference, filed as Exhibit 4.1, to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, File No. 1-1927), and as further supplemented on August 15, 2001, in respect of the Company’s $650,000,000 principal amount of the Company’s 7.857% Notes due 2011 (incorporated by reference, filed as Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2001, File No. 1-1927).
(d)	$750,000,000 Amended and Restated Revolving Credit Agreement dated as of March 31, 2003 among Goodyear, the Lenders named therein, and JPMorgan Chase Bank, as Administrative Agent (incorporated by reference, filed as Exhibit 4.1 to Goodyear’s Form 10-Q for the quarter ended March 31, 2003, File No. 1-1927).
(e)	First Amendment dated as of February 19, 2004 to the $750,000,000 Amended and Restated Revolving Credit Agreement dated as of March 31, 2003, among Goodyear, JPMorgan Chase Bank, as Administrative Agent, and the lenders party thereto (incorporated by reference, filed as Exhibit 4.2 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
(f)	Second Amendment dated as of April 16, 2004 to the $750,000,000 Amended and Restated Revolving Credit Agreement dated as of March 31, 2003, as amended as of February 19, 2004, among Goodyear, JPMorgan Chase Bank, as Administrative Agent, and the lenders party thereto (incorporated by reference, filed as Exhibit 4.3 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
(g)	Third Amendment dated as of May 27, 2004, to the $750,000,000 Amended and Restated Revolving Credit Agreement dated as of March 31, 2003, among Goodyear, JPMorgan Chase Bank, as administrative agent, and the lenders party thereto

E-1

Exhibit
Table
Item		Exhibit
No.	Description of Exhibit	Number
	(incorporated by reference, filed as Exhibit 4.1 to Goodyear’s Form 10-Q for the quarter ended June 30, 2004, File No. 1-1927).
(h)	$645,454,545 Term Loan Agreement dated as of March 31, 2003 among Goodyear, the Lenders named therein, and JPMorgan Chase Bank, as Administrative Agent (incorporated by reference, filed as Exhibit 4.2 to Goodyear’s Form 10-Q for the quarter ended March 31, 2003, File No. 1-1927).
(i)	First Amendment dated as of February 19, 2004 to the $645,454,545 Term Loan Agreement dated as of March 31, 2003, among Goodyear, JPMorgan Chase Bank, as Administrative Agent, and the lenders party thereto (incorporated by reference, filed as Exhibit 4.4 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
(j)	Term Loan and Revolving Credit Agreement dated as of March 31, 2003 among Goodyear, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH, Goodyear GmbH & Co KG, Dunlop GmbH & Co. KG, Goodyear Luxembourg Tires SA, the Lenders named therein and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent (incorporated by reference, filed as Exhibit 4.3 to Goodyear’s Form 10-Q for the quarter ended March 31, 2003, File No. 1-1927).
(k)	First Amendment dated as of February 19, 2004 to the Term Loan and Revolving Credit Agreement dated as of March 31, 2003 among Goodyear, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH, Goodyear GmbH & Co KG, Dunlop GmbH & Co. KG, Goodyear Luxembourg Tires SA, JPMorgan Chase Bank, as Administrative Agent and Collateral Agent, and the lenders party thereto (incorporated by reference, filed as Exhibit 4.5 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
(l)	Second Amendment dated as of April 16, 2004 to the Term Loan and Revolving Credit Agreement dated as of March 31, 2003, as amended as of February 19, 2004, among Goodyear, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany GmbH, Goodyear GmbH & Co KG, Dunlop GmbH & Co. KG, Goodyear Luxembourg Tires SA, JPMorgan Chase Bank, as Administrative Agent and Collateral Agent, and the lenders party thereto (incorporated by reference, filed as Exhibit 4.6 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
(m)	Third Amendment dated as of May 18, 2004, to the Term Loan and Revolving Credit Agreement dated as of March 31, 2003, among Goodyear, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany Gmbh, Goodyear Gmbh & Co KG, Dunlop Gmbh & Co KG, Goodyear Luxembourg Tires SA, JPMorgan Chase Bank, as Administrative Agent, and the lenders party thereto (incorporated by reference, filed as Exhibit 4.2 to Goodyear’s Form 10-Q for the quarter ended June 30, 2004, File No. 1-1927).
(n)	Fourth Amendment dated as of May 27, 2004, to the Term Loan and Revolving Credit Agreement dated as of March 31, 2003, among Goodyear, Goodyear Dunlop Tires Europe B.V., Goodyear Dunlop Tires Germany Gmbh, Goodyear Gmbh & Co KG, Dunlop Gmbh & Co KG, Goodyear Luxembourg Tires SA, JPMorgan Chase Bank, as Administrative Agent, and the lenders party thereto (incorporated by reference, filed as Exhibit 4.3 to Goodyear’s Form 10-Q for the quarter ended June 30, 2004, File No. 1-1927).
(o)	Term Loan and Revolving Credit Agreement dated as of March 31, 2003 among Goodyear, the Lenders named therein, and JPMorgan Chase Bank, as Administrative Agent (incorporated by reference, filed as Exhibit 4.4 to Goodyear’s Form 10-Q for the quarter ended March 31, 2003, File No. 1-1927).
(p)	First Amendment dated as of February 19, 2004 to the Term Loan and Revolving Credit Agreement dated as of February 19, 2004 among Goodyear, JPMorgan Chase Bank, as Administrative Agent, and the lenders party thereto (incorporated by reference, filed as Exhibit 4.7 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).

E-2

Exhibit
Table
Item		Exhibit
No.	Description of Exhibit	Number
(q)	Amended and Restated Term Loan and Revolving Credit Agreement dated as of February 19, 2004 among Goodyear, JPMorgan Chase Bank, as Administrative Agent, and the lenders party thereto (incorporated by reference, filed as Exhibit 4.8 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
(r)	First Amendment dated as of April 16, 2004 to the Amended and Restated Term Loan and Revolving Credit Agreement dated as of February 19, 2004 among Goodyear, JPMorgan Chase Bank, as Administrative Agent, and the lenders party thereto (incorporated by reference, filed as Exhibit 4.9 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
(s)	Second Amendment dated as of May 27, 2004, to the Amended and Restated Term Loan and Revolving Credit Agreement dated as of February 19, 2004, among Goodyear, the lenders party thereto, JPMorgan Chase Bank, as Administrative Agent (incorporated by reference, filed as Exhibit 4.4 to Goodyear’s Form 10-Q for the quarter ended June 30, 2004, File No. 1-1927).
(t)	Master Guarantee and Collateral Agreement dated as of March 31, 2003, as Amended and Restated as of February 20, 2004, among Goodyear, the subsidiaries of Goodyear identified therein, the lenders party thereto and JP Morgan Chase Bank, as Collateral Agent (incorporated by reference, filed as Exhibit 4.10 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
(u)	Indenture dated as of March 12, 2004 among Goodyear, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as Trustee (incorporated by reference, filed as Exhibit 4.11 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
(v)	Note Purchase Agreement dated as of March 12, 2004 among Goodyear, certain subsidiaries of Goodyear and the investors listed therein (incorporated by reference, filed as Exhibit 4.12 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
(w)	Registration Rights Agreement dated as of March 12, 2004 among Goodyear, certain subsidiaries of Goodyear and the investors listed therein (incorporated by reference, filed as Exhibit 4.13 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
(x)	Collateral Agreement dated as of March 12, 2004 among Goodyear, certain subsidiaries of Goodyear and Wilmington Trust Company, as Collateral Agent (incorporated by reference, filed as Exhibit 4.14 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
(y)	Lien Subordination and Intercreditor Agreement dated as of March 12, 2004 among Goodyear, certain subsidiaries of Goodyear, JPMorgan Chase Bank and Wilmington Trust Company (incorporated by reference, filed as Exhibit 4.15 to Goodyear’s Annual Report on Form 10-K for the year ended December 31, 2003, File No. 1-1927).
(z)	Guarantee and Collateral Agreement, dated as of August 17, 2004, among Goodyear, as Borrower, the subsidiaries of Goodyear identified therein, and JPMorgan Chase Bank, as Collateral Agent.		4.1
(aa)	Deposit-Funded Credit Agreement, dated as of August 17, 2004, among Goodyear, the lenders party thereto, the issuing banks party thereto, JP Morgan Chase bank, as Administrative Agent, J.P. Morgan Securities Inc., as Joint Lead Arranger and Sole Bookrunner, and BNP Paribas, as Joint Lead Arranger.		4.2
(bb)	Note Purchase Agreement, dated June 28, 2004, among Goodyear and the purchasers listed therein.		4.3
(cc)	Indenture, dated as of July 2, 2004, between Goodyear, as Company, and Wells Fargo Bank, N.A., as Trustee.		4.4
(dd)	Registration Rights Agreement, dated as of July 2, 2004, among Goodyear, Goldman, Sachs & Co., Deutsche Bank Securities Inc., and J.P. Morgan Securities Inc.		4.5
	In accordance with Item 601(b)(4)(iii) of Regulation S-K, agreements and instruments

E-3

Exhibit
Table
Item		Exhibit
No.	Description of Exhibit	Number
	defining the rights of holders of long-term debt of the Company pursuant to which the amount of securities authorized thereunder does not exceed 10% of the consolidated assets of the Company and its subsidiaries are not filed herewith. The Company hereby agrees to furnish a copy of any such agreement or instrument to the Securities and Exchange Commission upon request.
10	Material Contracts
	Amendment No. 3 to the Umbrella Agreement dated July 15, 2004, between the Company and Sumitomo Rubber Industries, Ltd.		10.1
	Amendment No. 2 to the Shareholders Agreement for the Europe JVC dated July 15, 2004, among the Company, Goodyear S.A.(France), Goodyear S.A. (Luxembourg), Goodyear Canada Inc. and Sumitomo Rubber Industries, Ltd.		10.2
12	Statement re Computation of Ratios
(a)	Statement setting forth the Computation of Ratio of Earnings to Fixed Charges.		12
31	302 Certifications
(a)	Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		31.1
(b)	Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		31.2
32	906 Certifications
(a)	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		32.1

E-4

EX-4.1

                                                                    EXHIBIT 4.1

================================================================================

                       GUARANTEE AND COLLATERAL AGREEMENT

                                  dated as of

                                August 17, 2004

                                     among

                      THE GOODYEAR TIRE & RUBBER COMPANY,
                                  as Borrower,

               The SUBSIDIARIES OF THE COMPANY Identified Herein

                                      and

                              JPMORGAN CHASE BANK,
                              as Collateral Agent

================================================================================



                                TABLE OF CONTENTS



                                                                                                        Page
                                                                                                        ----
                                                                                                     
                                                 ARTICLE I

                                                Definitions

SECTION 1.01.  Certain Defined Terms.................................................................     2

                                                ARTICLE II

                                                Guarantees

SECTION 2.01.  Guarantees............................................................................    12
SECTION 2.02.  Guarantee of Payment..................................................................    12
SECTION 2.03.  No Limitations........................................................................    12
SECTION 2.04.  Reinstatement.........................................................................    13
SECTION 2.05.  Agreement To Pay; Subrogation.........................................................    13
SECTION 2.06.  Information...........................................................................    14

                                                ARTICLE III

                                           Pledge of Securities

SECTION 3.01.  Pledge................................................................................    14
SECTION 3.02.  Voting Rights; Dividends and Interest.................................................    14

                                                ARTICLE IV

                                  Security Interests in Personal Property

SECTION 4.01.  Creation of Security Interests........................................................    16
SECTION 4.02.  Certain Filings.......................................................................    17
SECTION 4.03.  Representations and Warranties........................................................    18
SECTION 4.04.  Covenants.............................................................................    18
SECTION 4.05.  Other Actions.........................................................................    20
SECTION 4.06.  Covenants Regarding Patent, Trademark and Copyright Collateral........................    20
SECTION 4.07.  Lockbox System........................................................................    21
SECTION 4.08.  Insurance.............................................................................    22

                                                 ARTICLE V

                              Other Pledges, Mortgages and Security Interests

SECTION 5.01.  Summary of Certain Other Security Documents...........................................    22




                                                                                                      
SECTION 5.02.  Other Security Documents Subject to This Agreement....................................    23

                                                ARTICLE VI

                                                 Remedies

SECTION 6.01.  Remedies Upon Default.................................................................    24
SECTION 6.02.  Exercise of Remedies under Other Security Documents...................................    25
SECTION 6.03.  Application of Proceeds...............................................................    26
SECTION 6.04.  Grant of License to Use Intellectual Property.........................................    27
SECTION 6.05.  Securities Act........................................................................    27
SECTION 6.06.  Registration..........................................................................    28

                                                ARTICLE VII

                                 Indemnity, Subrogation and Subordination

SECTION 7.01.  Indemnity and Subrogation.............................................................    29
SECTION 7.02.  Contribution and Subrogation..........................................................    29
SECTION 7.03.  Subordination.........................................................................    30

                                               ARTICLE VIII

                                      Concerning the Collateral Agent

SECTION 8.01.  Limitations on Responsibility of Collateral Agent.....................................    30
SECTION 8.02.  Reliance by Collateral Agent; Indemnity Against Liabilities, etc......................    31
SECTION 8.03.  Resignation and Removal of the Collateral Agent.......................................    32
SECTION 8.04.  Expenses and Indemnification..........................................................    32

                                                ARTICLE IX

                                      Subordination of Certain Liens

SECTION 9.01.  Perfection and Priority of Security Interests.........................................    33
SECTION 9.02.  No Interference; No Right to Instruct Collateral Agent; Payment
               Over; Reinstatement; Permitted Actions................................................    34
SECTION 9.03.  Consent to Priming of Junior Lien on ABL Facilities Collateral........................    35
SECTION 9.04.  Consent to Subordination of Junior Liens to Certain Refinancing Indebtedness..........    36
SECTION 9.05.  Applicability of Lien Subordination Provisions of Master
               Guarantee and Collateral Agreement....................................................    36



                                       ii


                                                                                                      
                                                 ARTICLE X

                                Subordination of Intercompany Indebtedness

SECTION 10.01. Subordination.........................................................................    37
SECTION 10.02. Dissolution or Insolvency.............................................................    37
SECTION 10.03. Subrogation...........................................................................    37
SECTION 10.04. Other Creditors.......................................................................    38
SECTION 10.05. No Waiver.............................................................................    38
SECTION 10.06. Obligations Hereunder Not Affected....................................................    38

                                                ARTICLE XI

                                               Miscellaneous

SECTION 11.01. Notices...............................................................................    39
SECTION 11.02. Waivers; Amendment....................................................................    39
SECTION 11.03. Collateral Agent's Fees and Expenses; Indemnification.................................    40
SECTION 11.04. Successors and Assigns................................................................    40
SECTION 11.05. Survival of Agreement.................................................................    40
SECTION 11.06. Counterparts; Effectiveness; Several Agreement........................................    41
SECTION 11.07. Severability..........................................................................    41
SECTION 11.08. Right of Set-Off......................................................................    41
SECTION 11.09. Governing Law; Jurisdiction; Consent to Service of Process............................    42
SECTION 11.10. WAIVER OF JURY TRIAL..................................................................    42
SECTION 11.11. Headings..............................................................................    43
SECTION 11.12. Security Interest Absolute............................................................    43
SECTION 11.13. Termination or Release................................................................    43
SECTION 11.14. Additional Grantors and Guarantors....................................................    44
SECTION 11.15. Collateral Agent Appointed Attorney-in-Fact...........................................    45



SCHEDULES:

Schedule I       --  Aircraft
Schedule II      --  Foreign Pledge Agreements
Schedule III     --  Mortgages

EXHIBITS:

Exhibit I        --  Form of Perfection Certificate



                              GUARANTEE AND COLLATERAL AGREEMENT dated as of
                        August 17, 2004, among THE GOODYEAR TIRE & RUBBER
                        COMPANY (the "Company"), the Subsidiaries of the Company
                        identified herein and JPMORGAN CHASE BANK, as collateral
                        agent (the "Collateral Agent").

                  A.    The Lenders have agreed to extend credit to the Company
on the terms and subject to the conditions set forth in the Deposit-Funded
Credit Agreement (such term and each other capitalized term used and not
otherwise defined herein having the meaning assigned to it in Article I). The
obligations of the Lenders to extend such credit are conditioned upon the
execution and delivery of this Agreement by the Company, the Subsidiary Grantors
and the Subsidiary Guarantors. The Subsidiary Grantors and Subsidiary Guarantors
are subsidiaries of the Company, will derive substantial benefits from the
extension of credit to the Company pursuant to the Deposit-Funded Credit
Agreement and are willing to execute and deliver this Agreement in order to
induce the Lenders to extend such credit.

                  B.    The Deposit-Funded Credit Agreement will refinance the
US Revolving Facility Agreement. The US Revolving Facility Obligations, together
with the obligations of the Company and the Subsidiaries under the New
Facilities Credit Agreements and certain other obligations, are secured under
the Master Guarantee and Collateral Agreement and the "Other Security
Documents", as defined therein.

                  C.    The Master Guarantee and Collateral Agreement sets forth
the relative priorities of the Liens securing the US Revolving Facility
Obligations and the other obligations secured thereby. Section 11.04 of the
Master Guarantee and Collateral Agreement provides, inter alia, that in the
event the US Revolving Facility Obligations are refinanced, all Liens that under
the terms of the Master Guarantee and Collateral Agreement are junior and
subordinate to the Liens securing the US Revolving Facility Obligations shall,
without any further action or consent by any secured party, be equally junior
and subordinated to the Liens securing the refinancing obligations.

                  D.    Each of the New Facilities Credit Agreements requires
that in the event the US Revolving Facility Obligations are refinanced, the
holders of the refinancing obligations or an agent acting on their behalf
execute an agreement subordinating the liens securing such refinancing
obligations to certain Liens that under the terms of the Master Guarantee and
Collateral Agreement are senior to the Liens securing the US Revolving Facility
Obligations.

                  E.    The parties hereto have agreed, in accordance with
Section 11.04 of the Master Guarantee and Collateral Agreement and the
requirements of the New Facilities Credit Agreements, that the Obligations will
be secured by Liens on the Collateral that secured the US Revolving Facility
Obligations, and that the Liens securing the Obligations will have the same
priorities relative to the other Liens created under or governed by the Master
Guarantee and Collateral Agreement as the Liens that secured the US Revolving
Facility Obligations.



                  F.    The Obligations have been designated as "Designated
Senior Obligations" under the Lien Subordination and Intercreditor Agreement,
and the Liens securing the Obligations are accordingly senior to the Liens
securing the Junior Obligations (as defined in the Lien Subordination and
Intercreditor Agreement) on the terms set forth in the Lien Subordination and
Intercreditor Agreement.

                  Accordingly, the parties hereto agree as follows:

                                   ARTICLE I

                                   Definitions

                  SECTION 1.01. Certain Defined Terms. (a) All terms defined in
the New York UCC (as defined herein) and not defined in this Agreement have the
meanings specified therein; the term "instrument" shall have the meaning
specified in Article 9 of the New York UCC.

                  (b) All terms defined in the Deposit-Funded Credit Agreement
and not defined in this Agreement have the meanings specified therein. The rules
of construction specified in Section 1.04 of the Deposit-Funded Credit Agreement
shall also apply to this Agreement; provided, that any reference herein to the
Master Guarantee and Collateral Agreement or to any "Other Security Document",
as defined therein shall not be deemed to include any amendment to or
modification of such agreement after the date hereof that would adversely affect
any rights or interests of the Secured Parties unless such amendment or
modification shall have been approved in writing by the Majority Lenders.

                  As used in this Agreement, the following terms have the
meanings specified below:

                  "ABL Facilities Agreement" means the Term Loan and Revolving
Credit Agreement dated as of March 31, 2003, among the Company, certain lenders,
JPMCB, as administrative agent, Citicorp USA Inc., as syndication agent, and
Bank of America, N.A. and The CIT Group/Business Credit, Inc., as documentation
agents, as amended by the First Amendment thereto dated as of February 19, 2004,
and as further amended from time to time.

                  "ABL Facilities Collateral" means any and all of the following
assets and properties now owned or at any time hereafter acquired by any Grantor
or in which such Grantor now has or at any time in the future may acquire any
right, title or interest: (a) all Accounts; (b) all Chattel Paper; (c) all
Deposit Accounts (and all cash, checks and other negotiable instruments, funds
and other evidences of payment held therein); (d) all Inventory; (e) to the
extent evidencing, governing, securing or otherwise related to the items
referred to in the preceding clauses (a), (b), (c) and (d), all Documents,
General Intangibles (other than Intellectual Property and, in the case of any
Grantor that is organized under the laws of Canada or one or more provinces
thereof, indemnification claims, contract rights (including rights under leases,
whether entered into as lessor or lessee, Swap Agreements and other agreements),
goodwill, registrations

                                       2


and franchises), Instruments, Investment Property (other than (i) Pledged Equity
Interests, (ii) Equity Interests in Luxembourg Finance, (iii) the Equity
Interests described in clauses (b), (c) and (d) of the definition of Excluded
Equity Interests and (iv) Proceeds in respect of Equity Interests described in
clauses (i), (ii) and (iii)) and Letter of Credit Rights; (f) all books and
records related to the foregoing; and (g) all Proceeds of any and all of the
foregoing and all collateral security and guarantees given by any Person with
respect to any of the foregoing. Notwithstanding the foregoing, any cash
deposited to collateralize Letter of Credit reimbursement obligations pursuant
to the Deposit-Funded Credit Agreement will constitute US Facilities Article 9
Collateral and not ABL Facilities Collateral.

                  "ABL Facilities Junior Liens" means all Liens on the ABL
Facilities Collateral securing the Obligations.

                  "ABL Facilities Mortgages" means the "Mortgages" under and as
defined in the ABL Facilities Agreement.

                  "Acceptable Financing" means a credit facility extended to the
Company as a debtor-in-possession in a proceeding commenced by or against the
Company under the Bankruptcy Code that (a) replaces and results in the payment
of all amounts outstanding or owed to the lenders under the ABL Facilities
Agreement at the time of the first extension of credit under such credit
facility made following the entry of a final order approving such credit
facility, (b) is arranged by J.P. Morgan Securities Inc. (or, if J.P. Morgan
Securities Inc. shall elect not to arrange such credit facility, another
recognized provider of debtor-in-possession financings for substantial corporate
debtors that shall be a Lender under the Deposit-Funded Credit Agreement) and
(c) provides for extensions of credit in an aggregate amount not in excess of
the greater of (i) $1,950,000,000 and (ii) the amount available to be borrowed
from time to time under the Borrowing Base under and as defined in the ABL
Facilities Agreement as in effect at the commencement of such proceeding.

                  "Account Debtor" means any Person who is or who may become
obligated to any Grantor under, with respect to or on account of an Account.

                  "Additional Subsidiary Agreement" has the meaning assigned to
such term in Section 11.14.

                  "Agreement" means this Guarantee and Collateral Agreement.

                  "Aircraft" means all airships, airplanes, helicopters and
other aircraft owned on the date hereof or hereafter acquired by any Grantor,
including those listed on Schedule I hereto, as updated from time to time
pursuant to Section 4.04(c).

                  "Aircraft Collateral" means the Aircraft, Aircraft Parts and
Aircraft Log Books.

                                       3


                  "Aircraft Log Books" means any and all log books, maintenance
records, airworthiness certificates, registration documents and other records
and documents relating to the Aircraft or Aircraft Parts.

                  "Aircraft Parts" means all engines and propellers (whether or
not affixed to any Aircraft) owned by any US Facilities Grantor and used or
intended for use in connection with the Aircraft, and all avionics equipment,
radio equipment, navigation equipment, radar equipment and other equipment,
appliances, accessories and accessions used or intended for use in connection
with the Aircraft.

                  "Applicable Collateral Agent Obligations" has the meaning
assigned to such term in the Master Guarantee and Collateral Agreement.

                  "Applicable Senior Lien Collateral Agent" means, as to any
Applicable Senior Lien, any collateral agent for the holders of the obligations
secured by such Applicable Senior Lien.

                  "Applicable Senior Liens" means (a) as to the ABL Facilities
Junior Liens, the Liens on the ABL Facilities Collateral securing the ABL
Facilities Obligations and the Applicable Collateral Agent Obligations and (b)
as to the Luxembourg Finance Junior Liens, the Liens on the Luxembourg Finance
Pledged Collateral securing the European Facilities Obligations and the
Applicable Collateral Agent Obligations.

                  "Applicable Senior Obligations" means, as to any Obligations
secured by Junior Liens, the obligations secured by the Applicable Senior Liens.

                  "Article 9 Collateral" means the ABL Facilities Collateral and
the US Facilities Article 9 Collateral.

                  "Bankruptcy Code" means Title 11 of the U.S. Code.

                  "Canadian Intellectual Property Collateral" has the meaning
assigned to such term in the Master Guarantee and Collateral Agreement.

                  "Canadian Security Agreements" means the Canadian Guarantee
and Collateral Agreement dated as of the date hereof, between Goodyear Canada
Inc. and the Collateral Agent, and the Quebec Hypothec (as defined in the
Canadian Guarantee and Collateral Agreement.

                  "Claiming Party" has the meaning assigned to such term in
Section 7.02.

                  "Collateral" means the Pledged Collateral, the Luxembourg
Finance Pledged Collateral, the Article 9 Collateral and the Mortgaged
Collateral.

                  "Collateral Proceeds Account" means a deposit account
maintained at JPMorgan Chase Bank, as Collateral Agent, for the benefit of the
Secured Parties, and any successor account maintained with the Collateral Agent.

                                       4


                  "Consent Asset" means any asset or right of a Grantor the
creation of a security interest in which would be prohibited by or not be
effective under applicable law or would violate or result in a default under any
agreement or instrument in effect on the date hereof (or in the case of any
future Grantor on the date it becomes a Grantor) between such Grantor and any
Person other than (a) the Company, (b) any Wholly Owned Subsidiary or (c) any
Subsidiary that is not a Wholly Owned Subsidiary unless the waiver of such
default or violation would require the consent of any Person other than the
Company or another Subsidiary; provided that no asset or right shall be a
Consent Asset to the extent that Section 9-406, 9-407, 9-408 or 9-409 of the
Uniform Commercial Code as in effect in the applicable jurisdiction, or any
other law of the applicable jurisdiction, shall permit (and excuse any default
or violation resulting from) the creation of a security interest in such asset
or right notwithstanding the provision of such agreement or instrument
prohibiting the creation of a security interest therein or shall render such
provision unenforceable.

                  "Consent Subsidiary" has the meaning assigned to such term in
the Deposit-Funded Credit Agreement.

                  "Control Notice" has the meaning assigned to such term or the
term "Shifting Control Notice" in each Lockbox Agreement.

                  "Contributing Party" has the meaning assigned to such term in
Section 7.02.

                  "Copyright License" means any written agreement, now or
hereafter in effect, granting any right to any third party under any copyright
now or hereafter owned by any Grantor or that such Grantor otherwise has the
right to license, or granting any right to any Grantor under any copyright now
or hereafter owned by any third party, and all rights of such Grantor under any
such agreement.

                  "Copyrights" means all of the following now owned or hereafter
acquired by any Grantor: (a) all copyright rights in any work subject to the
copyright laws of the United States or any other country, whether as author,
assignee, transferee or otherwise, and (b) all registrations and applications
for registration of any such copyright in the United States or any other
country, including registrations, recordings, supplemental registrations and
pending applications for registration in the United States Copyright Office.

                  "Credit Document" means the "Credit Documents" under and as
defined in the Deposit-Funded Credit Agreement.

                  "Credit Parties" means the Company and each Grantor and
Guarantor.

                  "Deposit Account Institution" means each financial institution
at which a Deposit Account in the Lockbox System is maintained.

                  "Deposit-Funded Credit Agreement" means the Deposit-Funded
Credit Agreement dated as of August 17, 2004, among the Company, certain
lenders, JPMCB,

                                       5


as administrative agent, and BNP Paribas, as syndication agent, as amended from
time to time.

                  "Equity Interests" means shares of capital stock, partnership
interests, membership interests in limited liability companies, beneficial
interests in trusts or other equity ownership interests in any Persons, and any
warrants, options or other rights entitling the holders thereof to purchase or
acquire any such equity interests.

                  "European Facilities Agreement" means the $650,000,000 Term
Loan and Revolving Credit Agreement dated as of March 31, 2003, among the JV,
the other borrowers thereunder, certain lenders, JPMCB, as administrative agent,
and Deutsche Bank AG, as syndication agent, as amended by the First Amendment
thereto dated as of February 19, 2004, and as further amended from time to time.

                  "Excluded Equity Interests" means (a) Equity Interests in any
Subsidiary with consolidated assets not greater than $10,000,000 as of June 30,
2004, or as of the end of the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 5.01(a) or (b) of the
Deposit-Funded Credit Agreement, (b) Equity Interests in any Consent Subsidiary,
(c) Equity Interests in Goodyear Canada Inc. and Goodyear S.A. and (d) Equity
Interests in any Foreign Subsidiary with respect to which a Financial Officer
has delivered a certificate in accordance with clause (B) of the proviso in
Section 5.08(b) of the Deposit-Funded Credit Agreement.

                  "Excluded Operating Account" means payroll and other operating
accounts of the Company or any other Grantor that are not used to receive (a)
payments from any Account Debtor in respect of Accounts or (b) payments in
respect of Inventory, and containing only such amounts as are required in the
Company's or such other Grantor's good faith judgment for near-term operational
purposes.

                  "FAA" means the Federal Aviation Administration or the United
States Department of Transportation or both, as the context may require, or any
successors thereto.

                  "Federal Securities Laws" has the meaning assigned to such
term in Section 6.05.

                  "Foreign Pledge Agreements" has the meaning assigned to such
term in the Deposit-Funded Credit Agreement.

                  "Foreign Subsidiary" means any Subsidiary organized under the
laws of a jurisdiction other than the United States or any of its territories or
possessions or any political subdivision thereof.

                  "General Intangibles" means, as to any Grantor, all choses in
action and causes of action and all other intangible personal property of every
kind and nature (other than Accounts) now owned or hereafter acquired by such
Grantor, including to the extent relevant corporate or other business records,
indemnification claims, contract rights (including rights under leases, whether
entered into as lessor or lessee, Swap Agreements

                                       6


and other agreements), Intellectual Property, goodwill, registrations,
franchises, tax refund claims and any letter of credit, guarantee, claim,
security interest or other security held by or granted to such Grantor to secure
payment by an Account Debtor of any Accounts.

                  "Goodyear Venezuela Transaction" means the sale of up to 14%
of the Equity Interests of C.A. Goodyear de Venezuela held by the Company to
Goodyear do Brasil Productos de Borraca Ltda. in a transaction permitted by the
Credit Agreements.

                  "Grantors" means the Company and the Subsidiary Grantors.

                  "Guarantors" means the Company and the Subsidiary Guarantors.

                  "Indemnified Party" has the meaning assigned to such term in
Section 8.04.

                  "Indenture Basket" means 15% of the Shareholders' Equity of
the Company (as defined in the Indentures), as at the last day of the most
recently ended fiscal quarter of the Company as of the date hereof, as reported
on the applicable consolidated balance sheet of the Company.

                  "Indenture Properties" means the "Restricted Property" (as
defined in the Indentures) of the Company and each "Restricted Subsidiary" (as
defined in the Indentures).

                  "Indentures" means (a) the Indenture dated as of March 15,
1996, between the Company and Chemical Bank, as trustee, (b) the Indenture dated
as of March 1, 1999, between the Company and The Chase Manhattan Bank, as
trustee, and (c) the Indenture dated as of June 1, 2002, between the Company and
JPMCB, as trustee.

                  "Intellectual Property" means, as to any Grantor, all
intellectual and similar property of every kind and nature now owned or
hereafter acquired by such Grantor, including inventions, designs, Patents,
Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary
technical and business information, know-how, show-how or other data or
information, software and databases and all embodiments or fixations thereof and
related documentation, registrations and franchises, and all additions,
improvements and accessions to, and books and records describing or used in
connection with, any of the foregoing.

                  "Intercompany Indebtedness" means any Indebtedness of the
Company or any Subsidiary to the Company or any other Subsidiary.

                  "Intercompany Obligor" means, with respect to any Intercompany
Indebtedness, the obligor in respect of such Intercompany Indebtedness.

                  "Junior Liens" means the ABL Facilities Junior Liens and the
Luxembourg Finance Junior Liens.

                                       7


                  "JPMCB" means JPMorgan Chase Bank and its successors.

                  "JV" means Goodyear Dunlop Tires Europe B.V., a Subsidiary
organized in the Netherlands and a joint venture of the Company and Sumitomo
Rubber Industries.

                  "Lenders" means, collectively, the "Lenders" under and as
defined in the Deposit-Funded Credit Agreement.

                  "License" means any Patent License, Trademark License,
Copyright License or other license or sublicense agreement to which any Grantor
is a party.

                  "Lien Subordination and Intercreditor Agreement" means the
Lien Subordination and Intercreditor Agreement dated as of March 12, 2004, among
JPMCB, as Collateral Agent under the New Facilities Credit Agreements and,
pursuant to an Accession Agreement being delivered under Section 4.01 thereof,
the Deposit-Funded Credit Agreement, Wilmington Trust Company, as collateral
agent for holders of the Initial Junior Indebtedness, as defined therein, the
Company and the subsidiaries of the Company named therein, as amended from time
to time.

                  "Local Collection Account" means a deposit account of a
Grantor not subject to the control of the Collateral Agent pursuant to the
Lockbox System; provided that (a) such account shall not receive any payments in
respect of Accounts or Inventory other than that generated or sold by Goodyear's
retail or Wingfoot divisions and (b) the applicable Grantor shall have
irrevocably instructed the Deposit Account Institution at which such deposit
account is maintained to remit all funds on deposit in such deposit account to a
Deposit Account in the Lockbox System periodically, and in no event less
frequently than weekly, such instructions to be given (i) in the case of a Local
Collection Account in existence on the Effective Date, no later than 45 days
after the Effective Date and (ii) in the case of a Local Collection Account
opened after the Effective Date, as promptly as practicable (and in no event
later than 10 Business Days) after the opening of such Local Collection Account.

                  "Lockbox Agreement" means a Lockbox Agreement in a form
approved by the Collateral Agent, among a Grantor, the Collateral Agent and a
Deposit Account Institution.

                  "Lockbox System" has the meaning assigned to such term in
Section 4.07.

                  "Luxembourg Finance" means Goodyear Finance Holding S.A.

                  "Luxembourg Finance Junior Liens" means all Liens on the
Luxembourg Finance Pledged Collateral securing the Obligations.

                  "Luxembourg Finance Pledge Agreement" means the pledge over
shares of Goodyear Finance Holding S.A. between the Company, Goodyear
International Corporation and the Collateral Agent to be entered into on or
around August 17, 2004, as amended from time to time.

                                       8


                  "Luxembourg Finance Pledged Collateral" means all the
Company's right, title and interest in, to and under (a) the Equity Interests in
Luxembourg Finance owned by it on the date hereof or obtained by it in the
future, (b) subject to the provisions of the Luxembourg Finance Pledge
Agreement, all payments of dividends, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of, in
exchange for or upon the conversion of, and all other Proceeds received in
respect of, such Equity Interests; (c) subject to the provisions of the
Luxembourg Finance Pledge Agreement, all rights and privileges of the Company
with respect to the securities and other property referred to in clauses (a) and
(b) above; and (d) all Proceeds of any of the foregoing; provided that the
Luxembourg Finance Pledged Collateral shall not include more than 65% of the
issued and outstanding Equity Interests of Luxembourg Finance.

                  "Master Guarantee and Collateral Agreement" means the Master
Guarantee and Collateral Agreement dated as of March 31, 2003, as Amended and
Restated as of February 20, 2004, among the Company, the Subsidiary Guarantors,
the Grantors, certain other Subsidiaries and JPMCB, in its capacity as
Collateral Agent under the New Facilities Credit Agreements.

                  "Material Intellectual Property" means "Material Intellectual
Property" under and as defined in the Deposit-Funded Credit Agreement.

                  "Mortgaged Properties" means the properties subject to the
Mortgages.

                  "Mortgages" means the "Mortgages" under and as defined in the
Deposit-Funded Credit Agreement.

                  "New Facilities Credit Agreements" means the European
Facilities Agreement and the ABL Facilities Agreement.

                  "New York UCC" means the Uniform Commercial Code as from time
to time in effect in the State of New York.

                  "Obligations" means the "Obligations" under and as defined in
the Deposit-Funded Credit Agreement.

                  "Other Security Documents" means the Luxembourg Finance Pledge
Agreement, the Canadian Security Agreements, the Foreign Pledge Agreements and
the Mortgages.

                  "Patent License" means any written agreement, now or hereafter
in effect, granting to any third party any right to make, use or sell any
invention on which a patent, now or hereafter owned by any Grantor or that any
Grantor otherwise has the right to license, is in existence, or granting to any
Grantor any right to make, use or sell any invention on which a patent, now or
hereafter owned by any third party, is in existence, and all rights of any such
Grantor under any such agreement.

                                       9


                  "Patents" means all of the following now owned or hereafter
acquired by any Grantor: (a) all letters patent of the United States or the
equivalent thereof in any other country, all registrations and recordings
thereof, and all applications for letters patent of the United States or the
equivalent thereof in any other country, including registrations, recordings and
pending applications in the United States Patent and Trademark Office or any
similar offices in any other country, including those listed on Schedule II to
the Perfection Certificate, as updated from time to time pursuant to Section
4.04(c), and (b) all reissues, continuations, divisions, continuations-in-part,
renewals or extensions thereof, and the inventions disclosed or claimed therein,
including the right to make, use and/or sell the inventions disclosed or claimed
therein.

                  "Perfection Certificate" means a certificate substantially in
the form of Exhibit I.

                  "Pledged Collateral" means (a) the Pledged Equity Interests,
(b) the Pledged Debt Securities, (c) subject to Section 3.02, all payments of
principal or interest, dividends, cash, instruments and other property from time
to time received, receivable or otherwise distributed in respect of, in exchange
for or upon the conversion of, and all other Proceeds received in respect of,
the securities referred to in the preceding clauses (a) and (b); (d) subject to
Section 3.02, all rights and privileges of each Grantor with respect to the
securities and other property referred to in clauses (a), (b) and (c) above; and
(e) all Proceeds of any of the foregoing.

                  "Pledged Debt Securities" means all debt securities (as
defined in Article 8 of the New York UCC) owned by any Grantor on the date
hereof or obtained by it in the future, and any promissory notes or other
instruments evidencing any such debt securities.

                  "Pledged Equity Interests" means all Equity Interests in
Subsidiaries (other than Luxembourg Finance and Excluded Equity Interests) owned
by any Grantor on the date hereof or obtained or owned by it in the future, and
the certificates representing all the foregoing Equity Interests, including the
Equity Interests listed on Schedule 3A to the Perfection Certificate, as updated
from time to time pursuant to Section 4.04(c); provided that the Pledged Equity
Interests shall not include more than 65% of the issued and outstanding Equity
Interests of any Foreign Subsidiary.

                  "RBC Deposit Account" means the Deposit Account maintained
with The Royal Bank of Canada, with respect to which a Lockbox Agreement shall
have been executed by the applicable ABL Facilities Grantor and The Royal Bank
of Canada.

                  "Secured Parties" means the "Secured Parties" under and as
defined in the Deposit-Funded Credit Agreement.

                  "Security Documents" means this Agreement and the Other
Security Documents.

                                       10


                  "Subsidiary Grantors" means each Subsidiary that is listed
under the heading "Grantor" on the signature pages hereto or that becomes a
Grantor pursuant to Section 11.14.

                  "Subsidiary Guarantors" means each Subsidiary that is listed
under the heading "Guarantor" on the signature pages hereto or that becomes a
Guarantor pursuant to Section 11.14.

                  "Swiss Franc Bond Agreement" means the Bond Agreement dated as
of March 17, 1986, between the Company and Union Bank of Switzerland, Credit
Suisse, Morgan Stanley S.A. and Swiss Bank Corporation, as in effect on the date
hereof.

                  "Swiss Franc Obligations" means the "Bonds", as defined in the
Swiss Franc Bond Agreement.

                  "Trademark License" means any written agreement, now or
hereafter in effect, granting to any third party any right to use any trademark
now or hereafter owned by any Grantor or that any such Grantor otherwise has the
right to license, or granting to any Grantor any right to use any trademark now
or hereafter owned by any third party, and all rights of any such Grantor under
any such agreement.

                  "Trademarks" means all of the following now owned or hereafter
acquired by any Grantor: (a) all trademarks, service marks, trade names,
corporate names, company names, business names, fictitious business names, trade
styles, trade dress, logos, other source or business identifiers, designs and
general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all registration and
recording applications filed in connection therewith, including registrations
and registration applications in the United States Patent and Trademark Office
or any similar offices in any State of the United States or any other country or
any political subdivision thereof, and all extensions or renewals thereof,
including those listed on Schedule II to the Perfection Certificate, as updated
from time to time pursuant to Section 4.04(c), (b) all goodwill associated
therewith or symbolized thereby and (c) all other assets, rights and interests
that uniquely reflect or embody such goodwill.

                  " US Facilities Article 9 Collateral" means any and all of the
following assets and properties now owned or at any time hereafter acquired by
any Grantor or in which such Grantor now has or at any time in the future may
acquire any right, title or interest: (a) all Documents; (b) all Equipment
(other than fixtures to real property not constituting Mortgaged Properties);
(c) all General Intangibles; (d) all Instruments; (e) all Investment Property
(other than (i) Pledged Equity Interests, (ii) Equity Interests in Luxembourg
Finance, (iii) the Equity Interests described in clauses (b), (c) and (d) of the
definition of Excluded Equity Interests and (iv) Proceeds in respect of Equity
Interests described in clauses (i), (ii) and (iii)); (f) all Letter-of-Credit
rights; (g) all books and records pertaining to any of the foregoing; (h) all
Aircraft Collateral; (i) all cash deposited to collateralize Letter of Credit
reimbursement obligations pursuant to the Deposit-Funded Credit Agreement and
(j) to the extent not otherwise included, all

                                       11


Proceeds and products of any and all of the foregoing and all collateral
security and guarantees given by any Person with respect to any of the
foregoing; provided, however, that, notwithstanding any of the foregoing
provisions of this definition, the Article 9 Collateral shall not include (i)
any ABL Facilities Collateral, (ii) Consent Assets or (iii) more than 65% of the
issued and outstanding Equity Interests of Luxembourg Finance.

                  "US Revolving Facility Agreement" means the $750,000,000
Amended and Restated Revolving Credit Agreement dated as of March 31, 2003,
among the Company, certain lenders and JPMCB, as administrative agent, as
amended by the First Amendment thereto dated as of February 19, 2004.

                  "US Revolving Facility Obligations" means the "Obligations"
under and as defined in the US Revolving Facility Agreement.

                                   ARTICLE II

                                   Guarantees

                  SECTION 2.01. Guarantees. Each Guarantor irrevocably and
unconditionally guarantees, as a primary obligor and not merely as a surety, the
due and punctual payment and performance of the Obligations, jointly with the
other Guarantors and severally. Each of the Guarantors further agrees that the
Obligations may be extended or renewed, in whole or in part, without notice to
or further assent from it, and that it will remain bound upon its guarantee
notwithstanding any extension or renewal of any Obligation. Each of the
Guarantors waives presentment to, demand of payment from and protest to the
Company or any other Credit Party of any of the Obligations, and also waives
notice of acceptance of its guarantee, notice of protest for nonpayment and all
similar formalities.

                  SECTION 2.02. Guarantee of Payment. Each of the Guarantors
further agrees that its guarantee hereunder constitutes a guarantee of payment
when due and not of collection, and waives any right to require that any resort
be had by the Collateral Agent or any other Secured Party to any security held
for the payment of the Obligations or to any balance of any deposit account or
credit on the books of the Collateral Agent or any other Secured Party in favor
of the Company or any other Person.

                  SECTION 2.03. No Limitations. (a) Except for termination of a
Guarantor's obligations hereunder as expressly provided in Section 11.13, the
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense or set-off, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
each Guarantor hereunder shall not be discharged or impaired or otherwise
affected by (i) the failure of the Collateral Agent or any other Secured Party
to assert any claim or demand or to enforce any right or remedy under the

                                       12


provisions of any Credit Document or otherwise; (ii) any rescission, waiver,
amendment or modification of, or any release from any of the terms or provisions
of, any Credit Document or any other agreement, including with respect to any
other Guarantor under this Agreement; (iii) the release of any security held by
the Collateral Agent or any other Secured Party for the Obligations; (iv) any
default, failure or delay, wilful or otherwise, in the performance of the
Obligations; or (v) any other act or omission that may or might in any manner or
to any extent vary the risk of such Guarantor or otherwise operate as a
discharge of such Guarantor as a matter of law or equity (other than the
indefeasible payment in full in cash of all the Obligations). Each Guarantor
expressly authorizes the Secured Parties to take and hold security for the
payment and performance of the Obligations, to exchange, waive or release any or
all such security (with or without consideration), to enforce or apply such
security and direct the order and manner of any sale thereof in their sole
discretion or to release or substitute any one or more other guarantors or
obligors upon or in respect of the Obligations, all without affecting the
obligations of such Guarantor hereunder.

                  (b) To the fullest extent permitted by applicable law, each
Guarantor waives any defense based on or arising out of any defense of the
Company or any other Credit Party or the unenforceability of the Obligations or
any part thereof from any cause, or the cessation from any cause of the
liability of the Company or any other Credit Party, other than the indefeasible
payment in full in cash of all the Obligations. The Collateral Agent and the
other Secured Parties may, at their election, foreclose on any security held by
one or more of them by one or more judicial or nonjudicial sales, accept an
assignment of any such security in lieu of foreclosure, compromise or adjust any
part of the Obligations, make any other accommodation with the Company or any
other Credit Party or exercise any other right or remedy available to them
against the Company or any other Credit Party, in each case without affecting or
impairing in any way the liability of any Guarantor hereunder except to the
extent the Obligations have been fully and indefeasibly paid in full in cash. To
the fullest extent permitted by applicable law, each Guarantor waives any
defense arising out of any such election even though such election operates,
pursuant to applicable law, to impair or to extinguish any right of
reimbursement or subrogation or other right or remedy of such Guarantor against
the Company or any other Credit Party, as the case may be, or any security.

                  SECTION 2.04. Reinstatement. Each of the Guarantors agrees
that its guarantee hereunder shall continue to be effective or be reinstated, as
the case may be, if at any time payment, or any part thereof, of any Obligation
is rescinded or must otherwise be restored by the Collateral Agent or any other
Secured Party upon the bankruptcy or reorganization of the Company, any other
Credit Party or otherwise.

                  SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of
the foregoing and not in limitation of any other right that the Collateral Agent
or any other Secured Party has at law or in equity against any Guarantor by
virtue hereof, upon the failure of the Company or any other Credit Party to pay
any Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, such Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Collateral Agent
for distribution to the applicable Secured Parties in cash the

                                       13


amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to
the Collateral Agent as provided above, all rights of such Guarantor against the
Company or any other Credit Party arising as a result thereof by way of right of
subrogation, contribution, reimbursement, indemnity or otherwise shall in all
respects be subordinate to the Obligations of the Company or such Credit Party
on the terms set forth in Article X.

                  SECTION 2.06. Information. Each Guarantor assumes all
responsibility for being and keeping itself informed of the Company's and each
other Credit Party's financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Obligations and the
nature, scope and extent of the risks that such Guarantor assumes and incurs
hereunder, and agrees that none of the Collateral Agent or the other Secured
Parties will have any duty to advise such Guarantor of information known to it
or any of them regarding such circumstances or risks.

                                  ARTICLE III

                              Pledge of Securities

                  SECTION 3.01. Pledge. As security for the payment or
performance, as the case may be, in full of the Obligations, each Grantor hereby
grants to the Collateral Agent, its successors and assigns a security interest
in all such Grantor's right, title and interest in, to and under the Pledged
Collateral, to have and to hold all such Pledged Collateral, together with all
right, title, interest, powers, privileges and preferences pertaining or
incidental thereto, for the benefit of the Secured Parties; subject, however, to
the terms, covenants and conditions hereinafter set forth.

                  SECTION 3.02. Voting Rights; Dividends and Interest. (a)
Unless and until an Event of Default shall have occurred and be continuing and
the Collateral Agent shall have notified the Grantors that their rights under
this Section 3.02 are being suspended:

                        (i) Each Grantor shall be entitled to exercise any and
                  all voting and/or other rights and powers inuring to an owner
                  of Pledged Collateral or any part thereof for any purpose
                  consistent with the terms of this Agreement and the Credit
                  Agreements, including the right to sell or otherwise transfer
                  such Pledged Collateral in accordance with the terms of the
                  Deposit-Funded Credit Agreement.

                        (ii) The Collateral Agent shall execute and deliver to
                  each Grantor, or cause to be executed and delivered to such
                  Grantor, all such proxies, powers of attorney, certificates
                  and other instruments as such Grantor may reasonably request
                  for the purpose of enabling such Grantor to exercise the
                  voting and/or rights and powers it is entitled to exercise
                  pursuant to subparagraph (i) above.

                                       14


                        (iii) Each Grantor shall be entitled to receive and
                  retain any and all dividends, interest, principal and other
                  distributions paid on or distributed in respect of the Pledged
                  Collateral to the extent and only to the extent that such
                  dividends, interest, principal and other distributions are
                  permitted by, and otherwise paid or distributed in accordance
                  with, the terms and conditions of the Deposit-Funded Credit
                  Agreement, the other Credit Documents and applicable laws;
                  provided that any noncash dividends, interest, principal or
                  other distributions that would constitute Pledged Equity
                  Interests or Pledged Debt Securities, whether resulting from a
                  subdivision, combination or reclassification of the
                  outstanding Equity Interests of the issuer of any Pledged
                  Collateral or received in exchange for Pledged Collateral or
                  any part thereof, or in redemption thereof, or as a result of
                  any merger, consolidation, acquisition or other exchange of
                  assets to which such issuer may be a party or otherwise, shall
                  be and become part of the Pledged Collateral.

                  (b) Upon the occurrence and during the continuance of an Event
of Default, after the Collateral Agent shall have notified the Grantors of the
suspension of their rights under paragraph (a)(iii) of this Section, then all
rights of any Grantor to dividends, interest, principal or other distributions
that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of
this Section shall cease, and all such rights shall thereupon become vested in
the Collateral Agent, which shall have the sole and exclusive right and
authority to receive and retain such dividends, interest, principal or other
distributions. All dividends, interest, principal or other distributions
received by any Grantor contrary to the provisions of this Section shall be held
in trust for the benefit of the Collateral Agent, shall be segregated from other
property or funds of such Grantor and shall be forthwith delivered to the
Collateral Agent upon demand in the form in which so received (with any
necessary endorsement). Any and all money and other property paid over to or
received by the Collateral Agent pursuant to the provisions of this paragraph
(b) shall be retained by the Collateral Agent in an account to be established by
the Collateral Agent upon receipt of such money or other property and shall be
applied in accordance with the provisions of Section 6.03. After all Events of
Default have been cured or waived and the Company has delivered to the
Collateral Agent a certificate to that effect, the Collateral Agent shall
(subject to any applicable provisions of the Master Guarantee and Collateral
Agreement) promptly repay to each Grantor (without interest) all dividends,
interest, principal or other distributions that such Grantor would otherwise be
permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section
and that remain in such account.

                  (c) Upon the occurrence and during the continuance of an Event
of Default, after the Collateral Agent shall have notified the Grantors of the
suspension of their rights under paragraph (a)(i) of this Section, then all
rights of any Grantor to exercise the voting and consensual rights and powers it
is entitled to exercise pursuant to paragraph (a)(i) of this Section, and the
obligations of the Collateral Agent under paragraph (a)(ii) of this Section,
shall cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall have the sole and exclusive right and authority to exercise
such voting and consensual rights and powers; provided that, unless otherwise

                                       15


directed by the Majority Lenders under the Deposit-Funded Credit Agreement, the
Collateral Agent shall have the right from time to time following and during the
continuance of an Event of Default to permit the Grantors to exercise such
rights.

                  (d) Any notice given by the Collateral Agent to the Grantors
suspending their rights under paragraph (a) of this Section (i) may be given by
telephone if promptly confirmed in writing, (ii) may be given to one or more of
the Grantors at the same or different times and (iii) may suspend the rights of
the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without
suspending all such rights (as specified by the Collateral Agent in its sole and
absolute discretion) and without waiving or otherwise affecting the Collateral
Agent's rights to give additional notices from time to time suspending other
rights so long as an Event of Default has occurred and is continuing.

                                   ARTICLE IV

                     Security Interests in Personal Property

                  SECTION 4.01. Creation of Security Interests. (a) As security
for the payment or performance, as the case may be, in full of the Obligations,
each Grantor hereby grants to the Collateral Agent, its successors and assigns,
for the benefit of the Secured Parties, a security interest in all right, title
or interest in or to any and all the US Facilities Article 9 Collateral (other
than, in the case of the Company only, any such US Facilities Article 9
Collateral constituting a "manufacturing facility", as defined in the Swiss
Franc Bond Agreement) now owned or at any time hereafter acquired by such
Grantor or in which such Grantor now has or at any time in the future may
acquire any right, title or interest.

                  (b) As security for the payment or performance, as the case
may be, in full of the Obligations, the Company hereby grants to the Collateral
Agent, its successors and assigns, for the benefit of the Secured Parties, a
security interest in all right, title or interest in or to any and all the US
Facilities Article 9 Collateral constituting a "manufacturing facility", as
defined in the Swiss Franc Bond Agreement, now owned or at any time hereafter
acquired by it or in which it now has or at any time in the future may acquire
any right, title or interest. As provided in Section 11.04 of the Master
Guarantee and Collateral Agreement, the security interests and Liens created by
this paragraph and by the Mortgages shall have the same priorities (which may
differ as to different amounts of the Obligations secured thereby as provided in
the Master Guarantee and Collateral Agreement) as the security interests and
Liens that secured the US Revolving Facility Obligations relative to the other
security interests in and Liens on "manufacturing facilities" of the Company
(including the security interests securing Swiss Franc Obligations) created
under the Master Guarantee and Collateral Agreement and the "US Facilities
Mortgages" and "ABL Facilities Mortgages" (as such terms are defined in the
Master Guarantee and Collateral Agreement).

                  (c) As security for the payment or performance, as the case
may be, in full of the Obligations, each Grantor hereby grants to the Collateral
Agent, its successors and

                                       16


assigns, for the benefit of the Secured Parties, a security interest in, all
right, title or interest in or to any and all the ABL Facilities Collateral now
owned or at any time hereafter acquired by such Grantor or in which such Grantor
now has or at any time in the future may acquire any right, title or interest;
the Secured Parties agree that the foregoing assignment, pledge and grant shall
be on a junior basis and shall be subordinated as described in, and subject to,
Article IX.

                  (d) Notwithstanding anything in this Section or in any Other
Security Document to the contrary, the aggregate amount of the Obligations and
of the "Obligations" (as such term is defined in the Master Guarantee and
Collateral Agreement) secured by (i) the security interests granted under this
Section, (ii) the security interests granted under Section 4.01 of the Master
Guarantee and Collateral Agreement and (iii) the Liens created under the
Mortgages or under the "US Facilities Mortgages" or "ABL Facilities Mortgages"
(as such terms are defined in the Master Guarantee and Collateral Agreement), in
each case in or on the Indenture Properties, shall not exceed the Indenture
Basket (it being agreed that the obligations excluded by this paragraph and
paragraph (m) of Section 4.01 of the Master Guarantee and Collateral Agreement
from the benefits of such security interests in and Liens on the Indenture
Properties will be determined based on the priority of the security interests
and Liens securing the applicable obligations as set forth herein and in the
Master Guarantee and Collateral Agreement (including Section 11.04 thereof),
with the obligations secured by the most junior security interests and Liens
being the first excluded).

                  (e) The security interests granted under this Section are
granted as security only and shall not subject the Collateral Agent or any other
Secured Party to, or in any way alter or modify, any obligation or liability of
any Grantor with respect to or arising out of the Article 9 Collateral.

                  SECTION 4.02. Certain Filings. (a) Each Grantor hereby
irrevocably authorizes the Collateral Agent at any time and from time to time to
file in any relevant jurisdiction any initial financing statements (including
fixture filings) with respect to the Article 9 Collateral of such Grantor or any
part thereof and amendments thereto that contain the information required by
Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the
filing of any financing statement or amendment, including (i) whether such
Grantor is an organization, the jurisdiction in which it is organized, the type
of organization and any organizational identification number issued to such
Grantor and (ii) in the case of a financing statement filed as a fixture filing,
a sufficient description of the real property to which such Article 9 Collateral
relates. Each Grantor agrees to provide such information to the Collateral Agent
promptly upon request. Each Grantor also ratifies its authorization for the
Collateral Agent to file in any relevant jurisdiction any initial financing
statements or amendments thereto if filed prior to the date hereof.

                  (b) The Collateral Agent is further authorized to file with
the United States Patent and Trademark Office or United States Copyright Office
(or any successor office or any similar office in any other country) such
documents as may be necessary or advisable for the purpose of perfecting,
confirming, continuing, enforcing or protecting

                                       17


any security interest granted by any Grantor in any Material Intellectual
Property, without the signature of such Grantor, and naming such Grantor or the
Grantors as debtors and the Collateral Agent as secured party.

                  SECTION 4.03. Representations and Warranties. The Grantors
jointly and severally represent and warrant to the Collateral Agent and the
Secured Parties that each Grantor has good and valid rights (including ownership
rights) in the material Article 9 Collateral with respect to which it has
purported to grant a security interest hereunder.

                  SECTION 4.04. Covenants. (a) Each Grantor agrees promptly (and
in any event within 30 days) to notify the Collateral Agent in writing of any
change (i) in its corporate name, (ii) in the location of its chief executive
office, (iii) in its identity or type of organization or corporate structure,
(iv) in its Federal Taxpayer Identification Number or organizational
identification number or (v) in its jurisdiction of organization. Each Grantor
agrees promptly to provide the Collateral Agent with certified organizational
documents reflecting any of the changes described in the first sentence of this
paragraph.

                  (b) Each Grantor agrees to maintain, at its own cost and
expense, such complete and accurate records with respect to the Article 9
Collateral owned by it as shall be consistent with its current practices and in
accordance with such prudent and standard practices used in industries that are
the same as or similar to those in which such Grantor is engaged, but in any
event to include complete accounting records indicating all payments and
proceeds received with respect to any part of the Article 9 Collateral, and, at
such time or times as the Collateral Agent may reasonably request, promptly to
prepare and deliver to the Collateral Agent schedules in form and detail
reasonably satisfactory to the Collateral Agent showing the identity, amount and
location of any specified Article 9 Collateral.

                  (c) Each year, at the time of delivery of annual financial
statements of the Company with respect to the preceding fiscal year pursuant to
each Credit Agreement, the Company shall deliver to the Collateral Agent a
certificate executed on behalf of the Company by a Financial Officer and a legal
officer of the Company setting forth the information required pursuant to the
Perfection Certificate (including the Schedules thereto) or confirming that
there has been no change in such information since the date of such certificate
or the date of the most recent certificate delivered pursuant to this paragraph,
and setting forth for any Aircraft owned by any Grantor and not already listed
on Schedule I hereto information sufficient to permit the Collateral Agent to
file notices of its security interests in such Aircraft with the Federal
Aviation Administration, including the model number, the tail number, the name,
the serial number and the location of such Aircraft (and Schedule I shall be
automatically updated to list any Aircraft identified in any such certificate).

                  (d) The Collateral Agent and such Persons as the Collateral
Agent may reasonably designate shall have the right, at the Grantors' own cost
and expense, to inspect the Article 9 Collateral and the premises upon which any
of the Article 9 Collateral is located and to verify under reasonable
procedures, in accordance with the

                                       18


provisions of the Deposit-Funded Credit Agreement, the validity, amount,
quality, quantity, value, condition and status of, or any other matter relating
to, the Article 9 Collateral, including, only after the occurrence and during
the continuance of an Event of Default, in the case of Accounts or Article 9
Collateral in the possession of any third person, by contacting Account Debtors
or the third person possessing such Article 9 Collateral for the purpose of
making such a verification. The Collateral Agent shall have the absolute right
to share any information it gains from such inspection or verification with any
Secured Party.

                  (e) At its option, the Collateral Agent may discharge past due
taxes, assessments, charges, fees, Liens, security interests or other
encumbrances at any time levied or placed on the Article 9 Collateral and not
permitted pursuant to the Deposit-Funded Credit Agreement, and may pay for the
maintenance and preservation of the Article 9 Collateral to the extent any
Grantor fails to do so as required by the Deposit-Funded Credit Agreement or
this Agreement, and each Grantor jointly and severally agrees to reimburse the
Collateral Agent on demand for any payment made or any expense incurred by the
Collateral Agent pursuant to the foregoing authorization; provided that nothing
in this paragraph shall be interpreted as excusing any Grantor from the
performance of, or imposing any obligation on the Collateral Agent or any
Secured Party to perform, any covenants or other promises of any Grantor with
respect to taxes, assessments, charges, fees, Liens, security interests or other
encumbrances and maintenance as set forth herein or in the other Credit
Documents.

                  (f) The Grantors, at their own expense, shall maintain or
cause to be maintained insurance covering physical loss or damage to the
Inventory and Equipment included in the Article 9 Collateral in accordance with
the requirements set forth in the Deposit-Funded Credit Agreement. Each Grantor
irrevocably makes, constitutes and appoints the Collateral Agent (and all
officers, employees or agents designated by the Collateral Agent) as such
Grantor's true and lawful agent (and attorney-in-fact) for the purpose, during
the continuance of an Event of Default, of making, settling and adjusting claims
in respect of Article 9 Collateral under policies of insurance, endorsing the
name of such Grantor on any check, draft, instrument or other item of payment
for the proceeds of such policies of insurance and for making all determinations
and decisions with respect thereto. In the event that any Grantor at any time or
times shall fail to obtain or maintain any of the policies of insurance required
hereby or to pay any premium in whole or part relating thereto, the Collateral
Agent may, without waiving or releasing any obligation or liability of the
Grantors hereunder or any Event of Default, in its sole discretion, obtain and
maintain such policies of insurance and pay such premiums and take any other
actions with respect thereto as the Collateral Agent deems advisable. All sums
disbursed by the Collateral Agent in connection with this paragraph, including
reasonable attorneys' fees, court costs, expenses and other charges relating
thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent
and shall be additional Obligations secured hereby.

                  (g) Each Grantor shall maintain, in form and manner reasonably
satisfactory to the Collateral Agent, records of its Chattel Paper and its
books, records and documents evidencing or pertaining thereto.

                                       19


                  SECTION 4.05. Other Actions. In order to further ensure the
attachment, perfection and priority of, and the ability of the Collateral Agent
to enforce, the security interests created hereby, each Grantor agrees, in each
case at such Grantor's own expense, to take the following actions with respect
to the following Article 9 Collateral: if any Grantor shall at any time hold or
acquire any Instrument representing Indebtedness in excess of $3,000,000, such
Grantor shall forthwith endorse, assign and deliver the same to the Collateral
Agent, accompanied by such instruments of transfer or assignment duly executed
in blank as the Collateral Agent may from time to time reasonably request.

                  SECTION 4.06. Covenants Regarding Patent, Trademark and
Copyright Collateral. (a) Each Grantor agrees that it will not do or omit to do
any act (and will exercise commercially reasonable efforts to prevent its
licensees from doing or omitting to do any act) whereby any Patent constituting
Material Intellectual Property may become invalidated or dedicated to the
public, and agrees that it shall continue to mark any products covered by such
Patent with the relevant patent number consistent with good business judgment to
establish and preserve its rights under applicable patent laws.

                  (b) Each Grantor (either itself or through its licensees or
its sublicensees) will, for each Trademark constituting Material Intellectual
Property, (i) maintain such Trademark in full force free from any claim of
abandonment or invalidity for non-use, (ii) maintain the quality of products and
services offered under such Trademark, (iii) display such Trademark with notice
of Federal or foreign registration consistent with good business judgment to
establish and preserve its rights under applicable law and (iv) not knowingly
use or knowingly permit the use of such Trademark in violation of any third
party rights.

                  (c) Each Grantor (either itself or through its licensees or
sublicensees) will, for each work covered by a Copyright constituting Material
Intellectual Property, continue to publish, reproduce, display, adopt and
distribute the work with appropriate copyright notice consistent with good
business judgment to establish and preserve its rights under applicable
copyright laws.

                  (d) Each Grantor shall notify the Collateral Agent promptly if
it knows or has reason to know that any Patent, Trademark or Copyright
constituting Material Intellectual Property may become abandoned, lost or
dedicated to the public, or of any materially adverse determination or
development (including the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office,
United States Copyright Office or any court or similar office of any country)
regarding such Grantor's ownership of any Patent, Trademark or Copyright, its
right to register the same, or its right to keep and maintain the same; provided
that such notification need not be given if such impairment of such Intellectual
Property is not material viewed against the Material Intellectual Property as a
whole.

                  (e) Each Grantor will take all steps consistent with good
business judgment that are consistent with the practice in any proceeding before
the United States Patent and Trademark Office, United States Copyright Office or
any office or agency in

                                       20


any political subdivision of the United States or in any other country or any
political subdivision thereof, to maintain and pursue each application relating
to the Patents, Trademarks and/or Copyrights constituting Material Intellectual
Property (and to obtain the relevant grant or registration) and to maintain each
issued Patent and each registration of the Trademarks and Copyrights
constituting Material Intellectual Property, including timely filings of
applications for renewal, affidavits of use, affidavits of incontestability and
payment of maintenance fees, and, if consistent with good business judgment, to
initiate opposition, interference and cancelation proceedings against third
parties.

                  (f) Upon and during the continuance of an Event of Default,
each Grantor shall endeavor in good faith to obtain all requisite consents or
approvals by the licensor of each Copyright License, Patent License or Trademark
License to effect the assignment of all such Grantor's right, title and interest
thereunder to the Collateral Agent or its designee.

                  SECTION 4.07. Lockbox System. (a) The Grantors agree, at all
times when the ABL Facilities Agreement shall remain in effect, to comply, for
the benefit of the Secured Parties, with the requirements of Section 4.07 of the
Master Guarantee and Collateral Agreement, and compliance with such requirements
shall, at all times when the ABL Facilities Agreement shall remain in effect, be
deemed to satisfy the requirements of paragraph (b) below, notwithstanding
anything in such paragraph (b) to the contrary.

                  (b) The Grantors shall maintain, subject to the control of the
Collateral Agent pursuant to the Lockbox Agreements, a system of lockboxes and
related Deposit Accounts (the "Lockbox System"). Each Grantor agrees that it
shall have no Deposit Accounts other than (a) Deposit Accounts in the Lockbox
System, (b) Excluded Operating Accounts and (c) Local Collection Accounts. Each
Grantor further agrees (i) to cause at all times to be in effect with respect to
each Deposit Account Institution at which any Deposit Account (other than an
Excluded Operating Account or a Local Collection Account) is maintained a
Lockbox Agreement with respect to each such Deposit Account, (ii) to notify and
direct promptly each Account Debtor and every other Person obligated to make
payments on Accounts or in respect of any Inventory to make all such payments
directly to one or more Deposit Accounts in the Lockbox System (or, in the case
of Accounts or Inventory of the Company's retail or Wingfoot divisions, Local
Collection Accounts) or related lockboxes, (iii) to use all reasonable efforts
to cause each such Account Debtor and other Person to make all payments with
respect to Accounts and Inventory directly to one or more Deposit Accounts in
the Lockbox System (or, in the case of Accounts or Inventory of the Company's
retail or Wingfoot divisions, Local Collection Accounts) or related lockboxes,
(iv) promptly to deposit all payments received by it on account of Accounts and
Inventory, whether in the form of cash, checks, notes, drafts, bills of
exchange, money orders or otherwise, in one or more Deposit Accounts in the
Lockbox System (or, in the case of Accounts or Inventory of the Company's retail
or Wingfoot divisions, Local Collection Accounts) or related lockboxes in the
form in which received (but with any endorsements of such Grantor necessary for
deposit or collection), (v) to maintain at all times a Collateral Proceeds
Account in the United States, a U.S. dollar and a Canadian dollar Collateral
Proceeds Account in Canada and the RBC Deposit Account, in each case on terms
reasonably satisfactory to the

                                       21


Collateral Agent and (vi) to maintain in effect agreements with the applicable
Deposit Account Institutions under which all amounts on deposit in each Deposit
Account (other than Excluded Operating Accounts and Local Collection Accounts)
located in the United States and in Canada will be paid to the Collateral Agent
for deposit in the Collateral Proceeds Account located in the United States or
in the RBC Account, respectively, at the end of each Business Day, and under
which all amounts in the RBC Account will be paid not less often than weekly
into the Collateral Proceeds Accounts in Canada in same day funds. So long as no
Event of Default has occurred and is continuing, the Collateral Agent shall
promptly (and no less frequently than each Business Day) remit any funds on
deposit in each Collateral Proceeds Account to one or more accounts of the
Company that have been designated by the Company. Effective upon notice to the
Company after the occurrence and during the continuance of an Event of Default,
each Collateral Proceeds Account, the RBC Deposit Account and each Deposit
Account (other than Excluded Operating Accounts and Local Collection Accounts)
will, without further action on the part of any Grantor or the Collateral Agent,
convert into a closed lockbox account under the sole dominion and control of the
Collateral Agent in which all funds are held subject to the rights of the
Collateral Agent hereunder. Without the prior written consent of the Collateral
Agent, no Grantor shall, in a manner adverse to the Secured Parties, change the
general instructions given to Account Debtors in respect of payments to be
deposited in the Lockbox System. Each Grantor irrevocably authorizes the
Collateral Agent, upon the occurrence of an Event of Default, to deliver a
Control Notice under each Lockbox Agreement. The Collateral Agent agrees with
each Grantor that the Collateral Agent shall not give any instructions pursuant
to any Lockbox Agreement terminating such Lockbox Agreement or the right of such
Grantor to make withdrawals from any Deposit Account in the Lockbox System
unless an Event of Default shall have occurred and be continuing or, after
giving effect to any withdrawal, would occur. The Company shall ensure that the
aggregate amount contained in all Local Collection Accounts taken together shall
not at any time exceed a maximum amount determined by the Administrative Agent
in its sole discretion (not to be exercised unreasonably).

                  SECTION 4.08. Insurance. Each Grantor shall cause the
Collateral Agent to be named as loss payee on all property insurance maintained
in respect of property subject to the Mortgages.

                                   ARTICLE V

                 Other Pledges, Mortgages and Security Interests

                  SECTION 5.01. Summary of Certain Other Security Documents. In
addition to the security interests created under Articles III and IV, the
parties acknowledge that:

                  (a) The Company and the Collateral Agent will enter into the
Luxembourg Finance Pledge Agreement under which the Company will pledge the
Luxembourg Finance Pledged Collateral on a junior, second lien basis to secure
the Obligations.

                                       22


                  (b) The Grantors and the Collateral Agent are entering into
the Foreign Pledge Agreements listed in Schedule II, and may in the future enter
into additional Foreign Pledge Agreements, under which they are pledging Equity
Interests in Foreign Subsidiaries owned by them on a senior basis to secure the
Obligations.

                  (c) The Grantors and the Collateral Agent are amending and
restating Mortgages as listed in Schedule III with the result that the real
properties and interests in real properties subject to such Mortgages will
secure the Obligations on a senior basis (and will continue to secure the other
obligations secured thereby).

                  (d) Certain Grantors that are organized under the laws of
Canada or one or more provinces thereof are entering into the Canadian Security
Agreements, under which they are creating security interests (i) in the ABL
Facilities Collateral owned by them to secure the Obligations on a junior, third
lien basis, and (ii) in the Canadian Intellectual Property Collateral owned by
them to secure the Obligations on a senior basis.

                  SECTION 5.02. Other Security Documents Subject to This
Agreement. (a) The parties to the Other Security Documents shall observe the
following provisions: (i) to the extent applicable, the provisions of Section
4.01(b) and (d) (limiting the amount of the obligations secured by certain
Collateral of the Company); (ii) the provisions of Section 6.03 (governing the
distribution of the proceeds realized from the exercise of remedies under the
Security Documents); (iii) the provisions of Article VIII (relating to the
duties and responsibilities of the Collateral Agent); (iv) the provisions of
Article IX (providing for the subordination of the Junior Liens created hereby
and by certain of the Other Security Documents to the Applicable Senior Liens
and the priming of certain Junior Liens); and (v) the provisions of Section
11.13 (providing for releases of Guarantees of and Collateral securing the
Obligations).

                  (b) Each of the Mortgages (other than any Mortgage that sets
forth in full the provisions referred to in clauses (i) through (v) of paragraph
(a) above) shall contain a provision substantially to the effect set forth below
(in the language of such Other Security Document) and satisfactory to the
Collateral Agent and its counsel:

"THIS AGREEMENT AND THE PLEDGES, SECURITY INTERESTS AND OTHER LIENS AND CHARGES
CREATED HEREBY ARE SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF THE GUARANTEE
AND COLLATERAL AGREEMENT DATED AS OF AUGUST 17, 2004, AS AMENDED, AMONG THE
GOODYEAR TIRE & RUBBER COMPANY, CERTAIN OF ITS SUBSIDIARIES AND JPMORGAN CHASE
BANK, AS COLLATERAL AGENT, AND ANY PROVISION OF THIS AGREEMENT THAT IS
INCONSISTENT WITH THE PROVISIONS OF SUCH GUARANTEE AND COLLATERAL AGREEMENT
SHALL BE DEEMED FOR ALL PURPOSES TO HAVE BEEN AMENDED TO CONFORM IN ALL RESPECTS
TO SUCH PROVISIONS."

                                       23


                                   ARTICLE VI

                                    Remedies

            SECTION 6.01. Remedies Upon Default. Upon the occurrence and during
the continuance of an Event of Default under and as defined in the
Deposit-Funded Credit Agreement, to the extent permitted by law, and subject to
the provisions of Article IX hereof, (a) the Collateral Agent may demand that
each Grantor deliver each item of Collateral owned or held by it to the
Collateral Agent, and each Grantor agrees so to deliver all such Collateral, and
(b) the Collateral Agent shall have the right to take any of or all the
following actions at the same or different times with respect to any Collateral:
(i) with respect to any Collateral consisting of Intellectual Property, on
demand, to cause its security interest in such Collateral to become an
assignment, transfer and conveyance of any of or all such Collateral by the
applicable Grantors to the Collateral Agent, or to grant any license or
sublicense, whether general, special or otherwise, and whether on an exclusive
or nonexclusive basis, with respect to any such Collateral throughout the world
on such terms and conditions and in such manner as the Collateral Agent shall
determine (other than in violation of any then-existing licensing arrangements
to the extent that waivers cannot be obtained), and (ii) with or without legal
process and with or without prior notice or demand for performance, to take
possession of the Collateral and without liability for trespass to enter any
premises where the Collateral may be located for the purpose of taking
possession of or removing the Collateral and, generally, to exercise any and all
rights afforded to a secured party under the Uniform Commercial Code or other
applicable law. Without limiting the generality of the foregoing, each Grantor
agrees that the Collateral Agent shall have the right, subject to the mandatory
requirements of applicable law, to sell or otherwise dispose of all or any part
of the Collateral at a public or private sale or at any broker's board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale of securities (if it deems it advisable to do so) to
restrict the prospective bidders or purchasers to Persons who will represent and
agree that they are purchasing the Collateral for their own account for
investment and not with a view to the distribution or sale thereof, and upon
consummation of any such sale the Collateral Agent shall have the right to
assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each such purchaser at any sale of Collateral shall (to the
extent permitted by law) hold the property sold absolutely, free from any claim
or right on the part of any Grantor, and each Grantor hereby waives (to the
extent permitted by law) all rights of redemption, stay and appraisal which such
Grantor now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted.

            In the case of any Collateral that constitutes Article 9 Collateral,
the Collateral Agent shall give the applicable Grantors 10 days' written notice
(which each Grantor agrees is reasonable notice within the meaning of Section
9-611 of the New York UCC or its equivalent in other jurisdictions) of the
Collateral Agent's intention to make any sale of Collateral. Such notice, in the
case of a public sale, shall state the time and place for such sale and, in the
case of a sale at a broker's board or on a securities exchange, shall state the
board or exchange at which such sale is to be made and the day

                                       24



on which the Collateral, or portion thereof, will first be offered for sale at
such board or exchange. Any such public sale shall be held at such time or times
within ordinary business hours and at such place or places as the Collateral
Agent may fix and state in the notice (if any) of such sale. At any such sale,
the Collateral, or portion thereof, to be sold may be sold in one lot as an
entirety or in separate parcels, as the Collateral Agent may (in its sole and
absolute discretion) determine. The Collateral Agent shall not be obligated to
make any sale of any Collateral if it shall determine not to do so, regardless
of the fact that notice of sale of such Collateral shall have been given. The
Collateral Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be made at the time and place to which the same was so adjourned. In case any
sale of all or any part of the Collateral is made on credit or for future
delivery, the Collateral so sold may be retained by the Collateral Agent until
the sale price is paid by the purchaser or purchasers thereof, but the
Collateral Agent shall not incur any liability in case any such purchaser or
purchasers shall fail to take up and pay for the Collateral so sold and, in case
of any such failure, such Collateral may be sold again upon like notice. At any
public (or, to the extent permitted by law, private) sale made pursuant to this
Agreement, any Secured Party may bid for or purchase, free (to the extent
permitted by law) from any right of redemption, stay, valuation or appraisal on
the part of any Grantor (all said rights being also hereby waived and released
to the extent permitted by law), the Collateral or any part thereof offered for
sale and may make payment on account thereof by using any claim then due and
payable to such Secured Party from any Grantor as a credit against the purchase
price, and such Secured Party may, upon compliance with the terms of sale, hold,
retain and dispose of such property without further accountability to any
Grantor therefor (to the extent permitted by law). For purposes hereof, a
written agreement to purchase any Collateral or portion thereof shall be treated
as a sale thereof; the Collateral Agent shall be free to carry out such sale
pursuant to such agreement and no Grantor shall be entitled to the return of the
Collateral or any portion thereof subject thereto, notwithstanding the fact that
after the Collateral Agent shall have entered into such an agreement all Events
of Default under the applicable Deposit-Funded Credit Agreement shall have been
remedied and the Obligations paid in full. As an alternative to exercising the
power of sale herein conferred upon it, the Collateral Agent may proceed by a
suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or
courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver. Any sale pursuant to the provisions of this Section
6.01 shall be deemed to conform to the commercially reasonable standards as
provided in Section 9-610(b) of the New York UCC or its equivalent in other
jurisdictions.

            SECTION 6.02. Exercise of Remedies under Other Security Documents.
The Collateral Agent shall also have the right, subject to the provisions of
Article IX hereof, to exercise remedies provided for in each Other Security
Document upon the occurrence and during the continuance of an Event of Default
under and as defined in the Deposit-Funded Credit Agreement.

                                       25



            SECTION 6.03. Application of Proceeds. (a) Unless otherwise required
by applicable law or by the provisions of Article IX hereof, the Collateral
Agent shall apply the proceeds of the collection or sale of any Collateral,
including any Collateral consisting of cash, as follows:

            FIRST, to the payment of all costs and expenses incurred by the
      Collateral Agent in connection with such collection or sale or otherwise
      in connection with this Agreement or any other Credit Document, or
      otherwise in connection with any of the Obligations, including all court
      costs and the fees and expenses of its agents and legal counsel, the
      repayment of all advances made by the Collateral Agent hereunder or under
      any other Credit Document on behalf of any Grantor and any other costs or
      expenses incurred in connection with the exercise of any right or remedy
      hereunder or under any other Credit Document at the direction or for the
      benefit of holders of the Obligations;

            SECOND, to the payment of all such Obligations as shall be owed to
      the Administrative Agent or any Issuing Bank under and as defined in the
      Deposit-Funded Credit Agreement;

            THIRD, to the payment in full of the other Obligations (and any US
      Miscellaneous Obligations under and as defined in the Master Guarantee and
      Collateral Agreement, as provided in the Master Guarantee and Collateral
      Agreement), ratably in accordance with the amounts of such Obligations and
      US Miscellaneous Obligations on the date of such application;

            FOURTH, to the "Collateral Agent" under and as defined in the Master
      Guarantee and Collateral Agreement for application as provided therein to
      satisfy obligations secured by Liens on the Collateral created thereunder
      or under the "Other Security Documents" (as defined therein) that are
      junior to the Liens created hereunder and under the Other Security
      Documents; and

            FIFTH, if the Master Guarantee and Collateral Agreement shall no
      longer be in effect or if the Collateral Agent shall be advised by the
      "Collateral Agent" under and as defined in the Master Guarantee and
      Collateral Agreement that there are no persons entitled under the Master
      Guarantee and Collateral Agreement to receive such proceeds or cash, to
      the applicable Grantors, their successors or assigns, or as a court of
      competent jurisdiction may otherwise direct.

            The Collateral Agent shall have absolute discretion as to the time
of application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold
and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof. For
purposes of clause THIRD above, the Lien of any Mortgage, insofar as it

                                       26



secures the Swiss Franc Obligations, will, to the maximum extent permitted under
the Swiss Franc Bond Agreement, be deemed to be of lower priority than the Lien
of such Mortgage insofar as it secures the Obligations. Notwithstanding the
provisions of clause THIRD above, any Article 9 Collateral consisting of cash
deposited to collateralize Letter of Credit reimbursement obligations pursuant
to the Deposit-Funded Credit Agreement will be applied first against such
reimbursement obligations. It is understood that the Deposits held by the
Administrative Agent under Section 2.01 of the Credit Agreement do not
constitute assets of the Borrower or Collateral, and that nothing herein shall
prevent or delay payments required to be made from the Deposit Account to the
Issuing Banks as provided in the Credit Agreement.

            SECTION 6.04. Grant of License to Use Intellectual Property. (a)
Each Grantor hereby grants to the Collateral Agent, to the extent necessary to
enable the Collateral Agent to exercise rights and remedies under this Agreement
and the Other Security Documents at such time as the Collateral Agent shall be
lawfully entitled to exercise such rights and remedies, an irrevocable,
nonexclusive license (exercisable without payment of royalty or other
compensation to the Grantors) to use, license or sublicense any Intellectual
Property now owned or hereafter acquired by such Grantor, and wherever the same
may be located, including in such license reasonable access to all media in
which any of the licensed items may be recorded or stored and to all computer
software and programs used for the compilation or printout thereof, to the
extent and only to the extent such license would not violate or result in a
default under any license or other agreement, whether express or implied,
between the Grantor and any Person other than a Wholly Owned Subsidiary. The
rights of the Collateral Agent under such license may be exercised, at the
option of the Collateral Agent, solely upon the occurrence and during the
continuation of an Event of Default; provided that any license, sublicense or
other transaction entered into by the Collateral Agent in accordance herewith
shall be binding upon the Grantors notwithstanding any subsequent cure of any
Event of Default.

            (b) Notwithstanding any other provision contained in this Agreement,
any security interest granted hereunder in any Collateral consisting of
Intellectual Property to secure the Obligations shall be subject to the license
granted under Section 6.04(b) of the Master Guarantee and Collateral Agreement,
as such license may be exercised for the benefit of the holders of any
Obligations (as defined in the Master Guarantee and Collateral Agreement), and
any sale or transfer of Collateral consisting of Intellectual Property upon any
exercise of remedies under this Agreement shall be made expressly subject to
such license.

            SECTION 6.05. Securities Act. In view of the position of the
Grantors in relation to the Pledged Collateral, or because of other current or
future circumstances, a question may arise under the Securities Act of 1933, as
now or hereafter in effect, or any similar statute hereafter enacted analogous
in purpose or effect (such Act and any such similar statute as from time to time
in effect being called the "Federal Securities Laws") with respect to any
disposition of the Pledged Collateral permitted hereunder. Each Grantor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were
to attempt to dispose of all or any part of the Pledged Collateral, and might
also limit the extent to

                                       27



which or the manner in which any subsequent transferee of any Pledged Collateral
could dispose of the same. Similarly, there may be other legal restrictions or
limitations affecting the Collateral Agent in any attempt to dispose of all or
part of the Pledged Collateral under applicable Blue Sky or other state
securities laws or similar laws analogous in purpose or effect. Each Grantor
recognizes that in light of such restrictions and limitations the Collateral
Agent may, with respect to any sale of the Pledged Collateral, limit the
purchasers to those who will agree, among other things, to acquire such Pledged
Collateral for their own account, for investment, and not with a view to the
distribution or resale thereof. Each Grantor acknowledges and agrees that in
light of such restrictions and limitations, the Collateral Agent, in its sole
and absolute discretion (a) may proceed to make such a sale whether or not a
registration statement for the purpose of registering such Pledged Collateral or
part thereof shall have been filed under the Federal Securities Laws and (b) may
approach and negotiate with a single potential purchaser to effect such sale.
Each Grantor acknowledges and agrees that any such sale might result in prices
and other terms less favorable than if such sale were a public sale without such
restrictions. In the event of any such sale, the Collateral Agent shall incur no
responsibility or liability for selling all or any part of the Pledged
Collateral at a price that the Collateral Agent, in its sole and absolute
discretion, may in good faith deem reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid or
if more than a single purchaser were approached. The provisions of this Section
will apply notwithstanding the existence of a public or private market upon
which the quotations or sales prices may exceed substantially the price at which
the Collateral Agent sells.

            SECTION 6.06. Registration. Each Grantor agrees that, upon the
occurrence and during the continuance of an Event of Default, if for any reason
the Collateral Agent desires to sell any of the Pledged Collateral at a public
sale, it will, at any time and from time to time, upon the written request of
the Collateral Agent, use its best efforts to take or to cause the issuer of
such Pledged Collateral to take such action and prepare, distribute and/or file
such documents, as are required or advisable in the reasonable opinion of
counsel for the Collateral Agent to permit the public sale of such Pledged
Collateral under applicable law. Each Grantor further agrees to indemnify,
defend and hold harmless the Collateral Agent, each other Secured Party, any
underwriter and their respective officers, directors, affiliates and controlling
persons from and against all loss, liability, expenses, costs of counsel
(including, without limitation, reasonable fees and expenses of the Collateral
Agent's legal counsel), and claims (including the costs of investigation) that
they may incur insofar as such loss, liability, expense or claim arises out of
or is based upon any alleged untrue statement of a material fact contained in
any prospectus (or any amendment or supplement thereto) or in any notification
or offering circular relating to the offering for sale of any Pledged
Collateral, or arises out of or is based upon any alleged omission to state a
material fact required to be stated therein or necessary to make the statements
in any thereof not misleading, except insofar as the same may have been caused
by any untrue statement or omission based upon information furnished in writing
to such Grantor or the issuer of such Pledged Collateral by the Collateral Agent
or any other Secured Party expressly for use therein. Each Grantor further
agrees, upon such written request referred to above, to use its best efforts to

                                       28



qualify, file or register, or cause the issuer of such Pledged Collateral to
qualify, file or register, any of the Pledged Collateral under the Blue Sky or
other securities laws of such jurisdictions as may be requested by the
Collateral Agent and keep effective, or cause to be kept effective, all such
qualifications, filings or registrations. Each Grantor will bear all costs and
expenses of carrying out its obligations under this Section. Each Grantor
acknowledges that there is no adequate remedy at law for failure by it to comply
with the provisions of this Section and that such failure would not be
adequately compensable in damages, and therefore agrees that its agreements
contained in this Section may be specifically enforced.

                                   ARTICLE VII

                    Indemnity, Subrogation and Subordination

            SECTION 7.01. Indemnity and Subrogation. In addition to all such
rights of indemnity and subrogation as the Grantors and Guarantors may have
under applicable law (but subject to Section 7.03), the Company agrees that (a)
in the event a payment shall be made by any Guarantor under this Agreement in
respect of an Obligation of the Company, the Company shall indemnify such
Guarantor for the full amount of such payment and such Guarantor shall be
subrogated to the rights of the Person to whom such payment shall have been made
to the extent of such payment and (b) in the event any assets of any Grantor
shall be sold pursuant to this Agreement or any Other Security Document to
satisfy in whole or in part an Obligation of the Company, the Company shall
indemnify such Grantor in an amount equal to the greater of the book value or
the fair market value of the assets so sold.

            SECTION 7.02. Contribution and Subrogation. Each Guarantor and
Grantor, other than the Company, that has guaranteed, or granted Liens to
secure, the Obligations (a "Contributing Party") agrees (subject to Section
7.03) that, in the event a payment shall be made by any other Guarantor (other
than the Company) hereunder in respect of any Obligations or assets of any other
Grantor (other than the Company) shall be sold pursuant to any Security Document
to satisfy any Obligations and such other Guarantor or Grantor (the "Claiming
Party") shall not have been fully indemnified by the Company as provided in
Section 7.01, the Contributing Party shall indemnify the Claiming Party in an
amount equal to the amount of such payment or the greater of the book value or
the fair market value of such assets, as the case may be, in each case
multiplied by a fraction of which the numerator shall be the net worth of the
Contributing Party and the denominator shall be the aggregate net worth of all
the Guarantors and Grantors, other than the Company. For the purposes of the
previous sentence, the net worth of each Guarantor and Grantor shall be
determined on the Effective Date (or, in the case of any Guarantor or Grantor
becoming a Guarantor or Grantor after the Effective Date, the date on which such
Guarantor or Grantor shall have become a Guarantor or Grantor). Any Contributing
Party making any payment to a Claiming Party pursuant to this Section shall be
subrogated to the rights of such Claiming Party under Section 7.01 to the extent
of such payment.

                                       29



            SECTION 7.03. Subordination. (a) Notwithstanding any provision of
this Agreement to the contrary, all rights of the Guarantors and Grantors under
Sections 7.01 and 7.02 and all other rights of indemnity, contribution or
subrogation under applicable law or otherwise shall be fully subordinated to the
indefeasible payment in full in cash of the Obligations, and no Guarantor or
Grantor shall seek to enforce any of such rights until the Obligations have been
paid in full. No failure on the part of the Company or any other Guarantor or
Grantor to make the payments required by Sections 7.01 and 7.02 (or any other
payments required under applicable law or otherwise) shall in any respect limit
the obligations and liabilities of any Guarantor or Grantor with respect to its
obligations hereunder, and each Guarantor and Grantor shall remain liable for
the full amount of the obligations of such Guarantor or Grantor hereunder.

            (b) To the fullest extent permitted under law, each Guarantor and
Grantor hereby agrees that all Indebtedness and other monetary obligations owed
by it to any other Guarantor, Grantor or any other Subsidiary shall be fully
subordinated to the indefeasible payment in full in cash of the Obligations.

                                  ARTICLE VIII

                         Concerning the Collateral Agent

            SECTION 8.01. Limitations on Responsibility of Collateral Agent. The
Collateral Agent shall not be responsible in any manner whatsoever for the
correctness of any recitals, statements, representations or warranties contained
herein or in any Other Security Document. The Collateral Agent makes no
representation as to the value or condition of the Collateral or any part
thereof, as to the title of any Grantor to the Collateral, as to the security
afforded by this Agreement or any Other Security Document or as to the validity,
execution, enforceability, legality or sufficiency of this Agreement or any
Other Security Document, and the Collateral Agent shall incur no liability or
responsibility in respect of any such matters. The Collateral Agent shall not be
responsible for insuring the Collateral, for the payment of taxes, charges,
assessments or Liens upon the Collateral or otherwise for the maintenance of the
Collateral, except as provided in the immediately following sentence when the
Collateral Agent has possession or control of the Collateral. Except as
otherwise provided herein, the Collateral Agent shall have no duty to the
Grantors or to the holders of the Secured Obligations as to any Collateral in
its possession or control or in the possession or control of any agent or
nominee of the Collateral Agent or any income thereon or as to the preservation
of rights against prior parties or any other rights pertaining thereto, except
the duty to accord such Collateral the same care that it normally accords to its
own assets and the duty to account for moneys received by it. The Collateral
Agent shall not be required to ascertain or inquire as to the performance by any
Guarantor or Grantor of any of the covenants or agreements contained herein or
in any other agreement. Neither the Collateral Agent nor any officer, agent or
representative thereof shall be personally liable for any action taken or
omitted to be taken by any such person in connection with this Agreement or any
Other Security Document except for such person's own gross

                                       30



negligence or wilful misconduct (it being understood that any action taken in
accordance with the terms of this Agreement or any Other Security Document by
the Collateral Agent or any such officer, agent or representative at the
direction or instruction of the Administrative Agent or the Majority Lenders
under the Deposit-Funded Credit Agreement (or not taken in the absence of any
such directions or instructions) shall not constitute gross negligence or wilful
misconduct). Neither the Collateral Agent nor any officer, agent or
representative thereof shall be personally liable for any action taken by any
such person in accordance with any notice given by the Administrative Agent or
the Majority Lenders under the Deposit-Funded Credit Agreement hereunder or
under any Other Security Document even if, at the time such action is taken by
any such Person, the Administrative Agent or the Lenders which gave the notice
to take such action shall no longer be the Administrative Agent or the Majority
Lenders under the Deposit-Funded Credit Agreement or the Secured Parties on
behalf of which such notice was given are no longer the Secured Parties. The
Collateral Agent may execute any of the powers granted under this Agreement and
perform any duty hereunder either directly or by or through agents or
attorneys-in-fact.

            SECTION 8.02. Reliance by Collateral Agent; Indemnity Against
Liabilities, etc. (a) Whenever in the performance of its duties under this
Agreement or any Other Security Document the Collateral Agent shall deem it
necessary or desirable that a matter be proved or established with respect to
any Grantor or any other person in connection with the taking, suffering or
omitting of any action hereunder by the Collateral Agent, such matter may be
conclusively deemed to be proved or established by a certificate executed by an
officer of such Person which is believed by the Collateral Agent to be genuine
and to have been signed or sent by the proper Person, and the Collateral Agent
shall have no liability with respect to any action taken, suffered or omitted in
reliance thereon.

            (b) The Collateral Agent may consult with counsel and shall not
incur any liability in taking any action hereunder or under any Other Security
Document in good faith in accordance with any advice of such counsel. The
Collateral Agent shall have the right but not the obligation at any time to seek
instructions concerning the administration of this Agreement or any Other
Security Document, the duties created hereunder or the Collateral from any court
of competent jurisdiction.

            (c) The Collateral Agent shall not incur any liability in relying
upon any resolution, statement, certificate, instrument, opinion, report,
notice, request, consent, order or other paper or document which it in good
faith believes to be genuine and to have been signed or presented by the proper
party. The Collateral Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificate or opinions that are believed by the Collateral Agent to be genuine
and signed or furnished by the proper Person furnished to the Collateral Agent
in connection with this Agreement or any Other Security Document.

            (d) The Collateral Agent shall not be deemed to have actual,
constructive, direct or indirect notice or knowledge of the occurrence of any
Event of Default under the Deposit-Funded Credit Agreement unless and until the
Collateral Agent shall have

                                       31



received written notice thereof from the Administrative Agent under such Credit
Agreement. The Collateral Agent shall have no obligation whatsoever either prior
to or after receiving such a notice which is believed by the Collateral Agent to
be genuine and to have been signed or sent by the proper Person to inquire
whether an Event of Default under the Deposit-Funded Credit Agreement has, in
fact, occurred and shall be entitled to rely conclusively, and shall be fully
protected in so relying, on any such notice so furnished to it.

            (e) If the Collateral Agent has been requested to take any specific
action by the Administrative Agent pursuant to any provision of this Agreement
or any Other Security Document, the Collateral Agent shall not be under any
obligation to exercise any of the rights or powers vested in it by this
Agreement or such Other Security Document in the manner so requested unless it
shall have been provided indemnity by the Secured Parties on whose behalf such
request shall have been made reasonably satisfactory to it against the costs,
expenses and liabilities which may be incurred by it in compliance with such
request or direction.

            SECTION 8.03. Resignation and Removal of the Collateral Agent. The
Collateral Agent may at any time, by giving 30 days' prior written notice to the
Company and the Administrative Agent under the Deposit-Funded Credit Agreement,
resign and be discharged from the responsibilities hereby created, such
resignation to become effective upon the appointment of a successor by the
Administrative Agents with, so long as no Event of Default has occurred and is
continuing, the consent of the Company (such consent not to be unreasonably
withheld) and the acceptance of such appointment by such successor. If no
successor shall be appointed and approved within 30 days after the date of any
such resignation, the Collateral Agent may apply to any court of competent
jurisdiction to appoint a successor to act until a successor shall have been
appointed as above provided or may, on behalf of the Secured Parties, appoint a
successor Collateral Agent which shall be a bank with an office in New York, New
York having a combined capital and surplus of at least $500,000,000.

            SECTION 8.04. Expenses and Indemnification. By accepting the
benefits of this Agreement, each of the Lenders severally agrees (i) to
reimburse the Collateral Agent, on demand, in the amount of its pro rata share
from time to time (based on the Applicable Percentage of such Lender), of any
expenses referred to in this Agreement or in any Other Security Document
securing Obligations owed to such Lender and/or any other expenses incurred by
the Collateral Agent in connection with the enforcement and protection of the
rights of the Collateral Agent and the Secured Parties which shall not have been
paid or reimbursed by the Company or any other Grantor or Guarantor or paid from
the proceeds of Collateral as provided herein and (ii) to indemnify and hold
harmless the Collateral Agent and its Affiliates and its and their respective
directors, officers, employees, agents and attorneys (each, an "Indemnified
Party"), on demand, in the amount of such pro rata share, from and against any
and all liabilities, taxes, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements referred to in this Agreement
and/or incurred by the Collateral Agent in connection with this Agreement or the
Other Security Documents or the enforcement and protection of the rights of the
Secured Parties, to the extent the same shall not have been

                                       32



reimbursed by the Company or any other Grantor or Guarantor or paid from the
proceeds of Collateral as provided herein; provided, in each case, that no
Secured Party shall be liable to any Indemnified Party for any portion of such
expenses, liabilities, taxes, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross
negligence or wilful misconduct of such Person.

                                   ARTICLE IX

                         Subordination of Certain Liens

            SECTION 9.01. Perfection and Priority of Security Interests. (a) All
Junior Liens in respect of any Collateral are expressly subordinated and made
junior in priority, operation and effect to the Applicable Senior Liens in
respect of such Collateral, notwithstanding anything to the contrary contained
in this Agreement, any Other Security Document or any other agreement or filing
to the contrary, and irrespective of the time, order or method of attachment or
perfection of such Junior Liens and the Applicable Senior Liens or any defect or
deficiency or alleged defect or deficiency in any of the foregoing.

            (b) Each Secured Party acknowledges that a portion of the Applicable
Senior Obligations consists of Indebtedness that is revolving in nature and that
the amount thereof that may be outstanding at any time or from time to time may
be increased or reduced and subsequently reborrowed, and that the terms of the
Applicable Senior Obligations may be modified, extended or amended from time to
time, and the aggregate amount of the Applicable Senior Obligations may be
increased, replaced or refinanced, all without notice to or consent by such
Secured Party and without affecting the provisions hereof. The lien priorities
provided for herein and in the Other Security Documents shall not be altered or
otherwise affected by any amendment, modification, supplement, extension,
increase, replacement, renewal, restatement or refinancing of either the
Obligations or the Applicable Senior Obligations, or by any action that the
Collateral Agent, the Secured Parties or the holders of any Applicable Senior
Obligations may take or fail to take in respect of any Collateral.

            (c) Each Secured Party holding Obligations secured by a Junior Lien
acknowledges and agrees that the Applicable Senior Lien Collateral Agent and the
holders of the Applicable Senior Obligations shall have no duties or other
obligations to such Secured Party with respect to the Collateral subject to such
Junior Lien other than to transfer to the holders of the Obligations secured by
such Junior Lien the proceeds, if any, that remain following any sale, transfer
or other disposition of such Collateral and the payment and satisfaction in full
of all the Applicable Senior Obligations. In furtherance of the foregoing, each
Secured Party holding Obligations secured by a Junior Lien acknowledges and
agrees that until the Applicable Senior Obligations shall have been paid and
satisfied in full, the Applicable Senior Lien Collateral Agent shall be
entitled, for the benefit of the holders of the Applicable Senior Obligations,
to sell, transfer or otherwise dispose of or deal with the Collateral subject to
such Junior Lien as provided in the Master Guarantee and Collateral Agreement
and in the "Other Security

                                       33



Documents", as defined therein, without regard to such Junior Lien or any rights
to which the holders of the Obligations secured thereby would otherwise be
entitled as a result of such Junior Lien, the only obligation of the Applicable
Senior Lien Collateral Agent and the holders of the Applicable Senior
Obligations to the holders of the Obligations secured by such Junior Lien being
to deliver any proceeds remaining from such sale, transfer or other disposition
of the applicable Collateral after the payment and satisfaction in full of all
the Applicable Senior Obligations. Each Secured Party holding Obligations
secured by a Junior Lien agrees that it will not, and will not attempt to,
exercise or instruct the Collateral Agent to exercise any rights that it may
have as a result of such Junior Lien until the payment and satisfaction in full
of all the Applicable Senior Obligations. Notwithstanding anything in this
paragraph to the contrary, any holder of Applicable Senior Obligations with
respect to any Junior Lien shall be entitled to transfer proceeds of Collateral
subject to such Junior Lien to any other holder of Applicable Senior Obligations
to the extent it is required to do so under the terms of the Master Guarantee
and Collateral Agreement, and shall, to the extent of such transfer, be deemed
to have satisfied its obligations to the holders of the Obligations secured by
such Junior Lien under this paragraph.

            (d) In the event a proceeding under the Bankruptcy Code or any other
Federal, state or foreign bankruptcy, insolvency, receivership or similar law
shall be commenced by or against any Grantor that shall have granted a Junior
Lien, until the Applicable Senior Obligations shall have been paid and satisfied
in full, each Secured Party holding Obligations secured by such Junior Lien
hereby authorizes and empowers (without imposing an obligation on) the holders
of the Applicable Senior Obligations or any Applicable Senior Lien Collateral
Agent or administrative agent acting on their behalf to vote such Secured
Party's share of the Obligations secured by such Junior Lien, insofar as any
such voting right arises from or relates to such Junior Lien or to the
Collateral subject thereto, in connection with any resolution, arrangement, plan
of reorganization, compromise or settlement relating to such Collateral.

            SECTION 9.02. No Interference; No Right to Instruct Collateral
Agent; Payment Over; Reinstatement; Permitted Actions. (a) Each Secured Party
holding Obligations secured by a Junior Lien agrees that (i) it will not take or
cause to be taken any action the purpose or effect of which is, or could be, to
make such Junior Lien pari passu with, or to give such Secured Party any
preference or priority relative to, any Applicable Senior Lien with respect to
the Collateral subject to such Junior Lien or any part thereof, (ii) it will not
interfere, hinder or delay, in any manner, whether by judicial proceedings or
otherwise, any sale, transfer or other disposition of the Collateral subject to
such Junior Lien by the Applicable Senior Lien Collateral Agent or any holder of
Applicable Senior Obligations, (iii) it shall have no right to (A) direct the
Applicable Senior Lien Collateral Agent or any holder of Applicable Senior
Obligations to exercise any right, remedy or power with respect to the
Collateral subject to such Junior Lien or (B) consent to the exercise by the
Applicable Senior Lien Collateral Agent or any holder of Applicable Senior
Obligations of any right, remedy or power with respect to the Collateral subject
to such Junior Lien, (iv) it will not institute any suit or assert in any suit
or in any bankruptcy, insolvency or other proceeding any claim against the
Applicable Senior Lien Collateral Agent or any holder of Applicable Senior
Obligations seeking

                                       34



damages from or other relief by way of specific performance, instructions or
otherwise, with respect to, and neither the Applicable Senior Lien Collateral
Agent nor any holder of Applicable Senior Obligations shall be liable for, any
action taken or omitted to be taken by the Applicable Senior Lien Collateral
Agent or any holder of Applicable Senior Obligations with respect to the
Collateral subject to such Junior Lien, (v) it will not commence or instruct the
Collateral Agent to commence judicial or nonjudicial foreclosure proceedings
with respect to, seek to have a trustee, receiver, liquidator or similar
official appointed for or over, attempt any action to take possession of,
exercise any right, remedy or power with respect to, or otherwise take any
action to enforce its interest in or realize upon, the Collateral subject to
such Junior Lien (other than filing a proof of claim) until all the Applicable
Senior Obligations shall have been paid and satisfied in full, (vi) it will not
seek, and hereby waives any right, to have the Collateral subject to such Junior
Lien or any part thereof marshaled upon any foreclosure or other disposition of
such Collateral and (vii) it will not attempt, directly or indirectly, whether
by judicial proceedings or otherwise, to challenge the enforceability of any
provision of this Agreement.

            (b) The Collateral Agent and each Secured Party holding Obligations
secured by a Junior Lien agree that, in the event of a sale, transfer or other
disposition of Collateral subject to such Junior Lien, such Junior Lien on such
Collateral shall terminate and be released automatically and without further
action if the Applicable Senior Lien on such Collateral is released.

            (c) Each Secured Party holding Obligations secured by a Junior Lien
hereby agrees that if it shall obtain possession of any of the Collateral
subject to such Junior Lien, or shall realize any payment in respect of such
Collateral (including as a result of any transfer of any Collateral or payment
to such Secured Party by the holder of any obligation secured by a Lien that is
junior or subordinate to such Junior Lien), in either case prior to the time
when the Applicable Senior Obligations have been paid in full, then it shall
hold such Collateral or payment in trust for the holders of the Applicable
Senior Obligations and transfer such Collateral or payment, as the case may be,
to the Applicable Senior Lien Collateral Agent. Each Secured Party holding
Obligations secured by a Junior Lien agrees that if, at any time, all or part of
any payment with respect to the Applicable Senior Obligations previously made is
rescinded for any reason whatsoever, such Secured Party shall promptly pay over
to the Applicable Senior Lien Collateral Agent any payment received by it in
respect of the Collateral subject to such Junior Lien and shall promptly turn
any Collateral subject to such Junior Lien then held by it over to the
Applicable Senior Lien Collateral Agent, and the provisions set forth in this
Agreement shall be reinstated as if such payment had not been made, until the
payment and satisfaction in full of the Applicable Senior Obligations.

            SECTION 9.03. Consent to Priming of Junior Lien on ABL Facilities
Collateral. In consideration of and as a condition to the creation under Section
4.01(c) and under the Canadian Security Documents of the Junior Liens on the ABL
Facilities Collateral to secure the Obligations, each Secured Party from time to
time secured by such Junior Liens will be deemed to have agreed, and the
Collateral Agent hereby agrees, on behalf of such Secured Party, that in the
event a proceeding under the Bankruptcy

                                       35



Code shall be commenced by or against the Company and the Company shall enter
into an Acceptable Financing in such proceeding, such Junior Lien may, without
any further action or consent by such Secured Party, be made junior and
subordinated to Liens granted to secure such Acceptable Financing, subject to
the granting and approval by the applicable bankruptcy court of adequate
protection for the holders of the Obligations secured by such Junior Lien
consisting of (a) the current monthly payment of an amount equal to
post-petition interest, fees in respect of Letters of Credit (whether owed to
any Lender or to any Issuing Bank) and facility fees, in each case at
non-default rates, (b) the current payment of out-of-pocket expenses, including
fees and disbursements of counsel and other professional fees and disbursements,
of the Administrative Agent and the Collateral Agent and (c) a replacement lien
on substantially all assets of the Company and the Domestic Subsidiaries (other
than the assets of and Equity Interests in Goodyear Dunlop Tires North America,
Ltd., its Subsidiaries and any other Consent Subsidiaries), subject only to the
Liens securing such Acceptable Financing, Liens existing prior to the
commencement of such proceeding, Applicable Senior Liens and Liens, if any, that
are senior to the Liens securing such Acceptable Financing.

            SECTION 9.04. Consent to Subordination of Junior Liens to Certain
Refinancing Indebtedness. In consideration of and as a condition to the creation
of each Junior Lien, each Secured Party from time to time secured by such Junior
Lien will be deemed to have agreed, and the Collateral Agent hereby agrees, on
behalf of such Secured Party, that in the event the obligations of any class
secured by the Applicable Senior Liens are refinanced, replaced, renewed or
extended, in whole or in part, in compliance with the covenants set forth in the
Deposit-Funded Credit Agreement, such Junior Lien shall, without any further
action or consent by such Secured Party, be junior and subordinated on the terms
set forth herein to the Liens on the Collateral subject to such Junior Lien that
are granted to secure such refinanced, replaced, renewed or extended
obligations; provided, that nothing in this Section or elsewhere in this
Agreement shall have the effect of subordinating any Junior Lien to any Lien
securing Senior Subordinated-Lien Indebtedness, it being agreed that the Liens
securing Senior Subordinated-Lien Indebtedness shall be junior and subordinate
to the Liens securing the Obligations as and to the extent provided in the Lien
Subordination and Intercreditor Agreement.

            SECTION 9.05. Applicability of Lien Subordination Provisions of
Master Guarantee and Collateral Agreement. Under Section 11.04 of the Master
Guarantee and Collateral Agreement, in the event of the refinancing of the US
Revolving Facility Obligations, all Liens that under the terms of the Master
Guarantee and Collateral Agreement shall have been junior and subordinate to the
Liens securing the US Revolving Facility Obligations (the "Subordinate Liens")
are provided, without any further action or consent by any secured party, to be
equally junior and subordinated to the Liens securing the refinancing
obligations. It is the intent of the parties hereto that the Secured Parties
shall benefit from the provisions of Section 11.04 of the Master Guarantee and
Collateral Agreement to the full extent thereof, and that the Subordinate Liens
shall be junior and subordinate to the Liens created hereunder and under the
Other Security Documents as security for the Obligations on the terms set forth
in Sections 11.01, 11.02, 11.03 and 11.04 of the Master Guarantee and Collateral
Agreement. The

                                       36



agreements set forth in Sections 9.01, 9.02, 9.03 and 9.04 of this Agreement are
made in reliance on, and conditioned on the effectiveness as against the holders
of obligations secured by the Subordinate Liens, and for the benefit of the
Secured Parties, of, the corresponding agreements in Sections 11.01, 11.02,
11.03 and 11.04 of the Master Guarantee and Collateral Agreement.

                                   ARTICLE X

                   Subordination of Intercompany Indebtedness

            SECTION 10.01. Subordination. To the fullest extent permitted under
law, the Company and each other Grantor and Guarantor hereby agrees that all
Intercompany Indebtedness owed to it by any Intercompany Obligor is hereby
expressly subordinated, to the extent and in the manner set forth in this
Article X, to the payment in full in cash of all Obligations of such
Intercompany Obligor.

            SECTION 10.02. Dissolution or Insolvency. Upon any dissolution,
winding up, liquidation or reorganization of any Intercompany Obligor, whether
in bankruptcy, insolvency, reorganization, arrangement or receivership
proceedings or otherwise, or upon any assignment for the benefit of creditors or
any other marshalling of the assets and liabilities of any Intercompany Obligor,
or otherwise:

            (a) the Secured Parties shall, as between such Secured Parties and
      the Company or any other Grantor or Guarantor, first be entitled to
      receive payment in full in cash of the Obligations of such Intercompany
      Obligor in accordance with the terms of such Obligations before the
      Company or such Grantor or Guarantor shall be entitled to receive any
      payment on account of the Intercompany Indebtedness of such Intercompany
      Obligor, whether as principal, interest or otherwise; and

            (b) any payment by, or distribution of the assets of, such
      Intercompany Obligor of any kind or character, whether in cash, property
      or securities, to which the Company or any other Grantor or Guarantor
      would be entitled except for the provisions of clause (a) above shall,
      upon receipt by the Company or such Grantor or Guarantor, be held in trust
      (or in a compte de sequestre, if applicable) for the applicable Secured
      Parties and, subject to the provisions of Article IX hereof and of
      Articles XI and XII of the Master Guarantee and Collateral Agreement,
      promptly paid or delivered directly to the Collateral Agent for the
      benefit of such Secured Parties to the extent necessary to make payment in
      full in cash of all such Obligations remaining unpaid, after giving effect
      to any concurrent payment or distribution to such Secured Parties in
      respect of such Obligations.

            SECTION 10.03. Subrogation. Subject to (and only upon) the prior
indefeasible payment in full in cash of all the Obligations of any Intercompany
Obligor and to the provisions of the Master Guarantee and Collateral Agreement,
the Company or any other Grantor or Guarantor holding Intercompany Indebtedness
of such

                                       37



Intercompany Obligor shall be subrogated to the rights of the applicable Secured
Parties to receive payments or distributions in cash, property or securities
applicable to such Obligations until all amounts owing on the Intercompany
Indebtedness of such Intercompany Obligor shall be paid in full, and as between
and among such Intercompany Obligor, its creditors (other than its Secured
Parties) and the Company or any other Grantor or Guarantor holding Intercompany
Indebtedness of such Intercompany Obligor, no such payment or distribution made
to the Secured Parties by virtue of this Agreement that otherwise would have
been made to the Company or any other Grantor or Guarantor in respect of such
Intercompany Indebtedness shall be deemed to be a payment by such Intercompany
Obligor on account of such Intercompany Indebtedness.

            SECTION 10.04. Other Creditors. Nothing contained in this Article is
intended to or shall impair, as between and among any Intercompany Obligor, its
creditors (other than the Secured Parties) and the Company or any other Grantor
or Guarantor holding Intercompany Indebtedness of such Intercompany Obligor, the
obligations of such Intercompany Obligor to pay its Intercompany Indebtedness as
and when the same shall become due and payable in accordance with the terms
thereof, or affect the relative rights of the Company or any other Grantor or
Guarantor holding Intercompany Indebtedness of such Intercompany Obligor and the
creditors of such Intercompany Guarantor (other than the Secured Parties).

            SECTION 10.05. No Waiver. No right of any Secured Party to enforce
this Article shall at any time or in any way be prejudiced or impaired by any
act or failure to act on the part of any of the Collateral Agent, the other
Secured Parties, or any Intercompany Obligor, or by any noncompliance by any
Intercompany Obligor with the terms, provisions and covenants contained in this
Agreement, any Other Security Document or the Deposit-Funded Credit Agreement,
and the Secured Parties are hereby expressly authorized to extend, renew,
increase, decrease, modify or amend the terms of the Obligations or any security
therefor, and to release, sell or exchange any such security and otherwise deal
freely with any Intercompany Obligor, all without notice to or consent of the
Company or any other Grantor or Guarantor and without affecting the liabilities
and obligations of the parties hereto.

            SECTION 10.06. Obligations Hereunder Not Affected. (a) All rights
and interests of the Secured Parties under this Article, and all agreements and
obligations of the Company and each other Grantor or Guarantor under this
Article, shall remain in full force and effect irrespective of:

             (i) any lack of validity or enforceability of the Deposit-Funded
         Credit Agreement;

             (ii) any change in the time, manner or place of payment of, or in
         any other term of, all or any of the Obligations, or any other
         amendment or waiver of or consent to departure from the Deposit-Funded
         Credit Agreement;

                                       38



             (iii) any exchange, release or nonperfection of any security
         interest in any Collateral, or any release or amendment or waiver of or
         consent to departure from any Guarantee, in respect of all or any of
         the Obligations; or

             (iv) any other circumstance that might otherwise constitute a
         defense available to, or a discharge of, any Intercompany Obligor in
         respect of Obligations or of the Company or any Grantor or Guarantor in
         respect of the agreements contained in this Article.

            (b) The agreements contained in this Article shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
the Obligations or any part thereof is rescinded or must otherwise be returned
by any Secured Party upon the insolvency, bankruptcy or reorganization of any
Intercompany Obligor or otherwise, all as though such payment had not been made.

            (c) The Company and each Grantor and Guarantor hereby agree that the
Secured Parties may, without affecting or impairing any of the obligations of
the Company or such Grantor or Guarantor hereunder, from time to time to (i)
renew, compromise, extend, increase, accelerate or otherwise change the time for
payment of, or otherwise change the terms of, the Obligations or any part
thereof and (ii) exercise or refrain from exercising any rights against any
Intercompany Obligor or any other Person.

                                   ARTICLE XI

                                  Miscellaneous

            SECTION 11.01. Notices. All communications and notices hereunder
shall (except as otherwise expressly permitted herein) be given as provided in
the Deposit-Funded Credit Agreement. All communications and notices hereunder to
any Grantor or Guarantor other than the Company shall be given to it in care of
the Company as provided in the Deposit-Funded Credit Agreement.

            SECTION 11.02. Waivers; Amendment. (a) No failure or delay by the
Collateral Agent or any Secured Party in exercising any right or power hereunder
or under any other Credit Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Collateral Agent and the Secured Parties hereunder and under
the other Credit Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by any Credit Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing, no extension of credit under the Deposit-Funded Credit Agreement
shall be construed as a waiver of any default hereunder, regardless of whether
the Collateral

                                       39



Agent or any Secured Party may have had notice or knowledge of such default at
the time. No notice or demand on any Credit Party in any case shall entitle such
Credit Party to any other or further notice or demand in similar or other
circumstances.

            (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Collateral Agent and the Credit Party or Credit Parties with
respect to which such waiver, amendment or modification is to apply, subject to
any consent required under the Deposit-Funded Credit Agreement.

            SECTION 11.03. Collateral Agent's Fees and Expenses;
Indemnification. (a) The parties hereto agree that the Collateral Agent shall be
entitled to reimbursement of its expenses incurred hereunder as provided in the
Deposit-Funded Credit Agreement.

            (b) Without limitation of its indemnification obligations under the
other Credit Documents, each Grantor and each Guarantor, to the fullest extent
permitted under law, jointly and severally agrees to indemnify the Collateral
Agent and the other Indemnitees (as defined in the Deposit-Funded Credit
Agreement) against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses, including reasonable fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of the execution, delivery or
performance of this Agreement or any agreement or instrument contemplated hereby
or any claim, litigation, investigation or proceeding relating to any of the
foregoing or to the Collateral, whether or not any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses shall have resulted from the gross negligence or wilful
misconduct of such Indemnitee or from the breach of any of its obligations set
forth in any Credit Document.

            (c) The provisions of this Section shall remain operative and in
full force and effect regardless of the termination of this Agreement or any
other Credit Document, the consummation of the transactions contemplated hereby,
the repayment of any of the Obligations, the invalidity or unenforceability of
any term or provision of this Agreement or any other Credit Document, or any
investigation made by or on behalf of the Collateral Agent or any other Secured
Party. All amounts due under this Section shall be payable promptly after
written demand therefor.

            SECTION 11.04. Successors and Assigns. Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the permitted successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of any Guarantor or Grantor or the
Collateral Agent that are contained in this Agreement shall bind and inure to
the benefit of their respective successors and assigns.

            SECTION 11.05. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Credit Parties in the Credit
Documents and in the certificates or other instruments prepared or delivered in
connection with or pursuant

                                       40



to this Agreement or any other Credit Document shall be considered to have been
relied upon by the Lenders and shall survive the execution and delivery of the
Credit Documents and the making of any Loans and issuance of any Letters of
Credit, regardless of any investigation made by any Lender or on its behalf and
notwithstanding that the Collateral Agent, any Issuing Bank or any Lender may
have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended under the Deposit-Funded Credit
Agreement, and shall, subject to Section 11.13, continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under any Credit Document is outstanding and
unpaid or any Letter of Credit is outstanding and so long as the Commitments
under the Deposit-Funded Credit Agreement have not expired or terminated.

            SECTION 11.06. Counterparts; Effectiveness; Several Agreement. This
Agreement may be executed in counterparts, each of which shall constitute an
original but all of which when taken together shall constitute a single
contract, and shall become effective as provided in this Section. Delivery of an
executed signature page to this Agreement by facsimile transmission shall be as
effective as delivery of a manually signed counterpart of this Agreement. This
Agreement shall become effective as to any Credit Party when a counterpart
hereof executed on behalf of such Credit Party shall have been delivered to the
Collateral Agent and a counterpart hereof shall have been executed on behalf of
the Collateral Agent, and thereafter shall be binding upon such Credit Party and
the Collateral Agent and their respective permitted successors and assigns, and
shall inure to the benefit of such Credit Party, the Collateral Agent and the
other Secured Parties and their respective successors and assigns, except that
no Credit Party shall have the right to assign or transfer its rights or
obligations hereunder (and any such assignment or transfer shall be void) except
as expressly contemplated by this Agreement. This Agreement shall be construed
as a separate agreement with respect to each Credit Party and may be amended,
modified, supplemented, waived or released with respect to any Credit Party
without the approval of any other Credit Party and without affecting the
obligations of any other Credit Party hereunder.

            SECTION 11.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

            SECTION 11.08. Right of Set-Off. Without limitation to the
provisions of Section 4.07, if an Event of Default shall have occurred and be
continuing and the Loans shall have become due and payable pursuant to Article
VII of the Deposit-Funded Credit Agreement, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and

                                       41



other obligations at any time owing by such Lender or Affiliate to or for the
credit or the account of any Credit Party against any of and all the obligations
of such Credit Party now or hereafter existing under this Agreement or any other
Credit Document and owed to such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement and although such
obligations may be unmatured. The rights of each Lender under this Section are
in addition to other rights and remedies (including other rights of set-off)
which such Lender may have.

            SECTION 11.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

            (b) Each party hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any other Credit Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement or any other Credit Document shall
affect any right that any party hereto may otherwise have to bring any action or
proceeding relating to this Agreement or any other Credit Document in the courts
of any jurisdiction.

            (c) Each party hereto hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or any other Credit
Document in any court referred to in paragraph (b) of this Section. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

            (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 11.01. Nothing in this
Agreement or any other Credit Document will affect the right of any party to
this Agreement to serve process in any other manner permitted by law.

            SECTION 11.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO

                                       42



(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

            SECTION 11.11. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

            SECTION 11.12. Security Interest Absolute. The pledges and security
interests created hereby and by the Other Security Documents shall be absolute
and unconditional irrespective of (a) any lack of validity or enforceability of
the Deposit-Funded Credit Agreement, any other Credit Document, any agreement
with respect to any of the Obligations or any other agreement or instrument
relating to any of the foregoing, (b) any change in the time, manner or place of
payment of, or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to any departure from the Deposit-Funded
Credit Agreement, any other Credit Document or any other agreement or
instrument, (c) any exchange, release or non-perfection of any Lien on other
collateral, or any release or amendment or waiver of or consent under or
departure from any guarantee, securing or guaranteeing all or any of the
Obligations, or (d) any other circumstance that might otherwise constitute a
defense available to, or a discharge of, any Grantor or Guarantor in respect of
the Obligations or this Agreement.

            SECTION 11.13. Termination or Release. (a) This Agreement and the
Other Security Documents shall terminate and all pledges and security interests
created hereunder and thereunder shall be automatically released when (i) the
principal of all Loans, all accrued interest and fees and all other Obligations
due and owing under the Deposit-Funded Credit Agreement have been paid in full,
(ii) the Lenders have no further commitment to lend under the Deposit-Funded
Credit Agreement, (iii) the LC Exposures under the Deposit-Funded Credit
Agreement have been reduced to zero and (iv) the Issuing Banks under the
Deposit-Funded Credit Agreement have no further obligation to issue Letters of
Credit thereunder.

            (b) A Subsidiary shall automatically be released from its
obligations as a Grantor or Guarantor hereunder and under each Other Security
Document, and all pledges hereunder or under any Other Security Document of and
security interests created hereunder or under any Other Security Document in the
Collateral of such Subsidiary shall be automatically released, upon the
consummation of any transaction permitted by this Agreement and the
Deposit-Funded Credit Agreement as a result of which such Subsidiary ceases to
be a Subsidiary; provided that any consent to such transaction required by the
Deposit-Funded Credit Agreement shall have been obtained and the terms of such
consent shall not provide otherwise.

                                       43



            (c) Upon any sale or other transfer of any Collateral permitted
under this Agreement and the Deposit-Funded Credit Agreement by any Grantor to
any Person other than the Company or a Subsidiary, or upon the effectiveness of
any written consent to the release of any pledge or security interest created
hereby or by any Other Security Document in respect of any Collateral pursuant
to and in accordance with the requirements of the Deposit-Funded Credit
Agreement, all pledges hereunder or under any Other Security Document of and
security interests created hereunder or under any Other Security Document in
such Collateral shall be automatically released.

            (d) At the time the Goodyear Venezuela Transaction is completed, all
pledges hereunder or under any Other Security Document of and security interests
created hereunder or under any Other Security Document in the Equity Interests
of C.A. Goodyear de Venezuela sold by the Company to Goodyear do Brasil
Productos de Borraca Ltda. in such transaction shall be automatically released.

            (e) In connection with any termination or release pursuant to
paragraph (a), (b), (c) or (d) above, the Collateral Agent shall execute and
deliver to each applicable Grantor, at such Grantor's expense, all documents
that such Grantor shall reasonably request to evidence such termination or
release. Any execution and delivery of documents pursuant to this Section shall
be without recourse to or representation or warranty by the Collateral Agent.
Notwithstanding paragraph (b) or (c) above, in the case of any Lien on any
Equity Interests in an entity organized under the laws of a jurisdiction outside
the United States of America, such Lien shall not be released until the
Collateral Agent executes and delivers to the applicable Grantor a written
consent to such release. The Collateral Agent agrees to execute and deliver any
such written consent required by the immediately preceding sentence that is
requested by the applicable Grantor in connection with the consummation of any
transaction permitted by this Agreement and the Credit Agreements.

            SECTION 11.14. Additional Grantors and Guarantors. (a) Upon
execution and delivery by the Collateral Agent and a Subsidiary of an instrument
in a form agreed to by the Collateral Agent and the Company (an "Additional
Subsidiary Agreement"), such Subsidiary shall become a party hereto and a
Grantor and a Guarantor hereunder to the extent set forth in such Additional
Subsidiary Agreement and shall, to the extent applicable, guarantee and create
pledges of and security interests in its assets to secure the Obligations with
the same force and effect as if originally named as a Grantor or Guarantor
herein. At the time any Subsidiary shall become a party to this Agreement as
provided in the preceding sentence, the Schedules hereto shall be supplemented
as appropriate to reflect the guarantees, pledges and security interests, as
applicable, given or created by such Subsidiary, and such supplemented Schedules
shall replace the Schedules that shall theretofore have been attached to this
Agreement. The execution and delivery of any Additional Subsidiary Agreement and
the amendment of the Schedules hereto as above provided shall not require the
consent of any other Credit Party. The rights and obligations of each Credit
Party shall remain in full force and effect notwithstanding the addition of any
new Credit Party as a party to this Agreement.

                                       44



            (b) Any Subsidiary that is a Guarantor may elect to become a Grantor
at any time by delivering a certificate in substantially the form agreed to by
the Collateral Agent and the Company or in such other form as may be reasonably
required by the Collateral Agent. Any such election shall be effective
immediately upon the delivery of such certificate. At the time any such election
is made, the Schedules hereto shall be supplemented as appropriate to reflect
the pledges and security interests given or created by such Subsidiary, and such
supplemented Schedules shall replace the Schedules that shall theretofore have
been attached to this Agreement. The execution and delivery of any certificate
hereunder and the amendment of the Schedules hereto as above provided shall not
require the consent of the Collateral Agent or any Credit Party. The rights and
obligations of each Credit Party shall remain in full force and effect
notwithstanding the addition of any new Grantor as a party to this Agreement.

            SECTION 11.15. Collateral Agent Appointed Attorney-in-Fact. Each
Grantor hereby appoints the Collateral Agent the attorney-in-fact of such
Grantor for the purpose of carrying out the provisions of this Agreement and
taking any action and executing any instrument that the Collateral Agent may
deem necessary or advisable to accomplish the purposes hereof in each case upon
the occurrence and during the continuance of an Event of Default, which
appointment is irrevocable and coupled with an interest. Without limiting the
generality of the foregoing, the Collateral Agent shall have the right, upon the
occurrence and during the continuance of an Event of Default under the
Deposit-Funded Credit Agreement (but subject to any applicable provisions of
Article IX), with full power of substitution either in the Collateral Agent's
name or in the name of such Grantor (a) to receive, endorse, assign and/or
deliver any and all notes, acceptances, checks, drafts, money orders or other
evidences of payment relating to the Collateral of such Grantor or any part
thereof; (b) to demand, collect, receive payment of, give receipt for and give
discharges and releases of all or any of the Collateral; (c) to sign the name of
any Grantor on any invoice or bill of lading relating to any of the Collateral;
(d) to send verifications of Accounts Receivable to any Account Debtor; (e) to
commence and prosecute any and all suits, actions or proceedings at law or in
equity in any court of competent jurisdiction to collect or otherwise realize on
all or any of the Collateral or to enforce any rights in respect of any
Collateral; (f) to settle, compromise, compound, adjust or defend any actions,
suits or proceedings relating to all or any of the Collateral; (g) to notify, or
to require any Grantor to notify, Account Debtors to make payment directly to
the Collateral Agent relating to the Collateral; and (h) to use, sell, assign,
transfer, pledge, make any agreement with respect to or otherwise deal with all
or any of the Collateral, and to do all other acts and things necessary to carry
out the purposes of this Agreement, as fully and completely as though the
Collateral Agent were the absolute owner of the Collateral for all purposes;
provided that nothing herein contained shall be construed as requiring or
obligating the Collateral Agent to make any commitment or to make any inquiry as
to the nature or sufficiency of any payment received by the Collateral Agent, or
to present or file any claim or notice, or to take any action with respect to
the Collateral or any part thereof or the moneys due or to become due in respect
thereof or any property covered thereby. The Collateral Agent and the other
Secured Parties shall be accountable only for amounts actually received as a
result of the exercise of the powers granted to them herein, and neither they
nor their officers, directors, employees or agents shall be responsible to any
Grantor for any act or failure to

                                       45



act hereunder, except for their own gross negligence or wilful misconduct or the
breach of such Person of its obligations set forth herein.

                                       46



                                    THE GOODYEAR TIRE & RUBBER
                                    COMPANY

                                      by

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

                                    JPMORGAN CHASE BANK, individually and as
                                    Administrative Agent and Collateral Agent,

                                      by

                                           /s/ Gary L. Spevack
                                         ---------------------------------------
                                         Name: Gary L. Spevack
                                         Title: Vice President

                                    ALLIED TIRE SALES, INC., as a
                                    GUARANTOR and a GRANTOR

                                      by

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

                                    BELT CONCEPTS OF AMERICA, INC.,
                                    as a GUARANTOR and a GRANTOR

                                      by

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

                                    CELERON CORPORATION, as a
                                    GUARANTOR

                                      by

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



                                    COSMOFLEX, INC., as a GUARANTOR
                                    and a GRANTOR

                                      by

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

                                    DAPPER TIRE CO., INC., as a
                                    GUARANTOR and a GRANTOR

                                      by

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

                                    DIVESTED COMPANIES HOLDING
                                    COMPANY, as a GUARANTOR and a
                                    GRANTOR

                                      by

                                           /s/ Ronald J. Carr
\                                        ---------------------------------------
                                         Name: Ronald J. Carr
                                         Title: Vice President

                                      by

                                           /s/ Randall M. Loyd
                                         ---------------------------------------
                                         Name: Randall M. Loyd
                                         Title: Vice President

                                    DIVESTED LITCHFIELD PARK
                                    PROPERTIES, INC., as a GUARANTOR
                                    and a GRANTOR

                                      by

                                           /s/ Ronald J. Carr
                                         ---------------------------------------
                                         Name: Ronald J. Carr
                                         Title: Vice President

                                      by

                                           /s/ Randall M. Loyd
                                         ---------------------------------------
                                         Name: Randall M. Loyd
                                         Title: Vice President



                                    GOODYEAR FARMS, INC., as a
                                    GUARANTOR and a GRANTOR

                                      by

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

                                    GOODYEAR INTERNATIONAL
                                    CORPORATION, as a GUARANTOR and
                                    a GRANTOR

                                      by

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

                                    GOODYEAR WESTERN HEMISPHERE
                                    CORPORATION, as a GUARANTOR

                                      by

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

                                    THE KELLY-SPRINGFIELD TIRE
                                    CORPORATION, as a GUARANTOR and
                                    a GRANTOR

                                      by

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

                                    WHEEL ASSEMBLIES INC., as a
                                    GUARANTOR

                                     by

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



                                    WINGFOOT COMMERCIAL TIRE
                                    SYSTEMS, LLC, as a GUARANTOR and
                                    a GRANTOR

                                      by

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

                                    WINGFOOT VENTURES EIGHT INC.,
                                    as a GUARANTOR and a GRANTOR

                                      by

                                           /s/ Ronald J. Carr
                                         ---------------------------------------
                                         Name: Ronald J. Carr
                                         Title: Vice President

                                    GOODYEAR CANADA INC., as a
                                    GUARANTOR and a GRANTOR

                                      by

                                           /s/ L. M. Alexander
                                         ---------------------------------------
                                         Name: L. M. Alexander
                                         Title: Vice President

                                      by

                                           /s/ R. M. Hunter
                                         ---------------------------------------
                                         Name: R. M. Hunter
                                         Title: Assistant Secretary

EX-4.2

                                                                    EXHIBIT 4.2

================================================================================

                         DEPOSIT-FUNDED CREDIT AGREEMENT

                                   dated as of

                                 August 17, 2004

                                      among

                       THE GOODYEAR TIRE & RUBBER COMPANY,
                                  as Borrower,

                            The LENDERS Party Hereto,

                         The ISSUING BANKS Party Hereto,

                                  BNP PARIBAS,
                              as Syndication Agent,

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

          J.P. MORGAN SECURITIES INC.,               BNP PARIBAS, as
              Joint Lead Arranger                as Joint Lead Arranger
              and Sole Bookrunner

================================================================================



                                TABLE OF CONTENTS



                                                                                             Page
                                                                                             ----
                                                                                          
                                    ARTICLE I

                                   Definitions

SECTION 1.01.  Defined Terms.......................................................            1
SECTION 1.02.  Classification of Loans and Borrowings..............................           23
SECTION 1.03.  Foreign Currency Translation........................................           23
SECTION 1.04.  Terms Generally.....................................................           24
SECTION 1.05.  Accounting Terms; GAAP..............................................           24

                                   ARTICLE II

                                   The Credits

SECTION 2.01.  Deposit Account.....................................................           25
SECTION 2.02.  Loans and Borrowings................................................           28
SECTION 2.03.  Requests for Borrowing..............................................           29
SECTION 2.04.  Letters of Credit...................................................           30
SECTION 2.05.  Funding of Borrowings...............................................           36
SECTION 2.06.  Interest Elections..................................................           36
SECTION 2.07.  Reductions of Commitments...........................................           37
SECTION 2.08.  Repayment of Loans; Evidence of Debt................................           38
SECTION 2.09.  Prepayment of Loans.................................................           38
SECTION 2.10.  Fees................................................................           39
SECTION 2.11.  Interest............................................................           40
SECTION 2.12.  Alternate Rate of Interest..........................................           41
SECTION 2.13.  Increased Costs.....................................................           42
SECTION 2.14.  Break Funding Payments..............................................           43
SECTION 2.15.  Taxes...............................................................           44
SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing of Setoffs..........           45
SECTION 2.17.  Mitigation Obligations; Replacement of Lenders......................           47

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.  Organization; Powers................................................           48
SECTION 3.02.  Authorization; Enforceability.......................................           48
SECTION 3.03.  Governmental Approvals; No Conflicts................................           48
SECTION 3.04.  Financial Statements; No Material Adverse Change....................           49
SECTION 3.05.  Litigation and Environmental Matters................................           49
SECTION 3.06.  Compliance with Laws and Agreements.................................           49
SECTION 3.07.  Investment and Holding Company Status...............................           50




                                                                                           
SECTION 3.08.  ERISA and Canadian Pension Plans....................................           50
SECTION 3.09.  Disclosure..........................................................           50
SECTION 3.10.  Security Interests..................................................           50
SECTION 3.11.  Use of Proceeds and Letters of Credit...............................           52

                                   ARTICLE IV

                                   Conditions

SECTION 4.01.  Effective Date......................................................           52
SECTION 4.02.  Each Credit Event...................................................           55

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.  Financial Statements and Other Information..........................           56
SECTION 5.02.  Notices of Defaults.................................................           58
SECTION 5.03.  Existence; Conduct of Business......................................           58
SECTION 5.04.  Maintenance of Properties...........................................           58
SECTION 5.05.  Books and Records; Inspection and Audit Rights......................           58
SECTION 5.06.  Compliance with Laws................................................           58
SECTION 5.07.  Insurance...........................................................           59
SECTION 5.08.  Guarantees and Collateral...........................................           59

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.  Indebtedness and Preferred Equity Interests.........................           61
SECTION 6.02.  Liens...............................................................           64
SECTION 6.03.  Sale and Leaseback Transactions.....................................           66
SECTION 6.04.  Fundamental Changes.................................................           67
SECTION 6.05.  Investments, Loans, Advances and Guarantees.........................           67
SECTION 6.06.  Asset Dispositions..................................................           69
SECTION 6.07.  Restricted Payments.................................................           70
SECTION 6.08.  Capital Expenditures................................................           71
SECTION 6.09.  Interest Expense Coverage Ratio.....................................           72
SECTION 6.10.  Consolidated Net Worth..............................................           72
SECTION 6.11.  Senior Secured Indebtedness Ratio...................................           72



                                      ii


                                                                                           
                                   ARTICLE VII

                                Events of Default

SECTION 7.01.  Events of Default...................................................           72

                                  ARTICLE VIII

                                   The Agents

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01.  Notices.............................................................           78
SECTION 9.02.  Waivers; Amendments.................................................           79
SECTION 9.03.  Expenses; Indemnity; Damage Waiver..................................           80
SECTION 9.04.  Successors and Assigns..............................................           81
SECTION 9.05.  Survival............................................................           85
SECTION 9.06.  Counterparts; Integration; Effectiveness; Issuing Banks.............           86
SECTION 9.07.  Severability........................................................           86
SECTION 9.08.  Right of Setoff.....................................................           86
SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process..........           86
SECTION 9.10.  WAIVER OF JURY TRIAL................................................           87
SECTION 9.11.  Headings............................................................           87
SECTION 9.12.  Confidentiality.....................................................           87
SECTION 9.13.  Interest Rate Limitation............................................           88
SECTION 9.14.  Security Documents..................................................           88
SECTION 9.15.  Additional Financial Covenants......................................           89
SECTION 9.16.  USA Patriot Act Notice..............................................           89



SCHEDULES:

Schedule 1.01A  -- Consent Subsidiaries
Schedule 1.01B  -- Mortgaged Properties

Schedule 1.01C  -- Senior Subordinated-Lien Indebtedness
Schedule 2.01   -- Commitments
Schedule 2.04   -- Existing Letters of Credit
Schedule 3.10(b)-- Mortgaged Properties
Schedule 3.10(c)-- Material Intellectual Property
Schedule 4.01   -- Post-Effective Date Delivery Requirements
Schedule 6.01   -- Existing Indebtedness
Schedule 6.02   -- Existing Liens
Schedule 6.06   -- Asset Dispositions

                                      iii



EXHIBITS:

Exhibit A       -- Form of Borrowing Request
Exhibit B       -- Form of Interest Election Request
Exhibit C       -- Form of Promissory Note
Exhibit D       -- Form of Assignment and Assumption

Exhibit E-1     -- Form of Opinion of Borrower's Outside Counsel
Exhibit E-2     -- Form of Opinion of Borrower's General Counsel
Exhibit F       -- Guarantee and Collateral Agreement

Exhibit G       -- Permitted Asset Sale Provision for Senior Subordinated-Lien
                   Indebtedness

                                      iv



                        DEPOSIT-FUNDED CREDIT AGREEMENT dated as of August 17,
                  2004 (this "Agreement"), among THE GOODYEAR TIRE & RUBBER
                  COMPANY; the LENDERS party hereto; the ISSUING BANKS party
                  hereto; JPMORGAN CHASE BANK, as Administrative Agent; and BNP
                  PARIBAS, as Syndication Agent.

            The Borrower has requested the Lenders to extend credit to the
Borrower in the form of Borrowings and Letters of Credit in an aggregate
principal or stated amount not in excess of $680,000,000 at any time
outstanding. The Lenders are willing to extend such credit to the Borrower on
the terms and subject to the conditions herein set forth. The proceeds of
Borrowings hereunder will be used for general corporate purposes of the Borrower
and the Subsidiaries. Letters of Credit will be used for general corporate
purposes of the Borrower and the Subsidiaries.

            Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

            SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

            "ABL Facilities Agreement" means the Amended and Restated Term Loan
and Revolving Credit Agreement dated as of February 19, 2004, among the
Borrower, certain lenders, JPMCB, as administrative agent, Citicorp USA, Inc.,
as syndication agent, and Bank of America, N.A. and CIT Financial Group, as
documentation agents.

            "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

            "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

            "Administrative Agent" means JPMCB, in its capacity as
administrative agent for the Lenders hereunder, and its successors in such
capacity.

            "Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.



            "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

            "Agents" means the Administrative Agent and the Collateral Agent.

            "Alternate Base Rate" means, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

            "Applicable Percentage" means, with respect to any Lender, the
percentage of the Total Commitment represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

            "Approved Fund" means (a) with respect to any Lender, a CLO managed
by such Lender or by an Affiliate of such Lender and (b) with respect to any
Lender that is a fund which invests in bank loans and similar extensions of
credit, any other fund that invests in bank loans and similar extensions of
credit and is managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

            "Arrangers" means J.P. Morgan Securities Inc., as Joint Lead
Arranger and Sole Bookrunner, and BNP Paribas, as Joint Lead Arranger, for the
credit facilities established by this Agreement.

            "Assignment and Assumption" means an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit D or any other form approved by the Administrative Agent.

            "Attributable Debt" means, with respect to any Sale and Leaseback
Transaction, the present value (computed in accordance with GAAP and, in the
case of a Sale and Leaseback Transaction that does not result in Capital Lease
Obligations, as if the obligations incurred in connection with such Sale and
Leaseback Transaction were Capital Lease Obligations) of the total obligations
of the lessee for rental payments during the remaining term of the lease
included in such Sale and Leaseback Transaction (including any period for which
such lease has been extended). In the case of any lease which is terminable by
the lessee upon payment of a penalty, the Attributable Debt shall be the lesser
of (i) the Attributable Debt determined assuming termination upon the first date
such lease may be terminated (in which case the Attributable Debt shall also
include the amount of the penalty, but no rent shall be considered as required
to be paid under such lease subsequent to the first date upon which it may be so
terminated) and (ii) the Attributable Debt determined assuming no such
termination.



            "Availability Period" means the period from and including the
Effective Date to but excluding the earlier of (a) the Commitment Termination
Date and (b) any other date on which the Commitments are terminated.

            "Benchmark LIBO Rate" has the meaning set forth in Section 2.01(d).

            "Board" means the Board of Governors of the Federal Reserve System
of the United States of America.

            "Borrower" means The Goodyear Tire & Rubber Company, an Ohio
corporation.

            "Borrowing" means Loans of the same Type made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a
single Interest Period is in effect.

            "Borrowing Request" means a request by the Borrower for a Borrowing
in accordance with Section 2.03 in substantially the form of Exhibit A hereto.

            "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

            "Canadian Benefit Plans" means all material employee benefit plans
of any nature or kind whatsoever that are not Canadian Pension Plans and are
maintained or contributed to by any Credit Party having employees in Canada.

            "Canadian Pension Plans" means each plan which is a registered
pension plan within the meaning of the Income Tax Act (Canada).

            "Canadian Security Agreements" has the meaning assigned to such term
in the Guarantee and Collateral Agreement.

            "Capital Expenditures" means, for any period, (a) the additions to
property, plant and equipment and other capital expenditures of the Borrower and
the Subsidiaries that are (or would be) set forth in a statement of cash flows
of the Borrower and its Consolidated Subsidiaries for such period prepared in
accordance with GAAP, excluding capitalized software expenses, and (b) Capital
Lease Obligations incurred by the Borrower and its Consolidated Subsidiaries
during such period (other than any such Capital Lease Obligations that shall
relate to assets acquired in transactions reflected in Capital Expenditures for
any earlier period). For purposes of this definition, (i) the purchase price of
equipment or other fixed assets that are purchased simultaneously with the
trade-in of existing assets or with insurance proceeds shall be included in
Capital Expenditures only to the extent of the gross amount by which such
purchase price exceeds the credit granted by the seller of such assets for the
assets being traded in at such time or the amount of such insurance proceeds, as
the case may be, (ii) acquisitions



permitted by Section 6.05(e) shall be excluded and (iii) "Capital Expenditures"
in respect of any period shall be reduced by the amount of Customer Capital
Expenditures that are directly paid by customers during such period and by the
amount of reimbursements the Borrower or any Subsidiary shall have received
during such period from customers in respect of Customer Capital Expenditures;
provided that the aggregate amount of such reductions shall not exceed
$50,000,000 in any fiscal year.

            "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

            "Change in Control" means (a) the acquisition of ownership, directly
or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934, as amended, and the rules of the
United States Securities and Exchange Commission thereunder as in effect on the
date hereof), of Equity Interests representing more than 50% of the aggregate
ordinary voting power represented by the issued and outstanding Equity Interests
of the Borrower; or (b) occupation of a majority of the seats (other than vacant
seats) on the board of directors of the Borrower by Persons who were neither (i)
directors on the date hereof or nominated by the board of directors of the
Borrower nor (ii) appointed by directors so nominated.

            "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
any Issuing Bank (or, for purposes of Section 2.13(b), by any lending office of
such Lender or by such Lender's or such Issuing Bank's holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement.

            "CLO" means any entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course of its
business and is administered or managed by a Lender or an Affiliate of such
Lender.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

            "Collateral" has the meaning set forth in the Guarantee and
Collateral Agreement.

            "Collateral Agent" means JPMCB, in its capacity as collateral agent
for the Lenders under the Guarantee and Collateral Agreement and the other
Security Documents.



            "Commitment" means, with respect to each Lender, an amount
representing the maximum permitted aggregate amount of such Lender's Credit
Exposure hereunder, as such amount may be (a) reduced or increased from time to
time pursuant to Section 2.07 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. For the
avoidance of doubt, a Lender's Commitment shall be deemed "unused" at any time
to the extent it exceeds such Lender's Credit Exposure at such time. The initial
amount of each Lender's Commitment is set forth on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its
Commitment, as applicable. The initial aggregate amount of the Lenders'
Commitments is $680,000,000.

            "Commitment Termination Date" means September 30, 2007.

            "Consent Subsidiary" means (a) any Subsidiary listed on Schedule
1.01A and (b) any Subsidiary not on Schedule 1.01A or formed or acquired after
the Effective Date, in respect of which (A) the consent of any Person other than
the Borrower or any Wholly Owned Subsidiary is required by applicable law or the
terms of any organizational document of such Subsidiary or other agreement of
such Subsidiary or any Affiliate of such Subsidiary in order for such Subsidiary
to execute the Guarantee and Collateral Agreement as a Grantor or a Subsidiary
Guarantor and perform its obligations thereunder, or in order for Equity
Interests of such Subsidiary to be pledged under the Security Documents, as the
case may be, and (B) the Borrower endeavored in good faith to obtain such
consents and such consents shall not have been obtained. Notwithstanding the
foregoing, no Subsidiary shall be a Consent Subsidiary at any time that it is a
guarantor of, or has provided any collateral to secure, Indebtedness for
borrowed money of the Borrower, and any Consent Subsidiary (including a Consent
Subsidiary listed in Schedule 1.01A) that at any time ceases to meet the test
set forth in clause (A) shall cease to be a Consent Subsidiary. No Subsidiary
shall be a Consent Subsidiary if it is a US Guarantor or a US Facilities Grantor
under the Master Guarantee and Collateral Agreement.

            "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum for the Borrower and its
Consolidated Subsidiaries of (i) Consolidated Interest Expense for such period,
(ii) income tax expense for such period, (iii) all amounts attributable to
depreciation and amortization for such period, (iv) all non-cash non-recurring
charges for such period, (v) all Rationalization Charges for such period, (vi)
other expense for such period, (vii) equity in losses of affiliates for such
period, (viii) foreign exchange currency losses for such period and (ix)
minority interest in net income of subsidiaries for such period, minus (b)
without duplication, to the extent included in determining such Consolidated Net
Income (except with respect to (ii) and (iii) below), (i) any non-cash
extraordinary gains for such period, (ii) cash expenditures (other than
Rationalization Charges) during such period in respect of items that resulted in
non-cash non-recurring charges during any prior period after March 31, 2003,
(iii) Excess Cash Rationalization Charges, (iv) other income for such period,
(v) equity in earnings of affiliates for such period, (vi) foreign exchange
currency gains for such period and (vii) minority interest in net losses of
subsidiaries for such



period, all determined on a consolidated basis in accordance with GAAP. Each
item referred to in this definition and not defined elsewhere in this Agreement
will be computed by a method consistent with that used in preparing the
financial statements referred to in Section 3.04.

            "Consolidated Interest Expense" means, for any period, the sum,
without duplication, of (a) the consolidated interest expense (including imputed
interest expense in respect of Capital Lease Obligations and excluding fees and
other origination costs included in interest expense and arising from
Indebtedness incurred at any time) of the Borrower and its Consolidated
Subsidiaries for such period, determined in accordance with GAAP but excluding
capitalized interest, (b) all cash dividends paid during such period in respect
of Permitted Preferred Stock and (c) all finance expense related to
Securitization Transactions of the Borrower and its Consolidated Subsidiaries
for such period, excluding amortization of origination and other fees.

            "Consolidated Net Income" means, for any period, the net income or
loss of the Borrower and its Consolidated Subsidiaries for such period
determined in accordance with GAAP.

            "Consolidated Net Worth" means, as of the last day of any fiscal
quarter, (a) the sum for the Borrower of (i) the stated value of outstanding
common stock, (ii) capital surplus and (iii) retained earnings, excluding for
purposes of such calculation the effect of (A) all non-cash non-recurring
charges (including the $84,700,000 of charges incurred in connection with the
Borrower's restatement of its financial statements from 1998 through the second
quarter of 2003, reflected in SEC filings made in the fourth quarter of 2003),
and all non-cash Rationalization Charges and (B) all losses and gains on sales
of assets other than in the ordinary course of business and all other non-cash
non-recurring gains, in each case in (A) and (B) above after December 31, 2002,
minus (b) any portion of the amount computed pursuant to clause (a) of this
definition that is attributable to Tire & Wheel Assemblies, Inc.

            "Consolidated Revenue" means, for any period, the revenues of the
Borrower and its Consolidated Subsidiaries for such period, determined in
accordance with GAAP.

            "Consolidated Senior Secured Indebtedness" means, for any period,
the sum for the Borrower and its Consolidated Subsidiaries for such period,
without duplication, of (a) all Indebtedness (other than up to $2,500,000,000
aggregate principal amount of Senior Subordinated-Lien Indebtedness) that is
included on the Borrower's consolidated balance sheet and is secured by any
assets of the Borrower or a Consolidated Subsidiary, (b) all Capital Lease
Obligations, (c) all synthetic lease financings, (d) all Indebtedness of South
Pacific Tyres that is secured by any of its assets or assets of the Borrower or
a Consolidated Subsidiary and (e) all Securitization Transactions, all
determined in accordance with GAAP. For purposes of computing Consolidated
Senior Secured Indebtedness, the amount of any synthetic lease financing shall
equal the amount that would be capitalized in respect of such lease if it were a
Capital Lease Obligation.



            "Consolidated Subsidiary" means, at any date, each Subsidiary the
accounts of which would be consolidated with those of the Borrower in the
Borrower's consolidated financial statements in accordance with GAAP.

            "Consolidated Total Assets" means, at any date, the total assets of
the Borrower and its Consolidated Subsidiaries, determined in accordance with
GAAP.

            "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

            "Credit Documents" means this Agreement, the Issuing Bank
Agreements, any letter of credit applications referred to in Section 2.04(a) or
(b), any promissory notes delivered pursuant to Section 2.08(e), the Security
Documents and the Lien Subordination and Intercreditor Agreement.

            "Credit Exposure" means, with respect to any Lender at any time, the
sum of the outstanding principal amount of such Lender's Loans and such Lender's
LC Exposure at such time.

            "Credit Party" means the Borrower, each Subsidiary Guarantor and
each Grantor.

            "Customer Capital Expenditures" shall mean all or any portion of the
purchase price of equipment or other fixed assets purchased for use in the
business of the Borrower or any Subsidiary that is paid directly, or reimbursed
to the Borrower or any Subsidiary, by customers of the Borrower or any of the
Subsidiaries that are not Affiliates of the Borrower.

            "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

            "Deposit" means, with respect to each Lender at any time, amounts
actually on deposit in the Deposit Account to the credit of such Lender's
Sub-Account at such time.

            "Deposit Account" means the "Goodyear 2004 Deposit-Funded Credit
Agreement Deposit Account" established by the Administrative Agent at JPMCB
pursuant to Section 2.01(a).

            "Deposit Return" has the meaning set forth in Section 2.01(d).

            "Designated Debt" means Indebtedness of the Borrower that matures
during any of the calendar years 2005, 2006, 2007 and 2008.



            "Disclosure Documents" means (a) the Information Memorandum, (b)
reports of the Borrower on Forms 10-K, 10-Q and 8-K, and any amendments thereto,
that shall have been filed with the Securities and Exchange Commission on or
prior to July 31, 2004, or (ii) filed with the Securities and Exchange
Commission after such date and prior to the Effective Date and delivered to the
Administrative Agent prior to the date hereof.

            "dollars" or "$" refers to lawful money of the United States of
America.

            "Domestic Subsidiary" means any Subsidiary that is not a Foreign
Subsidiary.

            "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

            "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the presence, the management or release of, or exposure to, any
Hazardous Materials or to health and safety matters.

            "Environmental Liability" means all liabilities, obligations,
damages, losses, claims, actions, suits, judgments, orders, fines, penalties,
fees, expenses and costs (including administrative oversight costs, natural
resource damages and remediation costs), whether contingent or otherwise,
arising out of or relating to (a) compliance or non-compliance with any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release of any Hazardous Materials or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.

            "Equity Interests" means shares of capital stock, partnership
interests, membership interests in limited liability companies, beneficial
interests in trusts or other equity ownership interests in any Persons, and any
warrants, options or other rights entitling the holders thereof to purchase or
acquire any such equity interests.

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

            "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower or any Subsidiary, is treated as
a single employer under Section 414(b) or (c) of the Code or, solely for
purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.

            "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to any
Plan



(other than an event for which the 30-day notice period is waived or an event
described in Section 4043.33 of Title 29 of the Code of Federal Regulations);
(b) the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA) as
to which a waiver has not been obtained; (c) the incurrence by the Borrower, a
Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with
respect to the termination of any Plan; (d) the treatment of a Plan amendment as
a termination under Section 4041 of ERISA; (e) any event or condition, other
than the Transactions, that would be materially likely to result in the
termination of, or the appointment of a trustee to administer, any Plan or
Multiemployer Plan under Section 4042 of ERISA; (f) the receipt by the Borrower,
a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any
notice of an intention to terminate any Plan or to appoint a trustee to
administer any Plan; (g) the incurrence by the Borrower, any Subsidiary or any
ERISA Affiliate of any liability under Title IV of ERISA with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (h) the
receipt by the Borrower, any Subsidiary or any ERISA Affiliate of any notice, or
the receipt by any Multiemployer Plan from the Borrower, any Subsidiary or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

            "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

            "European Facilities Agreement" means the $650,000,000 Term Loan and
Revolving Credit Agreement dated as of March 31, 2003, among the European JV,
the other borrowers thereunder, certain lenders and JPMCB, as administrative
agent.

            "European JV" means Goodyear Dunlop Tires Europe B.V.

            "Event of Default" has the meaning assigned to such term in Article
VII.

            "Excess Cash Rationalization Charges" means, for any period, cash
expenditures of the Borrower and its Consolidated Subsidiaries in such period
with respect to Rationalization Charges recorded on the Borrower's consolidated
income statement after March 31, 2003; provided, however that for such cash
expenditures incurred after September 1, 2003, Excess Cash Rationalization
Charges shall only include the aggregate amount of such cash expenditures which
exceed the sum of $100,000,000 (or $50,000,000 if incurred prior to December 31,
2003) plus 25% of the Net Cash Proceeds from the issuance and sale of its Equity
Interests or Indebtedness pursuant to Section 6.01(q).

            "Excluded Subsidiary" means any Subsidiary with only nominal assets
and no operations. No Subsidiary shall be an Excluded Subsidiary if it is a US
Guarantor or a US Facilities Grantor under the Master Guarantee and Collateral
Agreement.



            "Excluded Taxes" means, with respect to the Administrative Agent,
any Lender, any Issuing Bank or any other recipient of any payment to be made by
or on account of any obligation of the Borrower hereunder, (a) income or
franchise taxes imposed on (or measured by) its net income by the United States
or by the jurisdiction under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which
its applicable lending office is located, (b) any branch profits taxes imposed
by the United States or any similar tax imposed by any other jurisdiction
described in clause (a) above and (c) (i) any withholding tax that is imposed by
the United States on amounts payable to a Foreign Lender (other than an assignee
pursuant to a request by the Borrower under Section 2.17(b)) at the time such
Foreign Lender first becomes a party to this Agreement (or designates a new
lending office), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 2.15(a) or (ii) any withholding tax
that is imposed by the United States on amounts payable to a Foreign Lender that
is attributable to such Foreign Lender's failure to comply with Section 2.15(f).

            "Existing Letters of Credit" means the letters of credit outstanding
as "Letters of Credit" as of the Effective Date under the US Revolving Facility
Agreement, each of which is set forth on Schedule 2.04.

            "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

            "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or any assistant treasurer of the Borrower.

            "Foreign Lender" means any Lender that is organized under the laws
of a jurisdiction other than that in which the Borrower is located. For purposes
of this definition, the United States, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction.

            "Foreign Pledge Agreement" means a pledge agreement securing the
Obligations or any of them that is governed by the law of a jurisdiction other
than the United States and reasonably satisfactory in form and substance to the
Collateral Agent.

            "Foreign Subsidiary" means any Subsidiary organized under the laws
of a jurisdiction other than the United States or any of its territories or
possessions or any political subdivision thereof.



            "GAAP" means generally accepted accounting principles in the United
States.

            "Governmental Authority" means the government of the United States,
Canada, any other nation or any political subdivision thereof, whether state,
provincial or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

            "Grantors" means the Borrower and each North American Subsidiary
that has become, or is required to become, a Grantor (as defined in the
Guarantee and Collateral Agreement) and, if applicable, a party to any Canadian
Security Agreement pursuant to Section 4.01(k) or Section 5.08.

            "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including
any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment
thereof, (c) to maintain working capital, equity capital or any other financial
statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Indebtedness or (d) as an account party in respect
of any letter of credit or letter of guaranty issued to support such
Indebtedness; provided, that the term Guarantee shall not include endorsements
for collection or deposit in the ordinary course of business. The amount of any
Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Guarantee is made and (b) the maximum amount for which
such guaranteeing person may be liable pursuant to the terms of the instrument
embodying such Guarantee, unless such primary obligation and the maximum amount
for which such guaranteeing person may be liable are not stated or determinable,
in which case the amount of such Guarantee shall be such guaranteeing person's
maximum reasonably anticipated liability (assuming such person is required to
perform) in respect thereof as determined in such person's good faith.

            "Guarantee and Collateral Agreement" means the Guarantee and
Collateral Agreement among the Borrower, the Subsidiary Guarantors, the
Grantors, certain other Subsidiaries and the Collateral Agent substantially in
the form of Exhibit F.

            "Hazardous Materials" means (a) petroleum products and byproducts,
asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radon
gas, chlorofluorocarbons and all other ozone-depleting substances; and (b) any
pollutant or contaminant or any hazardous, toxic, radioactive or otherwise
regulated chemical, material, substance or waste that is prohibited, limited or
regulated pursuant to any applicable Environmental Law.



            "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding accounts payable incurred in the ordinary course of business), (e)
all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right to be secured by) any Lien on property owned
or acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g)
all Capital Lease Obligations of such Person, (h) all obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty and (i) all Securitization Transactions of such Person.
The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to
the extent such Person is liable therefor as a result of such Person's ownership
interest in such entity. The Deposits shall in no event constitute Indebtedness
of the Borrower.

            "Indemnified Taxes" means Taxes other than Excluded Taxes.

            "Indemnitee" has the meaning set forth in Section 9.03.

            "Information" has the meaning set forth in Section 9.12.

            "Information Memorandum" means the Confidential Information
Memorandum dated July 2004 relating to the Borrower and the Transactions.

            "Interest Election Request" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.06 in substantially
the form of Exhibit B hereto.

            "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December and (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months' duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period.

            "Interest Period" means, with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect; provided that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the



last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and, in the case of a Borrowing,
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

            "Investments" has the meaning assigned to such term in Section 6.05.

            "Issuing Bank" means JPMCB, BNP Paribas, Bank of America, Bank One,
N.A., Citibank, N.A., Deutsche Bank AG, New York Branch, Credit Suisse First
Boston, acting through its Cayman Islands branch, and any other financial
institution that has entered into an Issuing Bank Agreement, each in its
capacity as an issuer of Letters of Credit hereunder, and its successors in such
capacity as provided in Section 2.04(i). Each Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
or branches of such Issuing Bank, in which case the term "Issuing Bank" shall
include any such Affiliate or branch with respect to Letters of Credit issued by
such Affiliate or branch.

            "Issuing Bank Agreement" means an agreement in form reasonably
satisfactory to the Borrower and the Administrative Agent pursuant to which a
financial institution agrees to act as an Issuing Bank hereunder.

            "JPMCB" means JPMorgan Chase Bank and its successors.

            "Junior Securities" means, collectively, any Senior
Subordinated-Lien Indebtedness and any Indebtedness or preferred Equity
Interests issued under Section 6.01(q).

            "LC Commitment" means, as to any Issuing Bank, the maximum permitted
amount of the LC Exposure that may be attributable to Letters of Credit issued
by such Issuing Bank, as set forth in such Issuing Bank's Issuing Bank
Agreement.

            "LC Disbursement" means a payment made by any Issuing Bank pursuant
to a Letter of Credit.

            "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time (by the borrowing of Loans or otherwise).
The LC Exposure of any Lender at any time shall be its Applicable Percentage of
the total LC Exposure at such time.

            "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption.



            "Letter of Credit" means each Existing Letter of Credit and any
letter of credit issued pursuant to this Agreement.

            "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason with respect to any Eurodollar Borrowing,
then the "LIBO Rate" with respect to such Eurodollar Borrowing for such Interest
Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of
1%) at which dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

            "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, French delegation of claims, lien, pledge, hypothecation, encumbrance,
charge or security interest in, on or of such asset, (b) the interest of a
vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same
economic effect as any of the foregoing) relating to such asset and (c) in the
case of securities, any purchase option, call or similar right of a third party
with respect to such securities.

            "Lien Subordination and Intercreditor Agreement" means the Lien
Subordination and Intercreditor Agreement dated as of March 12, 2004, among the
Collateral Agent, Wilmington Trust Company, the Initial Junior Indebtedness
Collateral Agent, the Borrower and the Subsidiary Guarantors.

            "Loans" means the loans made by the Lenders to the Borrower pursuant
to this Agreement.

            "Luxembourg Finance" means Goodyear Finance Holding S.A., a
corporation organized in Luxembourg.

            "Majority Lenders" means, at any time, Lenders having aggregate
Credit Exposures and unused Commitments representing at least a majority of the
sum of the total Credit Exposures and unused Commitments at such time.

            "Master Guarantee and Collateral Agreement" means the Master
Guarantee and Collateral Agreement dated as of March 31, 2003, as Amended and
Restated as of February 20, 2004, among the Borrower, the Subsidiary Guarantors,
the



Grantors, certain other Subsidiaries and JPMCB, in its capacity as Collateral
Agent under the credit agreements described therein.

            "Material Adverse Change" means a material adverse change in or
effect on (a) the business, operations, properties, assets or financial
condition (including as a result of the effects of any contingent liabilities
thereon) of the Borrower and the Subsidiaries, taken as a whole, (b) the ability
of the Credit Parties, taken as a whole, to perform obligations under this
Agreement and the other Credit Documents that are material to the rights or
interests of the Lenders or (c) the rights of or benefits available to the
Lenders or the Issuing Banks under this Agreement and the other Credit Documents
that are material to the interests of the Lenders or the Issuing Banks.

            "Material Foreign Subsidiary" means, at any time, each Foreign
Subsidiary that had assets with an aggregate book value in excess of $50,000,000
as of December 31, 2002, or if later, as of the end of the most recent fiscal
quarter for which financial statements have been delivered (or deemed delivered)
pursuant to Section 5.01(a) or (b).

            "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Swap Agreements, of
any one or more of the Borrower and the Subsidiaries in an aggregate principal
amount exceeding $25,000,000. For purposes of determining Material Indebtedness,
the "principal amount" of the obligations of the Borrower or any Subsidiary in
respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Swap Agreement were terminated at such time,
calculated in accordance with the terms of such Swap Agreement.

            "Material Intellectual Property" means all Intellectual Property (as
defined in the Guarantee and Collateral Agreement) of the Borrower and the
Grantors, other than Intellectual Property that in the aggregate is not material
to the business of the Borrower and the Subsidiaries, taken as a whole.

            "Material Subsidiary" means, at any time, each Subsidiary other than
Subsidiaries that do not represent more than 1% for any such individual
Subsidiary, or more than 5% in the aggregate for all such Subsidiaries, of
either (a) Consolidated Total Assets or (b) Consolidated Revenue for the period
of four fiscal quarters most recently ended.

            "Moody's" means Moody's Investors Service, Inc., or any successor
thereto.

            "Mortgage" means a mortgage or deed of trust, assignment of leases
and rents, or other security documents reasonably satisfactory in form and
substance to the Collateral Agent granting a Lien on any Mortgaged Property to
secure the Obligations.

            "Mortgaged Property" means, at any time, each parcel of real
property listed in Schedule 1.01B and the improvements thereto.



            "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

            "NAIC" means the National Association of Insurance Commissioners.

            "Net Cash Proceeds" shall have the meaning assigned to such term in
the US Term Facility Agreement; provided, that the Net Cash Proceeds of any
event that is not a Prepayment Event shall be determined as if such event were a
Prepayment Event.

            "New Facilities Credit Agreements" means the ABL Facilities
Agreement and the European Facilities Agreement.

            "New Facilities Documents" means the New Facilities Credit
Agreements, the Master Guarantee and Collateral Agreement and the other Security
Documents (as such term is defined in any New Facilities Credit Agreement).

            "North American Subsidiary" means any Subsidiary organized under the
laws of the United States or Canada or any of their respective states,
provinces, territories or possessions or any political subdivision of any
thereof.

            "Obligations" means (a) the due and punctual payment of (i) the
principal of and interest (including interest accruing during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding) on the Loans, when and as
due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (ii) each payment required to be made by the Borrower
under this Agreement in respect of any Letter of Credit, when and as due,
including payments in respect of reimbursements of LC Disbursements and interest
thereon and (iii) all other monetary obligations of the Credit Parties to any of
the Secured Parties under this Agreement and each of the other Credit Documents,
including fees, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding), and
(b) the due and punctual performance of all other obligations of the Credit
Parties to any of the Secured Parties under this Agreement and the other Credit
Documents.

            "Other Taxes" means any and all present or future stamp,
documentary, excise, recording, transfer, sales, property or similar taxes,
charges or levies arising from any payment made under any Credit Document or
from the execution, delivery or enforcement of, or otherwise with respect to,
any Credit Document.

            "Participant" has the meaning assigned to such term in Section 9.04.

            "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA and any successor entity performing similar functions.

            "Perfection Certificate" means a certificate in the form of Exhibit
II to the Guarantee and Collateral Agreement or any other form approved by the
Collateral Agent.



            "Permitted Encumbrances" means:

            (a) (i) Liens imposed by law for taxes that are not yet due or are
      being contested and (ii) deemed trusts and Liens to which the Priority
      Payables Reserve (as defined in the ABL Facilities Agreement) relates for
      taxes, assessments or other charges or levies that are not yet due and
      payable;

            (b) carriers', warehousemen's, mechanics', materialmen's,
      repairmen's and other Liens imposed by law, arising in the ordinary course
      of business and securing obligations that are not overdue by more than 30
      days (or any longer grace period available under the terms of the
      applicable underlying obligation) or are being contested;

            (c) Liens created and pledges and deposits made (including cash
      deposits to secure obligations in respect of letters of credit provided)
      in the ordinary course of business in compliance with workers'
      compensation, unemployment insurance and other social security laws or
      regulations;

            (d) Liens created and deposits made to secure the performance of
      bids, trade contracts, leases, statutory obligations, appeal bonds,
      performance bonds and other obligations of a like nature, in each case in
      the ordinary course of business, and Liens created and deposits made prior
      to March 31, 2003 in the ordinary course of business to secure the
      performance of surety bonds;

            (e) judgment liens in respect of judgments that do not constitute an
      Event of Default;

            (f) supplier's liens in inventory, other assets supplied or accounts
      receivable that result from retention of title or extended retention of
      title arrangements arising in connection with purchases of goods in the
      ordinary course of business; and

            (g) easements, zoning restrictions, rights-of-way and similar
      encumbrances on real property and other Liens incidental to the conduct of
      business or ownership of property that arise automatically by operation of
      law or arise in the ordinary course of business and that do not materially
      detract from the value of the property of the Borrower and the
      Subsidiaries or of the Collateral, in each case taken as a whole, or
      materially interfere with the ordinary conduct of business of the Borrower
      and the Subsidiaries, taken as a whole, or otherwise adversely affect in
      any material respect the rights or interests of the Lenders;

provided that (except as provided in clause (d) above) the term "Permitted
Encumbrances" shall not include any Lien securing Indebtedness for borrowed
money.

            "Permitted Investments" means:

            (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States (or
      by any agency



      thereof to the extent such obligations are backed by the full faith and
      credit of the United States), in each case maturing within one year from
      the date of acquisition thereof;

            (b) investments in commercial paper maturing within 270 days from
      the date of acquisition thereof and having, at such date of acquisition,
      ratings of A1 from Standard & Poor's and P1 from Moody's;

            (c) investments in certificates of deposit, banker's acceptances and
      time deposits maturing within 180 days from the date of acquisition
      thereof and issued or guaranteed by or placed with, and money market
      deposit accounts issued or offered by any commercial bank organized under
      the laws of the United States or any State thereof which has a short term
      deposit rating of A1 from Standard & Poor's and P1 from Moody's and has a
      combined capital and surplus and undivided profits of not less than
      $500,000,000;

            (d) fully collateralized repurchase agreements with a term of not
      more than 30 days for securities described in clause (a) above and entered
      into with a financial institution described in clause (c) above;

            (e) money market funds that (i) comply with the criteria set forth
      in Securities and Exchange Commission Rule 2a-7 under the Investment
      Company Act of 1940, (ii) are rated AAA by Standard & Poor's and Aaa by
      Moody's and (iii) have portfolio assets of at least $5,000,000,000; and

            (f) in the case of any Subsidiary that is not a Domestic Subsidiary,
      (i) marketable direct obligations issued or unconditionally guaranteed by
      the sovereign nation in which such Subsidiary is organized and is
      conducting business or issued by any agency of such sovereign nation and
      backed by the full faith and credit of such sovereign nation, in each case
      maturing within one year from the date of acquisition, so long as the
      indebtedness of such sovereign nation is rated at least A by Standard &
      Poor's or A2 by Moody's or carries an equivalent rating from a comparable
      foreign rating agency, (ii) investments of the type and maturity described
      in clauses (b) through (e) of foreign obligors, which investments or
      obligors have ratings described in such clauses or equivalent ratings from
      comparable foreign rating agencies, (iii) investments of the type and
      maturity described in clause (c) in any obligor organized under the laws
      of a jurisdiction other than the United States that (A) is a branch or
      subsidiary of a Lender or the ultimate parent company of a Lender under
      one of the New Facilities Credit Agreements (but only if such Lender meets
      the ratings and capital, surplus and undivided profits requirements of
      such clause (c)) or (B) carries a rating at least equivalent to the rating
      of the sovereign nation in which it is located, and (iv) other investments
      of the type and maturity described in clause (c) in obligors organized
      under the laws of a jurisdiction other than the United States in any
      country in which such Subsidiary is located; provided, that the
      investments permitted under this subclause (iv) shall not exceed
      $10,000,000 for



      all such Subsidiaries in any such country or $50,000,000 in the aggregate
      for all such Subsidiaries and all countries.

            "Permitted Preferred Stock" has the meaning assigned to such term in
Section 6.01(q).

            "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

            "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV or Section 302 of
ERISA or Section 412 of the Code, and in respect of which the Borrower, any
Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.

            "Prepayment Event" shall have the meaning assigned to such term in
the US Term Facility Agreement.

            "Prime Rate" means the rate of interest per annum publicly announced
from time to time by JPMCB (or any successor Administrative Agent appointed or
chosen pursuant to Article VIII hereof) as its prime rate in effect at its
principal office in New York City. Each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

            "Rationalization Charges" means, for any period, cash and non-cash
charges related to rationalization actions designed to reduce capacity,
eliminate redundancies and reduce costs. Rationalization Charges will be
computed by a method consistent with that used in preparing the financial
statements referred to in Section 3.04.

            "Register" has the meaning set forth in Section 9.04.

            "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents,
counsel and other advisors of such Person and such Person's Affiliates.

            "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in the Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property) on account of the purchase, redemption,
retirement, acquisition, cancelation or termination of any such Equity Interests
or any option, warrant or other right to acquire any such Equity Interests.

            "Sale and Leaseback Transaction" means any arrangement whereby the
Borrower or a Subsidiary shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereinafter acquired, and
thereafter rent or lease from the buyer or transferee property that it intends
to use for substantially the same purpose or purposes as the property sold or
transferred, other than any such transaction



entered into with respect to any property or any improvements thereto at the
time of, or within 180 days after, the acquisition or completion of construction
of such property or such improvements (or, if later, the commencement of
commercial operation of any such property), as the case may be, to finance the
cost of such property or such improvements, as the case may be.

            "Secured Parties" means the Administrative Agent, each Issuing Bank,
the Collateral Agent and each Lender.

            "Securitization Transaction" means, with respect to any Person, (i)
any transfer by such Person of accounts receivable, rights to future lease
payments or residuals or other financial assets, and related property, or
interests therein (a) to a trust, partnership, corporation or other entity,
which transfer is funded in whole or in part, directly or indirectly, by the
incurrence or issuance by the transferee or any successor transferee of
Indebtedness or securities that are to receive payments from, or that represent
interests in, the cash flow derived from such accounts receivable or interests,
or (b) directly to one or more investors or other purchasers, (ii) any
Indebtedness of such Person secured substantially entirely by accounts
receivable, rights to future lease payments or residuals or other financial
assets, and related property or (iii) any factoring transaction involving
substantially entirely accounts receivable, rights to future lease payments or
residuals or other financial assets, and related property; provided that
"Securitization Transaction" shall not include (A) the sale by any Foreign
Subsidiary, in the ordinary course of its business, of drafts with a bank or
other financial institution as the maker (or otherwise primarily responsible for
the payment thereof), bankers acceptances or similar instruments received by
such Foreign Subsidiary from a customer operating in a jurisdiction other than
the United States or any of its territories or possessions or any political
subdivision thereof in satisfaction of accounts receivable or otherwise as
consideration for goods sold or services provided to such customer, (B) the
sale, in the ordinary course of business, of drafts not payable on demand
received by the Borrower or any Subsidiary from a customer in satisfaction of
accounts receivable or otherwise as consideration for goods sold or services
provided to such customer pursuant to an arrangement (1) initiated by and
entered into a the request of such customer, and (2) under which a financial
institution has agreed as part of a financing program established for and at the
request of such customer to buy such drafts from such customer's vendors (which
arrangements may be modified by the Borrower or any Subsidiary to contemplate
the repurchase of such drafts by such customer, or other actions by such
customer to reinstate or to pay receivables in respect of which such drafts were
created, in the event of any failure by such financial institution to buy such
drafts) or (C) the sale of accounts receivable or proceeds thereof from
customers of Goodyear and its Affiliates to the extent such sale (x) is
initiated by and entered into a the request of such customers, and (y) involves
the sale of such accounts receivable to financial institutions as part of
financing programs established for and at the request of such customers. The
amount of any Securitization Transaction shall be deemed at any time to be the
aggregate outstanding principal amount of the Indebtedness or securities
referred to in the preceding sentence or, if there shall be no such principal
amount, the equivalent outstanding amount of the funded investment.



            "Security Documents" means the Guarantee and Collateral Agreement,
the Foreign Pledge Agreements, the Canadian Security Agreements, the Mortgages
and each other instrument or document delivered in connection with the cash
collateralization of Letters of Credit or pursuant to Section 5.08, in each case
to secure any of the Obligations.

            "Senior Subordinated-Lien Collateral Agent" means, as to any Senior
Subordinated-Lien Indebtedness, the collateral agent under the applicable Senior
Subordinated-Lien Indebtedness Security Documents.

            "Senior Subordinated-Lien Governing Documents" means each Indenture
or other agreement or instrument providing for the issuance or setting forth the
terms of any Senior Subordinated-Lien Indebtedness.

            "Senior Subordinated-Lien Indebtedness" means Indebtedness of the
Borrower issued after February 19, 2004, that (a) is secured by Liens permitted
under Section 6.02(m), but that is not secured by Liens on any additional
assets, (b) constitutes Initial Junior Indebtedness or Designated Junior
Obligations under and as defined in the Lien Subordination and Intercreditor
Agreement, and the Liens securing which are subordinated under the Lien
Subordination and Intercreditor Agreement to the Liens securing the Obligations
and (c) does not contain provisions inconsistent with the restrictions of
Schedule 1.01C.

            "Senior Subordinated-Lien Indebtedness Security Documents" means, as
to any Senior Subordinated-Lien Indebtedness, the security agreements, pledge
agreements, mortgages and other documents creating Liens on assets of the
Borrower and the Subsidiary Guarantors to secure the applicable Senior
Subordinated-Lien Obligations.

            "Senior Subordinated-Lien Obligations" means, as to any Senior
Subordinated-Lien Indebtedness, (a) the principal of and all premium or
make-whole amounts, if any, and interest payable in respect of such Senior
Subordinated-Lien Indebtedness, (b) any amounts payable under Guarantees of such
Senior Subordinated-Lien Indebtedness by Subsidiaries and (c) all other amounts
payable by the Borrower or any Subsidiary under such Senior Subordinated-Lien
Indebtedness, the applicable Senior Subordinated-Lien Indebtedness Security
Documents (to the extent such amounts relate to such Senior Subordinated-Lien
Indebtedness) or the applicable Senior Subordinated-Lien Governing Documents.

            "Standard & Poor's" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., or any successor thereto.

            "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject, with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred
to as "Eurocurrency Liabilities" in



Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

            "Sub-Account" has the meaning set forth in Section 2.01(a).

            "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which are consolidated with those of the parent in
the parent's consolidated financial statements in accordance with GAAP as of
such date, as well as any other corporation, limited liability company,
partnership, association or other entity of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the
ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held by
the parent or one or more subsidiaries of the parent or by the parent and one or
more subsidiaries of the parent.

            "Subsidiary" means any subsidiary of the Borrower (other than Tire &
Wheel Assemblies, Inc. at any time when not more than 50% of the Equity
Interests or 50% of the voting power are, as of such date, owned or Controlled
by the Borrower).

            "Subsidiary Guarantor" means any Subsidiary that has become, or is
required to become, a Guarantor (as defined in the Guarantee and Collateral
Agreement) pursuant to Section 4.01(k) or Section 5.08.

            "Swap Agreement" means any agreement, including any master
agreement, with respect to any swap, forward, future or derivative transaction
or option or similar agreement involving, or settled by reference to, one or
more rates or prices for one or more currencies, commodities, equity or debt
instruments or securities, or economic, financial or pricing indices or measures
of economic, financial or pricing risk or value or any similar transaction or
any combination of these transactions.

            "Syndication Agent" means BNP Paribas, in its capacity as
syndication agent hereunder.

            "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

            "Total Commitment" means, at any time, the aggregate amount of all
the Commitments at such time.

            "Transactions" means the execution, delivery and performance by the
Borrower of this Agreement and by the Borrower, the Subsidiary Guarantors and
the Grantors, as applicable, of the other Credit Documents, the borrowing of the
Loans, the



obtaining and use of the Letters of Credit, the creation of the Liens and
Guarantees provided for in the Security Documents and the other transactions
contemplated hereby.

            "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

            "Undrawn/Unreimbursed LC Exposure" means, at any time, the sum of
(a) the aggregate undrawn amount of all outstanding Letters of Credit at such
time plus (b) the aggregate amount of all LC Disbursements that have not yet
been (i) reimbursed by or on behalf of the Borrower at such time (by the
borrowing of Loans or otherwise) or (ii) otherwise repaid to the applicable
Issuing Banks by the application of the Deposits pursuant to Section 2.04(e).
The Undrawn/Unreimbursed LC Exposure of any Lender at any time shall be its
Applicable Percentage of the total Undrawn/Unreimbursed LC Exposure at such
time.

            "US Revolving Facility Agreement" means the $750,000,000 Amended and
Restated Revolving Loan Agreement dated as of March 31, 2003, as amended, among
the Borrower, certain lenders and JPMCB, as administrative agent.

            "US Term Facility Agreement" means the $645,545,454 Term Loan
Agreement dated as of March 31, 2003, among the Borrower, certain lenders,
JPMCB, as administrative agent, and BNP Paribas, as syndication agent. The
borrowings under the US Term Facility Agreement were repaid in full on March 12,
2004.

            "Wholly Owned Subsidiary" of any person shall mean a subsidiary of
such person of which securities (except for directors' qualifying shares) or
other ownership interests representing 100% of the Equity Interests are, at the
time any determination is being made, owned, controlled or held by such person
or one or more wholly owned Subsidiaries of such person or by such person and
one or more wholly owned Subsidiaries of such person.

            "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

            SECTION 1.02. Classification of Loans and Borrowings. For purposes
of this Agreement, Loans may be classified and referred to by Type (e.g., a
"Eurodollar Loan"). Borrowings also may be classified and referred to by Type
(e.g., a "Eurodollar Borrowing").

            SECTION 1.03. Foreign Currency Translation. For purposes of
determining compliance as of any date with Section 6.01, 6.02, 6.03, 6.05 or
6.06, amounts incurred or outstanding in currencies other than dollars shall be
translated into dollars at the exchange rates in effect on the first Business
Day of the fiscal quarter in which such determination occurs or in respect of
which such determination is being made, as such exchange rates shall be
determined in good faith by the Borrower. No Default or Event of Default shall
arise as a result of any limitation set forth in dollars in



Section 6.01, 6.02, 6.03, 6.05 or 6.06 being exceeded solely as a result of
changes in currency exchange rates from those rates applicable on the first day
of the fiscal quarter in which such determination occurs or in respect of which
such determination is being made. For purposes of determining compliance as of
any date with Section 6.08, amounts incurred in euros during 2003 shall be
translated into dollars at the exchange rate in effect on March 31, 2003, and
amounts incurred in euros during any subsequent year shall be translated into
dollars at the exchange rate determined by the Borrower and used in its Annual
Operating Plan for such year (which exchange rate shall be determined reasonably
and set forth in the first certificate delivered pursuant to Section 5.01(c)
during such year).

            SECTION 1.04. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, but shall not be deemed to include the subsidiaries of such Person
unless express reference is made to such subsidiaries, (c) the words "herein",
"hereof" and "hereunder", and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, this Agreement, and (e) the words "asset" and "property" shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

            SECTION 1.05. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Majority Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.



                                   ARTICLE II

                                   The Credits

            SECTION 2.01. Deposit Account. (a) Establishment of Deposit Account
and Sub-Accounts. On or prior to the Effective Date, the Administrative Agent
shall establish a Deposit Account of the Administrative Agent at JPMCB with the
title "Goodyear 2004 Deposit-Funded Credit Agreement Deposit Account". The
Administrative Agent shall maintain records enabling it to determine at any time
the amount of the interest of each Lender in the Deposit Account (the interest
of each Lender in the Deposit Account, as evidenced by such records, being
referred to as such Lender's "Sub-Account"). The Administrative Agent shall
establish such additional Sub-Accounts for assignee Lenders as shall be required
pursuant to Section 9.04(b). No Person (other than the Administrative Agent)
shall have the right to make any withdrawal from the Deposit Account or to
exercise any other right or power with respect thereto except as expressly
provided in paragraph (c) below or in Section 9.04(b). Without limiting the
generality of the foregoing, each party hereto acknowledges and agrees that the
Deposits are and will at all times be property of the Lenders, and that no
amount on deposit at any time in the Deposit Account shall be the property of
any of the Credit Parties, constitute "Collateral" under the Credit Documents or
otherwise be available in any manner to satisfy any Obligations of any of the
Credit Parties under the Credit Documents. Each Lender agrees that its right,
title and interest in and to the Deposit Account shall be limited to the right
to require amounts in its Sub-Account to be applied as provided in paragraph (c)
below and that it will have no right to require the return of its Deposit other
than as expressly provided in such paragraph (c) (each Lender hereby
acknowledging (i) that its Deposit constitutes payment for its participations in
Letters of Credit issued or to be issued hereunder, (ii) that its Deposit and
any investments made therewith shall secure its obligations to the Issuing Banks
hereunder (each Lender hereby granting to the Administrative Agent, for the
benefit of the Issuing Banks, a security interest in its Deposit and agreeing
that the Administrative Agent, as holder of the Deposits and any investments
made therewith, will be acting, inter alia, as collateral agent for the Issuing
Banks) and (iii) that the Issuing Banks will be issuing, amending, renewing and
extending Letters of Credit in reliance on the availability of such Lender's
Deposit to discharge such Lender's obligations in accordance with Section
2.04(e) in connection with any LC Disbursement thereunder). The funding of the
Deposits and the agreements with respect thereto set forth in this Agreement
constitute arrangements among the Administrative Agent, the Issuing Banks and
the Lenders with respect to the funding obligations of the Lenders under this
Agreement, and the Deposits do not constitute loans or extensions of credit to
any Credit Party. No Credit Party shall have any responsibility or liability to
the Lenders, the Agents or any other Person in respect of the establishment,
maintenance, administration or misappropriation of the Deposit Account (or any
Sub-Account) or with respect to the investment of amounts held therein,
including pursuant to paragraph (d) below, or the duties and responsibilities of
the Administrative Agent with respect to the foregoing contemplated by paragraph
(e) below. JPMCB hereby waives any right of setoff against the Deposits that it
may have under applicable law or otherwise with respect to amounts owed to it by
Lenders (it being agreed that such waiver shall not reduce the rights of JPMCB,
in its capacity as an Issuing Bank or otherwise, to apply or



require the application of the Deposits in accordance with the provisions of
this Agreement).

            (b) Deposits in Deposit Account. The following amounts will be
deposited in the Deposit Account at the following times:

            (i) On the Effective Date, each Lender shall deposit in the Deposit
Account an amount in dollars equal to such Lender's Commitment. Thereafter, the
Deposits shall be available, on the terms and subject to the conditions set
forth herein, (A) to fund Loans by such Lender pursuant to Section 2.02(a) and
(B) for application pursuant to Section 2.04(e) to reimburse such Lender's
Applicable Percentage of LC Disbursements that are not reimbursed by the
Borrower. The obligations of the Lenders to make the deposits required by this
clause (i) are several, and no Lender shall be responsible for any other
Lender's failure to make its deposit as so required.

            (ii) On any date prior to the Commitment Termination Date on which
the Administrative Agent receives any payment for the account of any Lender with
respect to the principal amount of any of its Loans, subject to clause (iv)
below, the Administrative Agent shall deposit such amount in the Deposit Account
and credit such amount to the Sub-Account of such Lender.

            (iii) On any date prior to the Commitment Termination Date on which
the Administrative Agent or any Issuing Bank receives any reimbursement payment
from the Borrower in respect of an LC Disbursement with respect to which amounts
were withdrawn from the Deposit Account to reimburse any Issuing Bank, subject
to clause (iv) below, the Administrative Agent shall deposit in the Deposit
Account, and credit to the Sub-Accounts of the Lenders, the portion of such
reimbursement payment to be deposited therein, in accordance with Section
2.04(e).

            (iv) If at any time when any amount is required to be deposited in
the Deposit Account under clause (ii) or (iii) above the sum of such amount and
the aggregate amount of the Deposits at such time would exceed the Total
Commitment minus the aggregate principal amount of the outstanding Loans, then
such excess shall not be deposited in the Deposit Account and the Administrative
Agent shall instead pay to each Lender its Applicable Percentage of such excess.

            (v) Concurrently with the effectiveness of any assignment by any
Lender of all or any portion of its Commitment, the Administrative Agent shall
transfer into the Sub-Account of the assignee the corresponding portion of the
amount on deposit in the assignor's Sub-Account in accordance with Section
9.04(b)(ii)(E).

            (c) Withdrawals From and Closing of Deposit Account. Amounts on
deposit in the Deposit Account shall be withdrawn and distributed (or
transferred, in the case of clause (v) below) as follows:

            (i) On each date on which a Borrowing is to be made, the
Administrative Agent shall, pursuant to Section 2.02(a) or Section 2.04(e), as
applicable, and subject to the satisfaction of the conditions applicable thereto
set forth in Section 4.02, withdraw



from the Deposit Account the principal amount of such Borrowing (and debit the
Sub-Account of each Lender in the amount of such Lender's Applicable Percentage
of such Borrowing) and make such amount available to the Borrower.

            (ii) On each date on which an Issuing Bank is to be reimbursed by
the Lenders pursuant to Section 2.04(e) for any LC Disbursement, the
Administrative Agent shall withdraw from the Deposit Account the amount of such
unreimbursed LC Disbursement (and debit the Sub-Account of each Lender in the
amount of such Lender's Applicable Percentage of such unreimbursed LC
Disbursement) and make such amount available to such Issuing Bank in accordance
with Section 2.04(e).

            (iii) Concurrently with each voluntary reduction of the Total
Commitment pursuant to and in accordance with Section 2.07(b), the
Administrative Agent shall withdraw from the Deposit Account and pay to each
Lender such Lender's Applicable Percentage of any amount by which the Deposits,
after giving effect to such reduction of the Total Commitment, would exceed the
Total Commitment minus the aggregate principal amount of the outstanding Loans.

            (iv) Concurrently with any reduction of the Total Commitment to zero
pursuant to and in accordance with Section 2.07(a) or Article VII, the
Administrative Agent shall withdraw from the Deposit Account and pay to each
Lender such Lender's Applicable Percentage of the excess at such time of the
aggregate amount of the Deposits over the Undrawn/Unreimbursed LC Exposure.

            (v) Concurrently with the effectiveness of any assignment by any
Lender of all or any portion of its Commitment, the corresponding portion of the
assignor's Sub-Account shall be transferred from the assignor's Sub-Account to
the assignee's Sub-Account in accordance with Section 9.04(b) and, if required
by Section 9.04(b), the Administrative Agent shall close such assignor's
Sub-Account.

            (vi) Upon the reduction of each of the Total Commitment and the
Undrawn/Unreimbursed LC Exposure to zero, the Administrative Agent shall
withdraw from the Deposit Account and pay to each Lender the entire remaining
amount of such Lender's Deposit, and shall close the Deposit Account.

Each Lender irrevocably and unconditionally agrees that its Deposit may be
applied or withdrawn from time to time as set forth in this paragraph (c).

            (d) Investment of Amounts in Deposit Account. The Administrative
Agent shall invest, or cause to be invested, the Deposit of each Lender so as to
earn for the account of such Lender a return thereon (the "Deposit Return") for
each day at a rate per annum equal to (i) the one month LIBOR rate as determined
by the Administrative Agent on such day (or if such day was not a Business Day,
the first Business Day immediately preceding such day) based on rates for
deposits in dollars (as set forth by Bloomberg L.P.-page BTMM or any other
comparable publicly available service as may be selected by the Administrative
Agent) (the "Benchmark LIBO Rate") minus (ii) 0.10% per annum (based on a
365/366 day year). The Benchmark LIBO Rate will be reset on



each Business Day. The Deposit Return accrued through and including the last day
of March, June, September and December of each year shall be payable by the
Administrative Agent to each Lender on the third Business Day following such
last day, commencing on the first such date to occur after the Effective Date,
and on the date on which each of the Total Commitment and the LC Exposure shall
have been reduced to zero, and the Administrative Agent agrees to pay to each
Lender the amount due to it under this sentence. No Credit Party shall have any
obligation under or in respect of the provisions of this paragraph (d).

            (e) Sub-Agents. As provided in Article VIII, the Administrative
Agent may perform any and all its duties and exercise its rights and powers
contemplated by this Section 2.01 by or through one or more sub-agents appointed
by it (which may include any of its Affiliates). The parties hereto acknowledge
that on or prior to the Effective Date the Administrative Agent has engaged
JPMorgan Chase Institutional Trust Services to act as its sub-agent in
connection with the Deposit Account, and that in such capacity JPMorgan Chase
Institutional Trust Services shall be entitled to the benefit of all the
provisions of this Agreement contemplated by Article VIII, including the
provisions of Section 9.03.

            (f) Sufficiency of Deposits to Provide for Undrawn/Unreimbursed LC
Exposure. Notwithstanding any other provision of this Agreement, including
Sections 2.02 and 2.04(a), no Loan shall be made, and no Letter of Credit shall
be issued or the stated amount thereof increased, if after giving effect thereto
the aggregate amount of the Deposits would be less than the Undrawn/Unreimbursed
LC Exposure. The Administrative Agent agrees to provide, at the request of any
Issuing Bank, information to such Issuing Bank as to the aggregate amount of the
Deposits and the Undrawn/Unreimbursed LC Exposure.

            (g) Satisfaction of Lender Funding Obligations. The Borrower and
each Issuing Bank acknowledges and agrees that, notwithstanding any other
provision contained herein, the deposit by each Lender in the Deposit Account on
the Effective Date of funds equal to its Commitment will (except as provided in
the last sentence of Section 2.04(d)) fully discharge the obligation of such
Lender to fund Loans by such Lender pursuant to Section 2.02(a) and to reimburse
such Lender's Applicable Percentage of LC Disbursements that are not reimbursed
by the Borrower pursuant to Section 2.04(d) or (e), and that no other or further
payments shall be required to be made by any Lender in respect of any such
funding or reimbursement obligations.

            SECTION 2.02. Loans and Borrowings. (a) Subject to the terms and
conditions set forth herein, each Lender agrees to make Loans to the Borrower,
with amounts in its Sub-Account, from time to time during the Availability
Period in an aggregate principal amount that will not after giving effect to any
such Loan result in such Lender's Credit Exposure exceeding such Lender's
Commitment. Each Loan shall be part of a Borrowing consisting of Loans of the
same Type held by the Lenders ratably in accordance with their respective
Applicable Percentages. Each Lender hereby authorizes and directs the
Administrative Agent to make its portion of each Borrowing available to the
Borrower by withdrawing from the Deposit Account (and debiting such



Lender's Sub-Account in the amount of) such Lender's Applicable Percentage of
such Borrowing and crediting such amount to the applicable account of the
Borrower as provided in Section 2.05. Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Loans.

            (b) Subject to Section 2.12, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith. Each Lender at its option may by written notice to the
Administrative Agent designate any domestic or foreign branch or Affiliate of
such Lender as the holder of any Eurodollar Loan; provided that any exercise of
such option shall not affect the obligation of the Borrower to repay such Loan
in accordance with the terms of this Agreement.

            (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $10,000,000. At the time that each ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000; provided, that an
ABR Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the Total Commitment or that is required to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.04(e). Borrowings of more
than one Type may be outstanding at the same time; provided that there shall not
at any time be more than a total of 10 Eurodollar Borrowings outstanding.

            (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Commitment Termination Date.

            SECTION 2.03. Requests for Borrowing. To request a Borrowing, the
Borrower shall notify the Administrative Agent of such request by telephone (a)
in the case of a Eurodollar Borrowing, not later than 3:00 p.m., New York City
time, three Business Days before the date of the proposed Borrowing or (b) in
the case of an ABR Borrowing, not later than 10:30 a.m., New York City time, on
the day of the proposed Borrowing; provided that if at any time an LC
Disbursement shall be made in an amount at least equal to the applicable minimum
borrowing amount, a notice of an ABR Borrowing to finance the reimbursement of
such LC Disbursement shall be deemed to have been timely given as contemplated
by Section 2.04(e) unless the Borrower shall have given notice to the contrary
to the Administrative Agent not later than 10:00 a.m., New York City time, on
the Business Day next following the date on which the Borrower shall have been
notified of such LC Disbursement. Each such telephonic Borrowing Request shall
be irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Administrative Agent of a written Borrowing Request signed by the Borrower;
and provided further that not more than three Borrowings (other than Borrowings
contemplated by Section 2.04(e) and other than Borrowings resulting from new
interest elections under Section 2.06 with respect to outstanding Borrowings)
may be requested pursuant to this Section 2.03 during any calendar month. Each
such telephonic



and written Borrowing Request shall specify the following information in
compliance with Section 2.02:

            (i) the aggregate amount of the requested Borrowing;

            (ii) the date of such Borrowing, which shall be a Business Day;

            (iii) whether such Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing;

            (iv) in the case of a Eurodollar Borrowing, the initial Interest
Period to be applicable thereto, which shall be a period contemplated by the
definition of the term "Interest Period"; and

            (v) the location and number of the Borrower's account to which funds
are to be disbursed, which shall comply with the requirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. If, after giving
effect to any requested Borrowing, the aggregate Credit Exposures would exceed
80% of the aggregate Commitments, the Borrower shall, as a condition to such
Borrowing, deliver to the Administrative Agent a certificate (or include in the
related Borrowing Request a certification) as to the aggregate amount of the
Credit Exposures of the Lenders at the time of and after giving effect to such
Borrowing. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

            SECTION 2.04. Letters of Credit. (a) General. Subject to the terms
and conditions set forth herein, the Borrower may request the issuance (or the
amendment, renewal or extension) of Letters of Credit for its own account, in a
form reasonably acceptable to the Administrative Agent and the applicable
Issuing Bank, at any time and from time to time during the Availability Period.
In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, any Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control. On the Effective Date, each
Issuing Bank that has issued an Existing Letter of Credit shall be deemed,
without further action by any party hereto, to have granted to each Lender, and
each Lender shall have been deemed to have purchased from such Issuing Bank, a
participation in such Letter of Credit in accordance with paragraph (d) below.
The Issuing Banks that are also party to the US Revolving Facility Agreement
agree that, concurrently with such grant, the participations in the Existing
Letters of Credit granted to the lenders under the US Revolving Facility
Agreement shall be automatically canceled without further action by any of the
parties thereto. On and after the Effective Date each Existing Letter of Credit



shall constitute a Letter of Credit for all purposes hereof. Any Lender that
issued an Existing Letter of Credit but shall not have entered into an Issuing
Bank Agreement shall have the rights of an Issuing Bank as to such Letter of
Credit for purposes of this Section 2.04.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the applicable Issuing Bank) to
an Issuing Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, and specifying the date of issuance, amendment,
renewal or extension (which shall be a Business Day), the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section), the amount of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by any Issuing Bank,
the Borrower also shall submit a letter of credit application on such Issuing
Bank's standard form in connection with any request for a Letter of Credit;
provided that any provisions in any such letter of credit application that
create Liens securing the obligations of the Borrower thereunder or that are
inconsistent with the provisions of this Agreement shall be of no force or
effect. A Letter of Credit shall be issued, amended, renewed or extended only if
(and upon issuance, amendment, renewal or extension of each Letter of Credit the
Borrower shall be deemed to represent and warrant that), after giving effect to
such issuance, amendment, renewal or extension, (i) the aggregate amount of the
Lenders' Credit Exposures shall not exceed the Total Commitment and (iii) the
portion of the LC Exposure attributable to Letters of Credit issued by any
Issuing Bank shall not exceed the LC Commitment of such Issuing Bank. The
Administrative Agent agrees, at the request of any Issuing Bank, to provide
information to such Issuing Bank as to the aggregate amount of the Credit
Exposures and the Total Commitment.

            (c) Expiration Date. Each Letter of Credit shall have an expiration
date at or prior to the close of business on the earlier of (i) the date one
year after the date of the issuance of such Letter of Credit (or, in the case of
any renewal or extension thereof, one year after such renewal or extension) and
(ii) the date that is five Business Days prior to the Commitment Termination
Date.

            (d) Participations. Effective with respect to the Existing Letters
of Credit upon the occurrence of the Effective Date, and effective with respect
to each other Letter of Credit (and each amendment to a Letter of Credit
increasing the amount thereof) upon the issuance thereof, and without any
further action on the part of the applicable Issuing Bank or the Lenders, each
Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from
such Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Applicable Percentage of the aggregate amount available to be drawn
under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Lender hereby absolutely and unconditionally authorizes and
directs the Administrative



Agent, and the Administrative Agent agrees, to withdraw from the Deposit Account
(and debit such Lender's Sub-Account in the amount of) such Lender's Applicable
Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed
by the Borrower on the date due as provided in paragraph (e) of this Section, or
of any reimbursement payment required to be refunded to the Borrower for any
reason (it being understood and agreed that, except as provided in the last
sentence of this paragraph, each Lender's obligations in respect of
participations in Letters of Credit shall be payable solely from, and limited
to, such Lender's Deposit). Each Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of
Letters of Credit is, subject to the preceding sentence, absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the
occurrence and continuance of a Default or any reduction of its Commitment or
the Total Commitment. In the event any reimbursement payment shall be required
to be refunded by an Issuing Bank to the Borrower after the return of the
Deposits to the Lenders as provided in Section 2.01(c), each Lender agrees to
acquire and fund a participation in such refunded amount equal to the lesser of
its Applicable Percentage thereof and the amount of its Deposit that shall have
been so returned.

            (e) Reimbursement. If any Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 1:30 p.m., New York City time, on the date that such
LC Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such
notice has not been received by the Borrower prior to such time on such date,
then not later than 1:30 p.m., New York City time, on (i) the Business Day that
the Borrower receives such notice, if such notice is received prior to 10:00
a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt or (iii) if such
LC Disbursement is at least equal to the applicable minimum borrowing amount, on
the second Business Day after the day otherwise applicable under clause (i) or
(ii); provided that, if such LC Disbursement is at least equal to the applicable
minimum borrowing amount, unless the Borrower shall have notified the
Administrative Agent to the contrary not later than 10:00 a.m., New York City
time, on the Business Day next following the date on which the Borrower shall
have been notified of such LC Disbursement, the Borrower will be deemed to have
requested in accordance with Section 2.03 that such payment be financed with an
ABR Borrowing on such Business Day in an equivalent amount and, to the extent
the Borrower satisfies the condition precedent to such ABR Borrowing set forth
in Section 4.02(B), the Borrower's obligation to make such payment shall be
discharged. If, after giving effect to the requested ABR Borrowing, the
aggregate Credit Exposures would exceed 80% of the aggregate Commitments, the
Borrower shall, as a condition to such Borrowing, deliver to the Administrative
Agent a certificate setting forth the aggregate amount of the Credit Exposures
of the Lenders at the time of and after giving effect to such Borrowing. If the
Borrower fails to make such payment when due and the Borrower is not entitled to
make a Borrowing in the amount of such payment, the Administrative Agent shall
notify each



Lender of the applicable LC Disbursement, the payment then due from the Borrower
in respect thereof and such Lender's Applicable Percentage thereof, and the
Administrative Agent shall withdraw from the Deposit Account (and debit such
Lender's Sub-Account in the amount of) such Lender's Applicable Percentage of
such LC Disbursement and promptly apply such amount to make payment to the
applicable Issuing Bank. Promptly following receipt by the Administrative Agent
of any payment from the Borrower pursuant to this paragraph, the Administrative
Agent shall distribute such payment to the applicable Issuing Bank or, to the
extent that amounts have been withdrawn (other than as a Borrowing) from the
Deposit Account to make any payment pursuant to this paragraph to reimburse such
Issuing Bank, then such payment shall be deposited in the Deposit Account. Any
payment made with amounts withdrawn from the Deposit Account to reimburse any
Issuing Bank for any LC Disbursement (other than the funding of ABR Loans as
contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.

            (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, (iv) any claim or defense against the
beneficiary of any Letter of Credit, any transferee of any Letter of Credit, the
Administrative Agent, any Lender or any other Person, whether in connection with
this Agreement, any Letter of Credit, the transactions contemplated hereby or
any unrelated transactions (including the underlying transaction between the
Borrower or any Subsidiary and the beneficiary of any Letter of Credit, (v) the
occurrence of any Default or (vi) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of or
defense against, or provide a right of setoff against, the Borrower's
obligations hereunder. None of the Administrative Agent, the Lenders or the
Issuing Banks, or any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Banks; provided that the foregoing
shall not be construed to excuse any Issuing Bank from liability to the Borrower
to the extent of any damages suffered by the Borrower or any Lender that are
caused by such Issuing Bank's gross negligence or willful misconduct. In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
applicable



Issuing Bank may, acting in good faith, either accept and make payment upon such
documents without responsibility for further investigation or refuse to accept
and make payment upon such documents if such documents are not in strict
compliance with the terms of such Letter of Credit.

            (g) Disbursement Procedures. Each Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. Each Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether such Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not (i) relieve the Borrower of its obligation
to reimburse such Issuing Bank and the Lenders with respect to any such LC
Disbursement or (ii) relieve (A) any Lender's obligation to acquire
participations as required pursuant to paragraph (d) of this Section 2.04 or (B)
the obligation of the Administrative Agent, promptly after receipt of such
notice, to withdraw from the Deposit Account each Lender's Applicable Percentage
of the applicable LC Disbursement and apply such amounts to make payment to the
Issuing Bank as provided herein.

            (h) Interim Interest. If any Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Loans; provided that,
if the Borrower fails to reimburse such LC Disbursement when due pursuant to
paragraph (e) of this Section, then Section 2.11(c) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of such Issuing
Bank, except that interest accrued on and after the date of payment by the
Administrative Agent pursuant to paragraph (e) of this Section to reimburse such
Issuing Bank shall be for the accounts of the Lenders to the extent of such
payment.

            (i) Replacement of the Issuing Bank. Each Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of such
Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.10(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of such Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the replacement of any Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.



            (j) Cash Collateralization. If any Event of Default shall occur and
be continuing, on the earlier of (i) the third Business Day after the Borrower
shall receive notice from the Administrative Agent or the Majority Lenders
demanding the deposit of cash collateral pursuant to this paragraph and (ii) the
date on which the maturity of the Loans shall be accelerated or the Total
Commitment reduced to zero, unless prohibited by the terms of any New Facilities
Credit Agreement, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such
date plus any accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to the
Borrower described in clause (h) or (i) of Article VII. Such deposit shall be
held by the Administrative Agent as collateral for the payment and performance
of the obligations of the Borrower under this Agreement. The Administrative
Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Other than any interest earned on the
investment of such deposits, which investment shall be in Permitted Investments
and shall be made in the discretion of the Administrative Agent and at the
Borrower's risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in
such account shall be applied by the Administrative Agent to reimburse each
Issuing Bank for LC Disbursements for which it has not been reimbursed and, to
the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the LC Exposure at such time or,
if the maturity of the Loans has been accelerated (but subject to the consent of
the Majority Lenders and the Issuing Banks), be applied to satisfy other
obligations of the Borrower under this Agreement. If the Borrower is required to
provide an amount of cash collateral under this paragraph, then (i) if the
maturity of the Loans has not been accelerated and the LC Exposure shall be
reduced to an amount below the amount so deposited, the Administrative Agent
will return to the Borrower any excess of the amount so deposited over the LC
Exposure and (ii) such amount (to the extent not applied as provided above in
this paragraph) shall be returned to the Borrower within three Business Days
after all Events of Default have been cured or waived.

            (k) Issuing Bank Reports. Unless otherwise agreed by the
Administrative Agent, each Issuing Bank shall report in writing to the
Administrative Agent (i) on or prior to each Business Day on which such Issuing
Bank issues, amends, renews or extends any Letter of Credit, the date of such
issuance, amendment, renewal or extension, and the aggregate face amount of the
Letters of Credit issued, amended, renewed or extended by it and outstanding
after giving effect to such issuance, amendment, renewal or extension (and
whether the amount thereof changed), it being understood that such Issuing Bank
shall not effect any issuance, renewal, extension or amendment resulting in an
increase in the amount of any Letter of Credit without first obtaining written
confirmation from the Administrative Agent that such increase is then permitted
under this Agreement, (ii) on each Business Day on which such Issuing Bank makes
any LC Disbursement, the date and amount of such LC Disbursement, (iii) on any
Business Day on which the Borrower fails to reimburse an LC Disbursement
required to be reimbursed



to such Issuing Bank on such day, the date of such failure and the amount of
such LC Disbursement and (iv) on any other Business Day, such other information
as the Administrative Agent shall reasonably request as to the Letters of Credit
issued by such Issuing Bank and outstanding on such Business Day.

            SECTION 2.05. Funding of Borrowings. The Administrative Agent will
make each Loan to be made hereunder available to the Borrower by promptly
crediting the amounts withdrawn by it from the Deposit Account in accordance
with Section 2.02(a), in like funds, to an account designated by the Borrower in
the applicable Borrowing Request; provided that ABR Loans made to finance the
reimbursement of an LC Disbursement as provided in Section 2.04(e) shall be
remitted by the Administrative Agent to the applicable Issuing Bank.

            SECTION 2.06. Interest Elections. (a) Each Borrowing initially shall
be of the Type specified in the applicable Borrowing Request and, in the case of
a Eurodollar Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate
Borrowing.

            (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Borrowing of the Type resulting from such election to be made on
the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request
signed by the Borrower.

            (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

            (i) the Borrowing to which such Interest Election Request applies
and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to clauses (iii) and (iv)
below shall be specified for each resulting Borrowing);

            (ii) the effective date of the election made pursuant to such
Interest Election Request, which shall be a Business Day;

            (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing; and



            (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term "Interest
Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

            (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

            (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Majority Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Borrowing may be converted to
or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

            SECTION 2.07. Reductions of Commitments. (a) Unless previously
reduced to zero, the Total Commitment and each LC Commitment shall be reduced to
zero on the Commitment Termination Date.

            (b) The Borrower may at any time or from time to time reduce the
Total Commitment; provided that (i) each reduction of the Total Commitment
(other than a reduction of the Total Commitment to zero) shall be in an amount
that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii)
the Borrower shall not reduce the Total Commitment if, after giving effect to
any concurrent prepayment of the Loans in accordance with Section 2.09, the
aggregate Credit Exposures would exceed the Total Commitment.

            (c) The Borrower shall notify the Administrative Agent of any
election to reduce the Total Commitment under paragraph (b) of this Section at
least three Business Days prior to the effective date of such reduction,
specifying such election and the effective date thereof. Promptly following
receipt of any such notice, the Administrative Agent shall advise the Lenders of
the contents thereof. Each notice delivered by the Borrower pursuant to this
Section shall be irrevocable; provided that a notice of reduction of the Total
Commitment to zero delivered by the Borrower may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not
satisfied. Any reduction of the Total Commitment shall be permanent. Each
reduction of the Total Commitment shall be made ratably among the Lenders in
accordance with their respective Commitments.



            SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Loan of such
Lender on the Commitment Termination Date.

            (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the Indebtedness of the Borrower to such
Lender resulting from each Loan held by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

            (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Type thereof and
the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein (including any failure to record the making or repayment of
any Loan) shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement or prevent the
Borrower's obligations in respect of Loans from being discharged to the extent
of amounts actually paid in respect thereof.

            (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) in
substantially the form set forth in Exhibit C hereto. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

            SECTION 2.09. Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to paragraph (c) of this Section.

            (b) The Borrower shall in the event and on each occasion that the
aggregate Credit Exposures exceed the Total Commitments, not later than the next
Business Day, prepay Borrowings in an aggregate amount equal to such excess, and
in the event that after such prepayment of Borrowings any such excess shall
remain, the Borrower shall deposit cash in an amount equal to such excess as
collateral for the reimbursement obligations of the Borrower in respect of
Letters of Credit. Any cash so deposited (and any cash previously deposited
pursuant to this paragraph) with



the Administrative Agent shall be held in an account over which the
Administrative Agent shall have dominion and control to the exclusion of the
Borrower and its Subsidiaries, including the exclusive right of withdrawal.
Other than any interest earned on the investment of such deposits, which
investment shall be in Permitted Investments and shall be made in the discretion
of the Administrative Agent (or, at any time when no Default or Event of Default
has occurred and is continuing, shall be made at the direction of the Borrower)
and at the Borrower's risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to
reimburse each Issuing Bank for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the
consent of the Majority Lenders), be applied to satisfy other obligations of the
Borrower under this Agreement. If the Borrower has provided cash collateral to
secure the reimbursement obligations of the Borrower in respect of Letters of
Credit hereunder, then, so long as no Event of Default shall exist, such cash
collateral shall be released to the Borrower if so requested by the Borrower at
any time if and to the extent that, after giving effect to such release, the
aggregate amount of the Credit Exposures would not exceed the Total Commitment.

            (c) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 3:00 p.m., New York City
time, three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment; provided that if the Borrower
shall be required to make any prepayment hereunder by reason of Section 2.09(b),
such notice shall be delivered not later than the time at which such prepayment
is made. Each such notice shall be irrevocable and shall specify the prepayment
date and the principal amount of each Borrowing or portion thereof to be
prepaid; provided that, if a notice of prepayment is given in connection with a
conditional notice of termination of the Total Commitment as contemplated by
Section 2.07(c), then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.07(c). Promptly following
receipt of any such notice relating to a Borrowing, the Administrative Agent
shall advise the Lenders of the contents thereof. Each partial prepayment of any
Borrowing (other than pursuant to Section 2.09(b)) shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.02. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.11.
Prepayments of Loans shall be deposited by the Administrative Agent in the
Deposit Account to the extent provided in Section 2.01(b).

            SECTION 2.10. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a fee, accruing at the rate
of 4.50% per annum, on the daily amount of the Deposit of such Lender during the
period from and including the date hereof to but excluding the date on which
each of the Total Commitment and the LC Exposure have been reduced to zero. In
addition, the Borrower



agrees to pay to the Administrative Agent for the account of each Lender an
additional amount, accruing at the rate of 0.10% per annum, on the daily amount
of the Deposit of such Lender during the period from and including the date
hereof to but excluding the date on which each of the Total Commitment and the
LC Exposure have been reduced to zero. Fees and other amounts under this
paragraph accrued through and including the last day of March, June, September
and December of each year shall be payable on the third Business Day following
such last day, commencing on the first such date to occur after the Effective
Date, and on the date on which each of the Total Commitment and the LC Exposure
have been reduced to zero. All fees and amounts payable under this paragraph
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).

            (b) The Borrower agrees to pay to each Issuing Bank a fronting fee,
which shall accrue at the rate or rates per annum separately agreed upon between
the Borrower and the applicable Issuing Bank (on the date hereof or any later
date on which such Issuing Bank shall have become an Issuing Bank), on the daily
amount of the LC Exposure attributable to Letters of Credit issued by such
Issuing Bank (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but
excluding the later of the date the LC Commitment of such Issuing Bank is
reduced to zero and the date on which there ceases to be any LC Exposure
attributable to Letters of Credit issued by such Issuing Bank, as well as such
Issuing Bank's standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings thereunder. Fronting
fees accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Effective Date;
provided that all such accrued fees shall be payable on the date on which the
Total Commitment is reduced to zero and any such fees accruing after the date on
which the Total Commitment is reduced to zero shall be payable on demand. Any
other fees payable to the Issuing Banks pursuant to this paragraph shall be
payable within 10 days after demand. All fronting fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

            (c) The Borrower agrees to pay to the Administrative Agent, for its
own account, fees in the amounts and at the times separately agreed upon between
the Borrower and the Administrative Agent.

            (d) All fees and other amounts payable hereunder shall be paid on
the dates due, in immediately available funds, to the Administrative Agent (or
to the Issuing Banks, in the case of fees payable to them) for distribution, in
the case of fees and other amounts due under paragraph (a), to the Lenders. Fees
paid shall not be refundable under any circumstances.

            SECTION 2.11. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate plus 3.50% per annum.



            (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus 4.50% per annum.

            (c) Notwithstanding the foregoing, if any principal of or interest
on any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus
the rate otherwise applicable to such Loan as provided in the preceding
paragraphs of this Section or (ii) in the case of any other amount, 2.00% plus
the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

            (d) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan and upon reduction of the Total
Commitment to zero; provided that (i) interest accrued pursuant to paragraph (c)
of this Section shall be payable on demand, (ii) in the event of any repayment
or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the
end of the Availability Period), accrued interest on the principal amount repaid
or prepaid shall be payable on the date of such repayment or prepayment and
(iii) in the event of any conversion of any Eurodollar Loan prior to the end of
the current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion.

            (e) All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

            SECTION 2.12. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

            (a) the Administrative Agent determines (which determination shall
be conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

            (b) the Administrative Agent is advised by the Majority Lenders that
the Adjusted LIBO Rate for such Interest Period will not adequately and fairly
reflect the cost to such Lenders (or Lender) of making or maintaining their
Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests



the conversion of any Borrowing to, or continuation of any Borrowing as, a
Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request
requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing. In the event, and on each occasion, that prior to the determination
of a Benchmark LIBO Rate for any day the Administrative Agent shall have
determined that dollar deposits in the principal amounts of the Deposits are not
generally available in the interbank eurodollar market, or that the rates at
which such dollar deposits are being offered will not adequately and fairly
reflect the cost of maintaining the Benchmark LIBO Rate or the Deposits for such
day, or that reasonable means do not exist for ascertaining the Benchmark LIBO
Rate, the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and the
Deposit Return shall be equal to a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation minus .10%
per annum. Each determination by the Administrative Agent hereunder shall be
conclusive absent manifest error.

            SECTION 2.13. Increased Costs. (a) If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit
or similar requirement against assets of, deposits with or for the account of,
or credit extended by, any Lender (except any such reserve requirement reflected
in the Adjusted LIBO Rate) or any Issuing Bank or any Deposit or the Deposit
Account; or

            (ii) impose on any Lender or any Issuing Bank or the London
interbank market any other condition (other than Taxes) affecting this Agreement
or Eurodollar Loans made by such Lender or any Letter of Credit or participation
therein or any Deposit or the Deposit Account;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining its Deposit or any Eurodollar Loan (or of
maintaining the Commitment of such Lender) or to increase the cost to such
Lender or such Issuing Bank of participating in, issuing or maintaining any
Letter of Credit or to reduce the amount of any sum received or receivable by
such Lender or such Issuing Bank hereunder (whether of principal, interest or
otherwise), in each case by an amount deemed by such Lender or Issuing Bank, as
the case may be, to be material, then the Borrower will pay to such Lender or
such Issuing Bank such additional amount or amounts as will compensate such
Lender or such Issuing Bank, as the case may be, for such additional costs
incurred or reduction suffered.

            (b) If any Lender or any Issuing Bank determines that any Change in
Law regarding capital requirements has had or would have the effect of reducing
the rate of return on such Lender's or such Issuing Bank's capital or on the
capital of such Lender's or such Issuing Bank's holding company, if any, in each
case by an amount deemed by such Lender or such Issuing Bank to be material, as
a consequence of this Agreement or the Commitment of such Lender or the Loans or
participations in Letters of Credit held by such Lender or the Deposit or
Sub-Account of any Lender, or the Letters of Credit issued by such Issuing Bank,
to a level below that which such Lender or such Issuing Bank or such Lender's or
such Issuing Bank's holding company would have achieved but



for such Change in Law (taking into consideration such Lender's or such Issuing
Bank's policies and the policies of such Lender's or such Issuing Bank's holding
company with respect to capital adequacy), then from time to time the Borrower
will pay to such Lender or such Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing Bank
or such Lender's or such Issuing Bank's holding company for any such reduction
suffered.

            (c) A certificate of a Lender or an Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or such Issuing Bank or
its holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section shall be delivered to the Borrower. The Borrower shall pay such
Lender or such Issuing Bank, as the case may be, the amount shown as due on any
such certificate within 10 days after receipt thereof, unless such amount is
being contested by the Borrower in good faith.

            (d) Failure or delay on the part of any Lender or Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or such Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender or an Issuing
Bank pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or such Issuing Bank
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's or such Issuing Bank's intention to claim
compensation therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect
thereof.

            SECTION 2.14. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, continue
or prepay any Eurodollar Loan, or to convert any Loan to a Eurodollar Loan, on
the date specified in any notice delivered pursuant hereto (regardless of
whether such notice may be revoked under Section 2.09(c) and is revoked in
accordance therewith), or (d) the assignment of any Eurodollar Loan other than
on the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section 2.17, then, in any such event, the
Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Loan, such loss, cost or
expense to any Lender shall be deemed to include an amount determined by such
Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the
Adjusted LIBO Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for such Loan), over (ii) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the eurodollar market. A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled



to receive pursuant to this Section shall be delivered to the Borrower. The
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof, unless such amount is being contested by
the Borrower in good faith.

            SECTION 2.15. Taxes. (a) Any and all payments by or on account of
any obligation of the Borrower or any other Credit Party hereunder or under any
other Credit Document shall be made free and clear of and without deduction for
any Indemnified Taxes or Other Taxes; provided that if the Borrower or any other
Credit Party shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions of such Taxes (including deductions
applicable to additional sums payable under this Section) the Administrative
Agent, Issuing Bank or Lender (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made (and the
Borrower shall pay or cause such Credit Party to pay such increased amount),
(ii) the Borrower or such other Credit Party shall make such deductions and
(iii) the Borrower or such other Credit Party shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

            (b) The Borrower shall indemnify each Lender, within 10 days after
written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes withheld by the Administrative Agent with respect to any and all payments
of the Deposit Return to the Lenders (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section),
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender,
or by the Administrative Agent on behalf of the applicable Lender, shall be
conclusive absent manifest error.

            (c) The Borrower shall indemnify the Administrative Agent, each
Issuing Bank and each Lender, within 10 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, such Issuing Bank or such Lender, as the case may be, on
or with respect to any payment by or on account of any obligation of the
Borrower or any other Credit Party hereunder or under any other Credit Document
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable out-of-pocket expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender,
or the applicable Issuing Bank or by the Administrative Agent on its own behalf
or on behalf of the applicable Issuing Bank or a Lender, shall be conclusive
absent manifest error.

            (d) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            (e) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower or any other Credit Party to a Governmental
Authority, the



Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

            (f) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time such Foreign Lender first becomes
a party to this Agreement and at the time or times prescribed by applicable law,
such properly completed and executed documentation prescribed by applicable law
or reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate; provided that such Foreign Lender has
received written notice from the Borrower advising it of the availability of
such exemption or reduction and supplying all applicable documentation.

            SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) Except as required or permitted under Section 2.03, 2.04, 2.13,
2.14, 2.15, 2.17 or 9.03, each Borrowing, each payment or prepayment of
principal of any Borrowing or of any LC Disbursement, each payment of interest
on the Loans or the LC Disbursements, each payment of fees (other than fees
payable to the Issuing Banks), each reduction of the Total Commitment and each
refinancing of any Borrowing with a Borrowing of any Type, shall be allocated
pro rata among the Lenders in accordance with their respective Commitments (or,
if the Total Commitment shall have been reduced to zero, in accordance with the
respective principal amounts of their outstanding Loans, LC Exposures or
Deposits, as applicable). Each Lender agrees that in computing such Lender's
portion of any Borrowing to be made hereunder, the Administrative Agent may, in
its discretion, round each Lender's percentage of such Borrowing to the next
higher or lower whole dollar amount.

            (b) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.13, 2.14 or 2.15 or
otherwise) prior to 1:00 p.m., New York City time, on the date when due, in
immediately available funds, without setoff, counterclaim or other deduction.
Any amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except payments to be made directly to an Issuing Bank as
expressly provided herein and except that payments pursuant to Sections 2.13,
2.14, 2.15, 2.17 and 9.03 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person in appropriate ratable shares to the
appropriate recipient or recipients (or will deposit such payments in the
Deposit Account, as applicable) promptly following receipt thereof. If any
payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day and, in



the case of any payment accruing interest, interest thereon shall be payable for
the period of such extension. All payments hereunder shall be made in dollars.

            (c) If at any time insufficient funds are received by and available
to the Administrative Agent to pay fully all amounts of principal, unreimbursed
LC Disbursements, interest and fees then due hereunder, such funds shall be
applied (i) first, towards payment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, towards payment of
principal and unreimbursed LC Disbursements then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal and
unreimbursed LC Disbursements then due to such parties.

            (d) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans or participations in LC Disbursements resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of
its Loans, participations in LC Disbursements and accrued interest thereon than
the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the
Loans and participations in LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and participations in LC
Disbursements. If any participations are purchased pursuant to the preceding
sentence and all or any portion of the payments giving rise thereto are
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest. The provisions of
this paragraph shall not be construed to apply to any payment made by the
Borrower pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in its Commitment or any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower
or any Affiliate thereof (as to which the provisions of this paragraph shall
apply). The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law and under this Agreement, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

            (e) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or any Issuing Bank hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing
Banks, as the case may be (or, to the extent provided in Section 2.01(b),
deposit in the Deposit Account) the amount due. In such event, if the Borrower
has not in fact made such payment, then each of the Lenders or the Issuing
Banks, as the case may be, severally agrees to repay to the Administrative



Agent forthwith on demand the amount so distributed to such Lender or Issuing
Bank (or, if such amount shall have been deposited in the Deposit Account, each
Lender authorizes the Administrative Agent to withdraw such amount from the
Deposit Account), and to pay interest thereon for each day from and including
the date such amount shall have been distributed to it or deposited in the
Deposit Account and credited to its Sub-Account to but excluding the date of
payment to or recovery by the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.

            (f) If any Lender shall fail to make any payment required to be made
by it hereunder for the account of the Administrative Agent, any Issuing Bank or
any Lender, then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy
such Lender's obligations in respect of such payment until all such unsatisfied
obligations are fully paid.

            SECTION 2.17. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.13 or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, then such
Lender shall use reasonable efforts to designate a different lending office for
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.13 or 2.15, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment.

            (b) If any Lender requests compensation under Section 2.13, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
or if any Lender shall become the subject of any insolvency or similar
proceeding or filing, then the Borrower may, at its sole expense and effort,
upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans, participations in LC
Disbursements and its Deposit, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder, from the assignee or the Borrower, as the
case may be, and (iii) in the case of any such assignment resulting from a claim
for compensation under Section 2.13 or payments required to be made pursuant to
Section 2.15, such assignment will result in a reduction in such compensation or
payments. If any Lender shall become the subject of any insolvency or similar



proceeding or filing, then the Borrower, if requested to do so by any Issuing
Bank, shall use commercially reasonable efforts (which shall not include the
payment of any compensation) to identify an assignee willing to purchase and
assume the interests, rights and obligations of such Lender under this Agreement
and to require such Lender to assign and delegate all such interests, rights and
obligations to such assignee in accordance with the preceding sentence.

                                  ARTICLE III

                         Representations and Warranties

            The Borrower represents and warrants to the Administrative Agent,
the Lenders and the Issuing Banks that:

            SECTION 3.01. Organization; Powers. The Borrower and each of the
other Credit Parties is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite power
and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, would not be reasonably
likely to result in a Material Adverse Change, is qualified to do business, and
is in good standing, in every jurisdiction where such qualification is required.
Each Subsidiary of the Borrower other than the Credit Parties is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as
now conducted and is qualified to do business, and is in good standing, in every
jurisdiction where such qualification is required, except for failures that,
individually or in the aggregate, would not be materially likely to result in a
Material Adverse Change.

            SECTION 3.02. Authorization; Enforceability. The Transactions to be
entered into by each Credit Party are within such Credit Party's powers and have
been duly authorized. This Agreement has been duly executed and delivered by the
Borrower and constitutes, and each other Credit Document to which any Credit
Party is to be a party, when executed and delivered by such Credit Party, will
constitute, a legal, valid and binding obligation of the Borrower or such Credit
Party, as the case may be, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

            SECTION 3.03. Governmental Approvals; No Conflicts. Except to the
extent that no Material Adverse Change would be materially likely to result, the
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
are required to perfect Liens created under the Security Documents and such as
have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Borrower or any of the Subsidiaries or any order
of any Governmental Authority, (c) will not violate or result in



a default under any indenture, agreement or other instrument binding upon the
Borrower or any of the Subsidiaries or any of their assets, and (d) will not
result in the creation or imposition of any Lien on any asset of the Borrower or
any of the Subsidiaries, except Liens created under the Credit Documents.

            SECTION 3.04. Financial Statements; No Material Adverse Change. (a)
The Borrower has heretofore furnished to the Lenders its consolidated balance
sheet and statements of income, stockholders' equity and cash flows as of and
for the fiscal year ended December 31, 2003, and as of and for the fiscal
quarters ended March 31, 2004, and June 30, 2004. Such financial statements
present fairly, in all material respects, the consolidated financial position
and consolidated results of operations and cash flows of the Borrower and its
Consolidated Subsidiaries as of such dates and for such fiscal year in
accordance with GAAP, subject, in the case of such quarterly statements, to
normal year-end audit adjustments and to the absence of notes.

            (b) Except as disclosed in the Disclosure Documents, since December
31, 2003, there has been no event or condition that constitutes or would be
materially likely to result in a Material Adverse Change, it being agreed that a
reduction in any rating relating to the Borrower issued by any rating agency
shall not, in and of itself, be an event or condition that constitutes or would
be materially likely to result in a Material Adverse Change (but that events or
conditions underlying or resulting from any such reduction may constitute or be
materially likely to result in a Material Adverse Change).

            SECTION 3.05. Litigation and Environmental Matters. (a) Except as
set forth in the Disclosure Documents, there are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending or, to
the knowledge of the Borrower, threatened against or affecting the Borrower or
any of the Subsidiaries (i) as to which there is a reasonable possibility of an
adverse determination and that if adversely determined would be materially
likely, individually or in the aggregate, to result in a Material Adverse Change
or (ii) that involve the Credit Documents or the Transactions.

            (b) Except as set forth in the Disclosure Documents, and except with
respect to matters that, individually or in the aggregate, would not be
materially likely to result in a Material Adverse Change, neither the Borrower
nor any of the Subsidiaries (i) has failed to comply with any Environmental Law
or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any
Environmental Liability, (iii) has received notice of any claim with respect to
any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

            SECTION 3.06. Compliance with Laws and Agreements. The Borrower and
each of the Subsidiaries is in compliance with all laws, regulations and orders
of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to be in compliance, individually or in the aggregate,
would not be materially likely to result in a Material Adverse Change. No Event
of Default has occurred and is continuing.



            SECTION 3.07. Investment and Holding Company Status. Neither the
Borrower nor any of the Subsidiaries is (a) an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940, as
amended, or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935, as amended.

            SECTION 3.08. ERISA and Canadian Pension Plans. (a) Except as
disclosed in the Disclosure Documents, no ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other ERISA
Events that have occurred or are reasonably expected to occur, would be
materially likely to result in a Material Adverse Change.

            (b) Except as would not be materially likely to result in a Material
Adverse Change, (i) the Canadian Pension Plans are duly registered under the
Income Tax Act (Canada) and all other applicable laws which require registration
and no event has occurred which is reasonably likely to cause the loss of such
registered status; (ii) all material obligations of each Credit Party (including
fiduciary, funding, investment and administration obligations) required to be
performed in connection with the Canadian Pension Plans and the funding
agreements therefor have been performed in a timely fashion; (iii) to the
knowledge of the Credit Parties there have been no improper withdrawals of the
assets of the Canadian Pension Plans or the Canadian Benefit Plans; (iv) there
are no outstanding material disputes concerning the assets of the Canadian
Pension Plans or the Canadian Benefit Plans; and (v) each of the Canadian
Pension Plans is being funded in accordance with the actuarial valuation reports
last filed with the applicable Governmental Authorities and which are consistent
with generally accepted actuarial principles.

            SECTION 3.09. Disclosure. Neither the Information Memorandum nor the
reports, financial statements, certificates or other written information
referred to in Section 3.04 or delivered after the date hereof by or on behalf
of any Credit Party to the Administrative Agent, the Collateral Agent or any
Lender pursuant to Section 5.01 (taken together with all other information so
furnished and as modified or supplemented by other information so furnished)
contained or will contain, in each case as of the date delivered, any material
misstatement of fact or omitted or will omit to state, in each case as of the
date delivered, any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information or other forward
looking information, the Borrower represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.

            SECTION 3.10. Security Interests. (a) When executed and delivered,
each of the Guarantee and Collateral Agreement and the Canadian Security
Agreements will be effective to create in favor of the Collateral Agent for the
benefit of the Secured Parties a valid and enforceable security interest in the
Collateral, to the extent contemplated by the Guarantee and Collateral Agreement
or the Canadian Security Agreements, as the case may be, and (i) when the
Collateral constituting certificated securities (as defined in the Uniform
Commercial Code) is delivered to the Collateral



Agent thereunder, together with instruments of transfer duly endorsed in blank,
the Guarantee and Collateral Agreement will create, to the extent contemplated
by the Guarantee and Collateral Agreement, a perfected security interest in all
right, title and interest of the Grantors in such certificated securities to the
extent perfection is governed by the Uniform Commercial Code as in effect in any
applicable jurisdiction, subject to no other Lien other than Liens permitted
under Section 6.02 that take priority over security interests in certificated
securities perfected by the possession of such securities under the Uniform
Commercial Code as in effect in the applicable jurisdiction, and (ii) when
financing statements in appropriate form are filed, and any other applicable
registrations are made, in the offices specified in the Perfection Certificate,
the Guarantee and Collateral Agreement and the Canadian Security Agreements will
create a perfected security interest (or hypothec, as applicable) in all right,
title and interest of the Grantors in the remaining Collateral to the extent
perfection can be obtained by filing Uniform Commercial Code financing
statements and making such other applicable filings and registrations in such
jurisdictions, subject to no other Lien other than Liens permitted under Section
6.02. The exclusion of the Consent Assets (as defined in the Guarantee and
Collateral Agreement) from the Collateral does not materially reduce the
aggregate value of the Collateral.

            (b) Each Mortgage, upon execution and delivery by the parties
thereto, will create in favor of the Collateral Agent, for the benefit of the
Secured Parties, a legal, valid and enforceable Lien on all the applicable
mortgagor's right, title and interest in and to the Mortgaged Properties subject
thereto and the proceeds thereof, and when the Mortgages have been filed in the
counties specified in Schedule 3.10(b), the Mortgages will create perfected
Liens on all right, title and interest of the mortgagors in the Mortgaged
Properties and the proceeds thereof, prior and superior in right to Liens in
favor of any other Person (other than Liens or other encumbrances for which
exceptions are taken in the policies of title insurance delivered in respect of
the Mortgaged Properties on or prior to the Effective Date and Liens permitted
under Section 6.02).

            (c) Upon (i) the recordation of the Guarantee and Collateral
Agreement or a memorandum of such Agreement with the United States Patent and
Trademark Office and (ii) the recordation of the Canadian Security Agreements
with the Canadian Intellectual Property Office, the Guarantee and Collateral
Agreement and the Canadian Security Agreements, as the case may be, will create
in favor of the Collateral Agent, for the benefit of the Secured Parties, a
perfected Lien on all right, title and interest of the Grantors in the Material
Intellectual Property in which a security interest may be perfected by such
recordation in the United States Patent and Trademark Office or the Canadian
Intellectual Property Office, as the case may be, in each case (i) prior and
superior in right to any other Person and (ii) subject to no other Lien other
than, in the case of (i) and (ii), Liens permitted under Section 6.02 (it being
understood that subsequent recordings in the United States Patent and Trademark
Office or the Canadian Intellectual Property Office, as the case may be, may be
necessary to perfect a Lien on registered trademarks and trademark applications
acquired by the Grantors after the Effective Date). As of the Effective Date,
Schedule 3.10(c) sets forth all the Material Intellectual Property.



            (d) Upon the recordation of the Guarantee and Collateral Agreement
with the Federal Aviation Administration, the Guarantee and Collateral Agreement
will create in favor of the Collateral Agent, for the benefit of the Secured
Parties, a perfected Lien on all right, title and interest of the Grantors in
the Aircraft Collateral (as defined in the Guarantee and Collateral Agreement)
in which a security interest may be perfected by such recordation with the
Federal Aviation Administration, in each case prior and superior in right to any
other Person, subject to no other Lien other than Liens permitted under Section
6.02.

            (e) None of the Perfection Certificate or any other written
information relating to the Collateral delivered after the date hereof by or on
behalf of any Credit Party to the Administrative Agent, the Collateral Agent or
any Lender pursuant to any provision of any Credit Document is or will be
incorrect when delivered in any respect material to the rights or interests of
the Lenders under the Credit Documents.

            SECTION 3.11. Use of Proceeds and Letters of Credit. The proceeds of
the Loans and the Letters of Credit will be used only for the purposes referred
to in the preamble to this Agreement. No part of the proceeds of any Loan will
be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations T, U and
X.

                                   ARTICLE IV

                                   Conditions

            SECTION 4.01. Effective Date. This Agreement shall not become
effective until the date on which each of the following conditions is satisfied
(or waived or deferred in accordance with Section 9.02 or the penultimate
paragraph of this Section 4.01):

            (a) The Administrative Agent (or its counsel) shall have received
from the Borrower, the Administrative Agent and each Lender either (i)
counterparts of this Agreement signed on behalf of each such party or (ii)
written evidence satisfactory to the Administrative Agent (which may include
telecopy transmission of a signed signature page of this Agreement) that each
such party has signed a counterpart of this Agreement.

            (b) The Administrative Agent shall have received favorable written
opinions (addressed to the Administrative Agent, the Lenders and the Issuing
Banks and dated the Effective Date) of (i) Covington & Burling, counsel for the
Borrower, substantially in the form of Exhibit E-1, and (ii) the General
Counsel, the Associate General Counsel or an Assistant General Counsel of the
Borrower, substantially in the form of Exhibit E-2, and covering such other
matters relating to the Credit Parties, the Credit Documents or the Transactions
as the Administrative Agent or the Majority Lenders shall reasonably request.

            (c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to



the organization, existence and good standing of each Credit Party, the
authorization by the Credit Parties of the Transactions and any other legal
matters relating to the Borrower, the other Credit Parties, the Credit Documents
or the Transactions, all in form and substance reasonably satisfactory to the
Administrative Agent and its counsel.

            (d) The commitments under the US Revolving Facility Agreement shall
have terminated, all loans thereunder shall have been repaid and all letters of
credit thereunder (other than the Existing Letters of Credit) shall have been
canceled, returned or redesignated as letters of credit under the ABL Facilities
Agreement.

            (e) The Obligations shall have been designated by the Borrower as,
and shall be, "Designated Senior Obligations" under the Lien Subordination and
Intercreditor Agreement.

            (f) The Administrative Agent, on behalf of the Lenders, shall have
executed and delivered to the administrative agent under the ABL Facilities
Agreement and the European Facilities Agreement an agreement reasonably
satisfactory to the Borrower and each such administrative agent under which the
Liens on the ABL Facilities Collateral and the Luxembourg Finance Pledged
Collateral (as such terms are defined in the Master Guarantee and Collateral
Agreement) securing the Obligations are subordinated to the prior liens on such
assets securing the obligations under the ABL Facilities Agreement and the
obligations under the European Facilities Agreement on substantially the terms
on which the junior liens on such Collateral securing the US Revolving Facility
Agreement are so subordinated under the Master Guarantee and Collateral
Agreement.

            (g) The representations and warranties set forth in Article III
shall be true and correct in all material respects on the Effective Date and the
Administrative Agent shall have received a certificate signed by a Financial
Officer to that effect.

            (h) The Borrower and the other Credit Parties shall be in compliance
with all the terms and provisions set forth herein and in the other Credit
Documents in all material respects on their part to be observed or performed,
and at the time of and immediately after the Effective Date, no Default shall
have occurred and be continuing, and the Administrative Agent shall have
received a certificate signed by a Financial Officer to that effect.

            (i) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Effective Date, including, to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required
to be reimbursed or paid by the Borrower hereunder.

            (j) The Administrative Agent shall have received (i) a completed
Perfection Certificate dated the Effective Date and signed by a Financial
Officer, together with all attachments contemplated thereby, and (ii) the
results of a search of the Uniform Commercial Code (or equivalent) filings made
with respect to the Credit Parties in the



jurisdictions referred to in paragraph 1 of the Perfection Certificate and
copies of the financing statements (or similar documents) disclosed by such
search.

            (k) The Administrative Agent shall have received from the Borrower
and each Domestic Subsidiary (other than the Excluded Subsidiaries and the
Consent Subsidiaries) a counterpart of the Guarantee and Collateral Agreement
duly executed and delivered on behalf of the Borrower or such Subsidiary as a
Guarantor and (in the case of each Subsidiary that is a US Facilities Grantor
under the Master Guarantee and Collateral Agreement) a Grantor. The
Administrative Agent shall have received from the Canadian Grantors counterparts
of the Canadian Security Agreements duly executed and delivered on behalf of
such Canadian Grantors.

            (l) The Collateral Agent shall have received certificates
representing all Equity Interests (other than any uncertificated Equity
Interests) pledged pursuant to the Guarantee and Collateral Agreement, together
with undated stock powers or other instruments of transfer with respect thereto
endorsed in blank.

            (m) All Uniform Commercial Code financing statements and
recordations with the United States Patent and Trademark Office and the Federal
Aviation Administration required by law or reasonably requested by the
Collateral Agent to be filed or recorded to perfect the Liens intended to be
created on the Collateral (to the extent such Liens may be perfected by filings
under the Uniform Commercial Code as in effect in any applicable jurisdiction or
by filings with the United States Patent and Trademark Office or the Federal
Aviation Administration) shall have been filed or recorded or delivered to the
Collateral Agent for filing or recording.

            (n) The Collateral Agent shall have received (i) counterparts of a
Mortgage with respect to each Mortgaged Property, duly executed and delivered by
the record owner of such Mortgaged Property, (ii) a policy or policies of title
insurance issued by a nationally recognized title insurance company insuring the
Lien of each such Mortgage as a valid first Lien on the Mortgaged Property
described therein, free of any other Liens (other than Liens referred to in such
policies of title insurance and acceptable to the Administrative Agent and Liens
permitted by Section 6.02), together with such endorsements as the Collateral
Agent or the Majority Lenders may reasonably request, and (iii) such legal
opinions and other documents as shall reasonably have been requested by the
Collateral Agent with respect to any such Mortgage or Mortgaged Property.

            (o) The Administrative Agent shall have received from each "Deposit
Account Institution" that is party to a "Lockbox Agreement" (as such terms are
defined in the Master Guarantee and Collateral Agreement) an executed letter
agreement to the effect that references in such agreement to the US Revolving
Facility Agreement will be deemed to have been replaced with references to this
Agreement at such time as the US Revolving Facility Agreement shall have been
refinanced and replaced by this Agreement.

            The Collateral Agent may enter into agreements with the Borrower to
grant extensions of time for the perfection of security interests in or the
delivery of



surveys, title insurance, legal opinions or other documents with respect to
particular assets where it determines that perfection cannot be accomplished or
such documents cannot be delivered without undue effort or expense by the
Effective Date or any later date on which they are required to be accomplished
or delivered under this Agreement or the Security Documents. Any failure of the
Borrower to satisfy a requirement of any such agreement by the date specified
therein (or any later date to which the Collateral Agent may agree) shall
constitute a breach of the provision of this Agreement or the Security Document
under which the original requirement was applicable. Without limiting the
foregoing, it is anticipated that the actions listed on Schedule 4.01 will not
have been completed by the Effective Date, and the Borrower covenants and agrees
that each of such actions will be completed by the date specified for such
action in such Schedule 4.01 (or any later date to which the Collateral Agent
may agree) and that the Borrower will comply with all of the undertakings set
forth in Schedule 4.01.

            The Administrative Agent shall notify the Borrower and the Lenders
of the Effective Date in writing, and such notice shall be conclusive and
binding. Notwithstanding the foregoing, the obligations of the Lenders to make
the Deposits and of the Issuing Banks to issue Letters of Credit hereunder shall
not become effective unless each of the foregoing conditions shall have been
satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New
York City time, on August 31, 2004 (and, in the event such conditions are not so
satisfied or waived, the Total Commitment shall be reduced to zero at such
time).

            SECTION 4.02. Each Credit Event. (A) The obligation of each Lender
to make a Loan on the occasion of any Borrowing (other than a conversion or
continuation of an outstanding Borrowing and other than a Borrowing to reimburse
an LC Disbursement made pursuant to Section 2.04(e)) and of each Issuing Bank to
issue, amend, renew or extend any Letter of Credit, shall be subject to the
satisfaction of the following conditions:

            (a) The representations and warranties of the Borrower set forth in
this Agreement and in the other Credit Documents (insofar as they relate to the
transactions provided for herein or to the Collateral securing the Obligations)
shall be true and correct in all respects material to the rights or interests of
the Lenders or the Issuing Banks under the Credit Documents on and as of the
date of such Borrowing or the date of issuance, amendment, renewal or extension
of such Letter of Credit, as applicable, with the same effect as though made on
and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date.

            (b) At the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default or Event of Default shall have occurred and be
continuing and no breach of the delivery requirements of Section 5.01(a) or (b)
shall have occurred and be continuing.

            (B) The obligation of each Lender to make a Loan on the occasion of
any Borrowing to reimburse an LC Disbursement made pursuant to Section 2.04(e)
shall be



subject to the satisfaction of the condition that at the time of and immediately
after giving effect to such Borrowing, no Event of Default shall have occurred
and be continuing.

            (C) Each Borrowing and each issuance, amendment, renewal or
extension of a Letter of Credit shall be deemed to constitute a representation
and warranty by the Borrower on the date thereof as to the matters specified in
paragraphs (a) and (b) of subsection (A) above or in subsection (B) above, as
the case may be.

                                    ARTICLE V

                              Affirmative Covenants

            Until the Total Commitment shall have been reduced to zero and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Administrative Agent, the Lenders and the Issuing Banks that:

            SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender and Issuing
Bank:

            (a) as soon as available and in any event within 110 days after the
end of each fiscal year of the Borrower, (i) its audited consolidated balance
sheet and related statements of income, stockholders' equity and cash flows as
of the end of and for such year, setting forth in each case in comparative form
the figures for the previous fiscal year, all reported on by
PricewaterhouseCoopers or other independent public accountants of recognized
national standing (without any qualification or exception as to the scope of
such audit) to the effect that such consolidated financial statements present
fairly in all material respects the financial condition and results of
operations of the Borrower and its Consolidated Subsidiaries in accordance with
GAAP consistently applied; and (ii) an annual operating plan prepared by
management of the Borrower in a manner consistent with past practice, which
annual operating plan shall include, for the fiscal year in which it is
delivered, (A) annual and quarterly projected income statements, annual and
quarterly projected statements of cash flow, and a projected year-end balance
sheet as of the last day of such fiscal year, in each case, for the Borrower and
its Consolidated Subsidiaries, and (B) quarterly projections of unit and dollar
sales, EBIT and operating cash flow by business unit;

            (b) as soon as available and in any event within 60 days after the
end of each of the first three fiscal quarters of each fiscal year of the
Borrower, its consolidated balance sheet and related statements of income,
stockholders' equity and cash flows as of the end of and for such fiscal quarter
and the then elapsed portion of the fiscal year, setting forth in each case in
comparative form the figures for the corresponding period or periods of (or, in
the case of the balance sheet, as of the end of) the previous fiscal year, all
certified by one of its Financial Officers as presenting fairly in all material
respects the financial condition and results of operations of the Borrower and
its Consolidated


Subsidiaries in accordance with GAAP consistently applied, subject to normal
year-end audit adjustments and the absence of footnotes;

            (c) not later than one Business Day after each delivery of financial
statements under clause (a) or (b) above, a certificate of a Financial Officer
(i) certifying as to whether a Default has occurred and, if a Default has
occurred, specifying the details thereof and any action taken or proposed to be
taken with respect thereto, (ii) demonstrating compliance with Sections 6.08,
6.09, 6.10 and 6.11 at the end of the period to which such financial statements
relate and for each applicable period then ended, (iii) stating whether any
change in GAAP or in the application thereof has occurred since the date of the
most recent audited financial statements delivered under clause (a) above (or,
prior to the delivery of any such financial statements, since December 31, 2002)
and, if any such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate and (iv) specifying the
exchange rate determined by the Borrower and used in its Annual Operating Plan
for the then current fiscal year (which rate the Borrower agrees to determine
reasonably);

            (d) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by the
Borrower or any Subsidiary with the United States Securities and Exchange
Commission, or any Governmental Authority succeeding to any or all of the
functions of said Commission, or with any national securities exchange, or
distributed by the Borrower to its shareholders generally, as the case may be;

            (e) at the time of each delivery of financial statements under
clause (a) or (b) above, and at such other times as the Borrower may determine,
a certificate of a Financial Officer identifying each Domestic Subsidiary formed
or acquired after the Effective Date and not previously identified in a
certificate delivered pursuant to this paragraph, stating whether each such
Domestic Subsidiary is a Consent Subsidiary and describing the factors that
shall have led to the identification of any such Domestic Subsidiary as a
Consent Subsidiary;

            (f) from time to time, all information and documentation required to
be delivered under Section 4.04 of the Guarantee and Collateral Agreement;

            (g) at the time of each delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer of the Borrower
certifying that the requirements of Section 5.08 have been satisfied in all
material respects; and

            (h) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Borrower or any Subsidiary, or compliance with the terms of this Agreement or
the other Credit Documents, or the perfection of the security interests created
by the Security Documents, as the Administrative Agent or any Lender may
reasonably request.

            Information required to be delivered pursuant to this Section 5.01
shall be deemed to have been delivered if such information, or one or more
annual or quarterly



reports containing such information, shall have been posted by the
Administrative Agent on an IntraLinks or similar site to which the Lenders have
been granted access or shall be available on the website of the Securities and
Exchange Commission at http://www.sec.gov; provided that the Borrower shall
deliver paper copies of such information to any Lender that requests such
delivery. Information required to be delivered pursuant to this Section 5.01 may
also be delivered by electronic communications pursuant to procedures approved
by the Administrative Agent.

            SECTION 5.02. Notices of Defaults. The Borrower will furnish to the
Administrative Agent, each Issuing Bank and each Lender prompt written notice of
the occurrence of any Default, together with a statement of a Financial Officer
or other executive officer of the Borrower setting forth the details of the
event or development requiring such notice and any action taken or proposed to
be taken with respect thereto.

            SECTION 5.03. Existence; Conduct of Business. The Borrower will, and
will cause each of the Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business, except to the extent that failures to keep in
effect such rights, licenses, permits, privileges and franchises would not be
materially likely, individually or in the aggregate for all such failures, to
result in a Material Adverse Change; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.04.

            SECTION 5.04. Maintenance of Properties. The Borrower will, and will
cause each of the Subsidiaries to, keep and maintain all its property in good
working order and condition, ordinary wear and tear excepted, except to the
extent any failure to do so would not, individually or in the aggregate, be
materially likely to result in a Material Adverse Change (it being understood
that the foregoing shall not prohibit any sale of any assets permitted by
Section 6.06).

            SECTION 5.05. Books and Records; Inspection and Audit Rights. The
Borrower will, and will cause each of the Subsidiaries to, keep books of record
and account sufficient to enable the Borrower to prepare the financial
statements and other information required to be delivered under Section 5.01.
The Borrower will, and will cause each of the Subsidiaries to, permit any
representatives designated by the Administrative Agent (or by any Lender acting
through the Administrative Agent), upon reasonable prior notice, to visit and
inspect its properties (accompanied by a representative of the Borrower) and to
discuss its affairs, finances and condition with its officers, all at such
reasonable times and as often as reasonably requested.

            SECTION 5.06. Compliance with Laws. The Borrower will, and will
cause each of the Subsidiaries to, comply with all laws, including Environmental
Laws, rules, regulations and orders of any Governmental Authority applicable to
it or its property, except where the failure to do so, individually or in the
aggregate, would not be materially likely to result in a Material Adverse
Change.



            SECTION 5.07. Insurance. The Borrower will, and will cause each of
the Subsidiaries to, maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customary
among companies of established reputation engaged in the same or similar
businesses and operating in the same or similar locations, except to the extent
the failure to do so would not be materially likely to result in a Material
Adverse Change. The Borrower will furnish to the Administrative Agent or any
Lender, upon request, information in reasonable detail as to the insurance so
maintained.

            SECTION 5.08. Guarantees and Collateral. (a) In the event that there
shall at any time exist any North American Subsidiary (other than an Excluded
Subsidiary or Consent Subsidiary) that shall not be a party to the Guarantee and
Collateral Agreement or the Canadian Security Agreements, as the case may be,
the Borrower will promptly notify the Collateral Agent (including in such notice
the information that would have been required to be set forth with respect to
such Subsidiary in the Perfection Certificate if such Subsidiary had been one of
the Grantors listed therein) and will, within 30 days (or such longer period as
may be reasonable under the circumstances) after such notification, deliver to
the Collateral Agent a supplement to the Guarantee and Collateral Agreement or
the Canadian Security Agreements, as the case may be, in substantially the form
specified therein, duly executed and delivered on behalf of such North American
Subsidiary, pursuant to which such North American Subsidiary will become a party
to the Guarantee and Collateral Agreement and a Subsidiary Guarantor and, if it
elects to become a Grantor or if its consolidated assets are greater than
$10,000,000 as of June 30, 2004, or if later, as of the end of the most recent
fiscal quarter for which financial statements have been delivered pursuant to
Section 5.01(a) or (b), a Grantor, in each case as defined in the Guarantee and
Collateral Agreement.

            (b) In the event that the Borrower or any other Grantor shall at any
time directly own any Equity Interests of any Subsidiary (other than (i) Equity
Interests in any Subsidiary with consolidated assets not greater than
$10,000,000 as of June 30, 2004, or if later, as of the end of the most recent
fiscal quarter for which financial statements have been delivered pursuant to
Section 5.01(a) or (b), (ii) Equity Interests in any Excluded Subsidiary or
Consent Subsidiary and (iii) Equity Interests already pledged in accordance with
this paragraph or Section 4.01(l)), the Borrower will promptly notify the
Collateral Agent and will, within 30 days (or such longer period as may be
reasonable under the circumstances) after such notification, cause such Equity
Interests to be pledged under the Guarantee and Collateral Agreement and cause
to be delivered to the Collateral Agent any certificates representing such
Equity Interests, together with undated stock powers or other instruments of
transfer with respect thereto endorsed in blank; provided, that (A) no Grantor
shall be required to pledge more than 65% of outstanding voting Equity Interests
of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any
Equity Interests in any Foreign Subsidiary if a Financial Officer shall have
delivered a certificate to the Administrative Agent certifying that the Borrower
has determined, on the basis of reasonable inquiries in the jurisdiction of such
Person, that such pledge would affect materially and adversely the ability of
such Person to conduct its business in such jurisdiction.



            (c) In the event that the Borrower or any other Grantor shall at any
time directly own any Equity Interests of any Material Foreign Subsidiary (other
than Equity Interests already pledged in accordance with this paragraph and
Equity Interests in any Consent Subsidiary), the Borrower will promptly notify
the Collateral Agent and will take all such actions as the Collateral Agent
shall reasonably request and as shall be available under applicable law to cause
such Equity Interests to be pledged under a Foreign Pledge Agreement and cause
to be delivered to the Collateral Agent any certificates representing such
Equity Interests, together with undated stock powers or other instruments of
transfer with respect thereto endorsed in blank; provided, that (A) no Grantor
shall be required to pledge more than 65% of outstanding voting Equity Interests
of any Foreign Subsidiary and (B) no Grantor shall be required to pledge any
Equity Interests in any Person if a Financial Officer shall have delivered a
certificate to the Administrative Agent certifying that the Borrower has
determined, on the basis of reasonable inquiries in the jurisdiction of such
Person, that such pledge would affect materially and adversely the ability of
such Person to conduct its business in such jurisdiction.

            (d) In the event that the Borrower or any other Grantor shall at any
time own any Material Intellectual Property (other than Material Intellectual
Property as to which the actions required by this paragraph have already been
taken), the Borrower will promptly notify the Collateral Agent and will file all
Uniform Commercial Code financing statements or other applicable personal
property security law filings and recordations with the Patent and Trademark
Office or the Canadian Intellectual Property Office as shall be required by law
or reasonably requested by the Collateral Agent to be filed or recorded to
perfect the Liens intended to be created on the Collateral (to the extent such
Liens may be perfected by filings under the Uniform Commercial Code or other
personal property security legislation as in effect in any applicable
jurisdiction or by filings with the United States Patent and Trademark Office or
the Canadian Intellectual Property Office); provided, that if the consents of
Persons other than the Borrower and the Wholly Owned Subsidiaries would be
required under applicable law or the terms of any agreement in order for a
security interest to be created in any Material Intellectual Property under the
Guarantee and Collateral Agreement or the Canadian Security Agreements, as the
case may be, a security interest shall not be required to be created in such
Material Intellectual Property prior to the obtaining of such consents. The
Borrower will endeavor in good faith to obtain any consents required to permit
any security interest in Material Intellectual Property to be created under the
Guarantee and Collateral Agreement or the Canadian Security Agreements, as the
case may be.

            (e) The Borrower will, and will cause each Subsidiary to, execute
any and all further documents, financing statements, agreements and instruments,
and take all such further actions, as may be reasonably requested by the
Collateral Agent in order to cause the security interests purported to be
created by the Security Documents or required to be created under the terms of
this Agreement to constitute valid security interests, perfected in accordance
with this Agreement.



                                   ARTICLE VI

                               Negative Covenants

            Until the Total Commitment shall have been reduced to zero and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Administrative Agent, the Lenders and the Issuing Banks that:

            SECTION 6.01. Indebtedness and Preferred Equity Interests. The
Borrower will not, and will not permit any Consolidated Subsidiary to, create,
incur, assume or permit to exist any Indebtedness, or issue any preferred stock
or other preferred Equity Interests, except:

            (a) Indebtedness under this Agreement (and related Indebtedness
under the Security Documents);

            (b) Indebtedness under the ABL Facilities Agreement and the European
Facilities Agreement (and related Indebtedness under the "Security Documents",
as defined in such Agreements) in an amount for each such Agreement not greater
than the aggregate amount of the outstanding loans and unfunded commitments of
the lenders thereunder on the Effective Date, and additional Indebtedness that
may be incurred under the ABL Facilities that does not result in the aggregate
principal amount of Indebtedness under the ABL Facilities exceeding
$2,000,000,000;

            (c) other Indebtedness existing (or incurred pursuant to commitments
to lend existing) on March 31, 2003, substantially all of which is set forth or
described in Schedule 6.01;

            (d) Indebtedness owed to the Borrower or any Subsidiary and
permitted under Section 6.05(b);

            (e) Guarantees expressly permitted under Section 6.05;

            (f) Indebtedness of Foreign Subsidiaries (other than the European JV
and its subsidiaries and Luxembourg Finance (it being understood that
Indebtedness of Goodyear S.A., organized under the laws of Luxembourg, existing
on March 31, 2003, shall be counted against the limitation set forth in this
Section 6.01(f) from and after the date on which it becomes secured)) in an
aggregate principal amount (excluding Indebtedness existing or incurred under
the other clauses of this Section 6.01 and under Section 6.05(b)) not greater
than $200,000,000 outstanding at any time;

            (g) Securitization Transactions (other than those permitted by
paragraphs (f), (j), (l), (r) and (u) of this Section) in an aggregate amount
not greater than (euro)275,000,000 outstanding at any time;



            (h) Indebtedness of the Borrower or any Subsidiary incurred to
finance the acquisition, construction or improvement of any fixed or capital
assets, including Capital Lease Obligations and any Indebtedness assumed in
connection with the acquisition of any such assets or secured by a Lien on any
such assets prior to the acquisition thereof; provided that such Indebtedness is
incurred prior to or within 180 days after such acquisition or the completion of
such construction or improvement;

            (i) Attributable Debt of the Borrower or any Subsidiary incurred
pursuant to Sale and Leaseback Transactions permitted by Section 6.03;

            (j) Indebtedness of any Person that shall have become a Subsidiary
after March 31, 2003, as a result of a transaction expressly permitted under
Section 6.05(e) (or the corresponding section of the US Revolving Facility
Agreement); provided that such Indebtedness shall have existed at the time such
Person became a Subsidiary and shall not have been created in contemplation of
or in connection with such Person becoming a Subsidiary;

            (k) obligations of the Borrower and the Subsidiaries existing on
March 31, 2003 (other than Guarantees, Securitization Transactions and Sale and
Leaseback Transactions), that would not constitute Indebtedness that would
appear as liabilities on a consolidated balance sheet of the Borrower under GAAP
as in effect on March 31, 2003, and that, as a result of changes in GAAP after
March 31, 2003, shall be required to be reflected on such a balance sheet as
liabilities;

            (l) Indebtedness of any Subsidiary that is not a Consolidated
Subsidiary under GAAP as in effect on March 31, 2003 (and in the event that any
such Subsidiary shall become a Consolidated Subsidiary, Indebtedness of such
Subsidiary existing at the time it becomes a Consolidated Subsidiary);

            (m) any extension, renewal, refinancing or replacement of any
Indebtedness referred to in any of clauses (a) through (l) above that does not
increase the outstanding principal amount thereof (except to the extent
necessary to pay the fees, expenses, underwriting discounts and prepayment
premiums in connection therewith) or change the parties directly or indirectly
responsible for the payment of such Indebtedness; provided that (i) any such
refinancing or replacement Indebtedness shall not shorten the maturity of the
Indebtedness refinanced or replaced or add a requirement not previously
applicable to the Indebtedness refinanced or replaced that such Indebtedness be
prepaid, redeemed, repurchased or defeased on one or more scheduled dates or
upon the happening of one or more events (other than events of default or change
of control events) before the maturity of the Indebtedness being refinanced or
replaced and (ii) (A) any such refinancing or replacement of Indebtedness under
any revolving credit or similar facility shall be accompanied by the termination
of the portion of the commitments under such facility under which such
refinanced or replaced Indebtedness shall have been outstanding and (B) any
extension, renewal, refinancing or replacement of Indebtedness under any
revolving credit or similar facility may be in an aggregate principal amount
equal to the commitments under such facility at the time of such



extension, renewal, refinancing or replacement, whether or not such commitments
have been drawn at the time of such extension, renewal, refinancing or
replacement;

            (n) Indebtedness arising from the honoring of a check, draft or
similar instrument presented by the Borrower or a Subsidiary against
insufficient funds;

            (o) Indebtedness pursuant to any Swap Agreement entered into to
hedge against risks to which the businesses of the Borrower and the Subsidiaries
are exposed, and not for speculative purposes;

            (p) unsecured surety and performance bonds entered into in the
ordinary course of business and not securing Indebtedness;

            (q) other unsecured Indebtedness for borrowed money of the Borrower,
or preferred Equity Interests of the Borrower ("Permitted Preferred Stock"), or
any combination thereof, not maturing or required to be prepaid, redeemed,
repurchased or defeased prior to the Commitment Termination Date, whether on one
or more scheduled dates or upon the happening of one or more events (other than
events of default (or similar events relating to Equity Interests) or change of
control events), and any Guarantee of such Indebtedness provided by any
Subsidiary that is a Guarantor under the Guarantee and Collateral Agreement that
is subordinated to the Obligations on terms in no material respect less
favorable to the Lenders than market terms prevailing at the time such Guarantee
is issued; provided that the aggregate principal or stated amount of such
Indebtedness (or of the Indebtedness it Guarantees) or preferred Equity
Interests created or assumed pursuant to this clause (q) and outstanding at any
time, without duplication, shall not exceed $1,000,000,000; provided further,
that for purposes of this paragraph, any trust preferred stock or similar
preferred Equity Interest issued by a special purpose entity substantially all
the assets of which consist of Indebtedness or preferred Equity Interests of the
Borrower will be deemed to be a preferred Equity Interest of the Borrower;

            (r) a Securitization Transaction in an aggregate amount not greater
than $15,000,000 outstanding at any time involving accounts receivable, rights
to future lease payments or residuals or other financial assets, and related
property of Goodyear Australia Pty Limited;

            (s) Senior Subordinated-Lien Indebtedness for borrowed money of the
Borrower outstanding on the date hereof, and additional Senior Subordinated-Lien
Indebtedness in an aggregate principal amount not to exceed $750,000,000 issued
after the date hereof, in each case not maturing or required to be prepaid,
redeemed, repurchased or defeased prior to the Commitment Termination Date,
whether on one or more scheduled dates or upon the happening of one or more
events (other than as a result of events of default or change of control events
or pursuant to customary provisions requiring that the Borrower offer to
purchase such Senior Subordinated-Lien Indebtedness with the proceeds of asset
sales to the extent such proceeds have not been invested in assets used in the
Borrower's business or used to prepay, redeem or purchase other Indebtedness
(including Loans hereunder) or to provide cash collateral for



reimbursement obligations in respect of letters of credit (including the Letters
of Credit)) (it being agreed that provisions comparable to those set forth in
Exhibit G hereto are customary), and related Guarantees by the Subsidiary
Guarantors; provided that the Senior Subordinated-Lien Collateral Agent for such
Senior Subordinated-Lien Indebtedness shall have executed and delivered to the
Administrative Agent, on its own behalf and on behalf of the obligees on such
Senior Subordinated-Lien Indebtedness, the Lien Subordination and Intercreditor
Agreement;

            (t) Securitization Transactions of Foreign Subsidiaries (other than
those permitted by paragraphs (f), (g), (j), (l) and (r) of this Section) in an
aggregate amount not greater than $15,000,000 outstanding at any time; and

            (u) other Indebtedness in an aggregate amount at any time
outstanding not to exceed $25,000,000.

            SECTION 6.02. Liens. The Borrower will not, and will not permit any
Consolidated Subsidiary to, create, incur, assume or permit to exist any Lien on
any property or asset now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of
any thereof (other than sales of delinquent or doubtful receivables and other
than any transaction excluded from the definition of "Securitization
Transaction" under the proviso thereto), except:

            (a) Liens created under the New Facilities Documents and the Credit
Documents (including Liens created under Section 2.04(j));

            (b) Permitted Encumbrances;

            (c) any Lien on any property or asset of the Borrower or any
Subsidiary existing on April 1, 2003, and set forth in Schedule 6.02; provided
that (i) such Lien shall not apply to any other property or asset of the
Borrower or any Subsidiary and (ii) such Lien shall secure only those
obligations which it secured on April 1, 2003, and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount
thereof;

            (d) any Lien existing on any property or asset prior to the
acquisition thereof by the Borrower or any Subsidiary or existing on any
property or asset of any Person that shall have become a Subsidiary after March
31, 2003, prior to the time such Person became a Subsidiary; provided that (i)
such Lien secures Indebtedness permitted by clause (h) or (j) of Section 6.01,
(ii) such Lien shall not have been created in contemplation of or in connection
with such acquisition or such Person becoming a Subsidiary, as the case may be,
(iii) such Lien shall not apply to any other property or assets of the Borrower
or any Subsidiary, and (iv) such Lien shall secure only those obligations which
it shall have secured on the date of such acquisition or the date such Person
shall have become a Subsidiary, as the case may be, and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount
thereof;

            (e) Liens on assets acquired, constructed or improved by the
Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness
permitted by clause (h)



or (j) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are
incurred prior to or within 180 days after such acquisition or the completion of
such construction or improvement, (iii) the Indebtedness secured thereby does
not exceed the cost of acquiring, constructing or improving such assets and (iv)
such Liens shall not apply to any other property or assets of the Borrower or
any Subsidiary;

            (f) Liens on assets of Foreign Subsidiaries (other than the European
JV and its subsidiaries and Luxembourg Finance) securing Indebtedness incurred
under Section 6.01(f), and (ii) in connection with Securitization Transactions
permitted under Section 6.01(f) or (t);

            (g) Liens in connection with Securitization Transactions permitted
under Section 6.01(g) and (r);

            (h) Liens in connection with Sale and Leaseback Transactions
permitted by Section 6.03;

            (i) Liens on specific items of inventory or other goods (and
proceeds thereof) securing obligations in respect of bankers' acceptances issued
for the account of the Borrower or a Subsidiary to facilitate the purchase,
shipment or storage of such items of inventory or other goods;

            (j) Liens on specific items of inventory or other goods and related
documentation (and proceeds thereof) securing reimbursement obligations in
respect of trade letters of credit issued to ensure payment of the purchase
price for such items of inventory or other goods;

            (k) any interest of a lessor in property subject to an operating
lease;

            (l) Liens referred to in policies of title insurance with respect to
Mortgaged Property delivered to the Administrative Agent prior to the Effective
Date;

            (m) Liens on assets constituting ABL Facilities Collateral, US
Facilities Pledged Collateral, Luxembourg Finance Pledged Collateral and US
Facilities Article 9 Collateral (other than any such US Facilities Article 9
Collateral constituting Indenture Properties or "manufacturing facilities", as
defined in the Swiss Franc Note Agreement) (each such term not defined in this
Agreement having the meaning assigned to it in the Master Guarantee and
Collateral Agreement), and on the Borrower's headquarters building in Akron,
Ohio, created under any Senior Subordinated-Lien Indebtedness Security Documents
to secure any Senior Subordinated-Lien Indebtedness incurred under Section
6.01(s); provided, that such Liens shall be subordinate and junior to the Liens
securing the Obligations on the terms set forth in the Lien Subordination and
Intercreditor Agreement;

            (n) Liens on assets constituting ABL Facilities Collateral, US
Facilities Pledged Collateral, Luxembourg Finance Pledged Collateral and US
Facilities Article 9 Collateral (each such term not defined in this Agreement
having the meaning assigned to it in the Master Guarantee and Collateral
Agreement), and on the Borrower's



headquarters building in Akron, Ohio, securing Indebtedness incurred under
Section 6.01(m) to refinance the Indebtedness under the ABL Facilities
Agreement, but only if (i) all Indebtedness under the ABL Facilities Agreement
shall have been repaid and discharged in full and the Commitments under and as
defined in the ABL Facilities Agreement shall have been terminated not later
than the time at which such Liens are incurred and (ii) any such Liens on assets
other than ABL Facilities Collateral shall be subordinated, on the terms set
forth in the Master Guarantee and Collateral Agreement, to the Liens securing
the Obligations to the same extent as the Liens on such assets securing the
Indebtedness under the ABL Facilities Agreement;

            (o) Liens on assets constituting European Facilities Collateral and
Luxembourg Finance Pledged Collateral (each such term not defined in this
Agreement having the meaning assigned to it in the Master Guarantee and
Collateral Agreement) securing Indebtedness incurred under Section 6.01(m) to
refinance the Indebtedness under the European Facilities Agreement, but only if
all Indebtedness under the European Facilities Agreement shall have been repaid
in full and the Commitments under and as defined in the European Facilities
Agreement shall have been terminated not later than the time at which such Liens
are incurred;

            (p) Liens on assets constituting ABL Facilities Collateral, US
Facilities Pledged Collateral, Luxembourg Finance Pledged Collateral and US
Facilities Article 9 Collateral (other than any such US Facilities Article 9
Collateral constituting Indenture Properties or "manufacturing facilities", as
defined in the Swiss Franc Note Agreement) (each such term not defined in this
Agreement having the meaning assigned to it in the Master Guarantee and
Collateral Agreement), and on the Borrower's headquarters building in Akron,
Ohio, to secure the Guarantees by the Borrower and the Subsidiary Guarantors of
the Obligations under and as defined in the European Facilities Agreement (or of
Indebtedness incurred under Section 6.01(m) to refinance the Indebtedness under
the European Facilities Agreement, but only if all Indebtedness under the
European Facilities Agreement shall have been repaid in full and the Commitments
under and as defined in the European Facilities Agreement shall have been
terminated not later than the time at which such Liens are incurred); provided
that such Liens shall be pari passu with the Liens securing Senior
Subordinated-Lien Indebtedness and subordinate to the other Liens on such
Collateral created by the Guarantee and Collateral Agreement; and

            (q) other Liens on assets not constituting Collateral; provided that
the aggregate amount of the Indebtedness and other obligations secured by such
Liens shall at no time exceed $25,000,000.

            SECTION 6.03. Sale and Leaseback Transactions. The Borrower will
not, and will not permit any of the Consolidated Subsidiaries to, enter into or
be party to any Sale and Leaseback Transaction other than (a) Sale and Leaseback
Transactions existing on March 31, 2003, and any replacement Sale and Leaseback
Transactions that do not involve assets other than those subject to the Sale and
Leaseback Transactions they replace and do not increase the Attributable Debt
related thereto and (b) other Sale and Leaseback Transactions the aggregate
outstanding Attributable Debt in respect of which does not exceed $125,000,000.



            SECTION 6.04. Fundamental Changes. The Borrower will not, and will
not permit any Subsidiary to, merge into or consolidate with any other Person,
or permit any other Person to merge into or consolidate with it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) assets (including capital stock of Subsidiaries) constituting all
or substantially all the assets of the Borrower and its Consolidated
Subsidiaries, taken as a whole, or, in the case of the Borrower, liquidate or
dissolve, except that, if at the time thereof and immediately after giving
effect thereto no Default shall have occurred and be continuing (i) any
Subsidiary may merge into the Borrower in a transaction in which the Borrower is
the surviving corporation, (ii) any Subsidiary may merge into any other
Subsidiary in a transaction in which the surviving entity is a Subsidiary;
except that no Domestic Subsidiary may merge into a Foreign Subsidiary, (iii)
any sale of a Subsidiary made in accordance with Section 6.06 may be effected by
a merger of such Subsidiary and (iv) any Subsidiary may sell, transfer, lease or
otherwise dispose of its assets to the Borrower or to another Subsidiary;
provided that any Investment that takes the form of a merger or consolidation
(other than any merger or consolidation involving the Borrower) that is
expressly permitted by Section 6.05 shall be permitted under this Section 6.04.

            SECTION 6.05. Investments, Loans, Advances and Guarantees. The
Borrower will not, and will not permit any of the Consolidated Subsidiaries to,
purchase or acquire (including pursuant to any merger with any Person that was
not a Wholly Owned Subsidiary prior to such merger) any capital stock, evidences
of Indebtedness or securities (including any option, warrant or other right to
acquire any of the foregoing) of, make any loans or advances to, make any
Guarantee of any obligations of, or make any investment in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit (each of the
foregoing, an "Investment" in such Person), except:

            (a) Permitted Investments;

            (b) Investments by the Borrower and the Subsidiaries in Subsidiaries
or the Borrower; provided that no Investment shall made by any Credit Party in a
Subsidiary that is not a Credit Party pursuant to this clause (b) except (i)
Investments (A) to fund working capital needs of such Subsidiary, (B) to replace
amounts available under credit facilities or other financings of such Subsidiary
existing on March 31, 2003, that shall have matured or shall have been
terminated or reduced, (C) to cover losses from operations of such Subsidiary
and (D) to provide funds for Capital Expenditures or acquisitions permitted to
be made by such Subsidiary; provided further, that Equity Interests in the
European JV or any subsidiary thereof may not be transferred to any Subsidiary
that is not the European JV or any subsidiary thereof;

            (c) any Investment by a Credit Party in a Consolidated Subsidiary
that is not a Credit Party in the form of a transfer of assets used in or
directly relating to any manufacturing process (but excluding any cash or
financial asset) from a jurisdiction having higher manufacturing costs to a
jurisdiction having lower manufacturing costs; provided that the aggregate book
value of all assets subject to all such transfers from and



after April 1, 2003, shall not exceed $250,000,000; and any Investment by
Goodyear Dunlop Tires NA in a Consolidated Subsidiary;

            (d) Guarantees expressly permitted under Section 6.01;

            (e) on or after June 30, 2003, the acquisition of any Equity
Interest; provided that the aggregate consideration paid by the Borrower and the
Subsidiaries in all such acquisitions (including Indebtedness assumed by the
Borrower or any Subsidiary) shall not exceed $100,000,000 plus the aggregate Net
Cash Proceeds from Prepayment Events or incurrences, issuances or sales of
Senior Subordinated-Lien Indebtedness after March 31, 2003, that (i) shall not
have been required to be applied to reduce commitments or prepay loans under any
of the New Facilities Credit Agreements, the US Term Facility Agreement or the
US Revolving Facility Agreement, and (ii) shall not have been used (and shall
not be required to be used) (A) to make Capital Expenditures that would
otherwise have been prohibited by Section 6.08, (B) to repurchase, repay or
prepay Designated Debt or (C) to make contributions to Plans of the Borrower and
the Subsidiaries;

            (f) Guarantees not permitted by any other clause of this Section
6.05 incurred in the ordinary course of business and consistent with past
practice in an aggregate amount for all such Guarantees at any time outstanding
not exceeding $50,000,000;

            (g) Investments received in connection with the bankruptcy or
reorganization of, or settlement of delinquent accounts and disputes with,
customers and suppliers, in each case in the ordinary course of business;

            (h) Investments for consideration consisting solely of common stock
of the Borrower;

            (i) Equity Interests and debt obligations obtained by the Borrower
or any Subsidiary as consideration for any asset sale permitted under Section
6.06;

            (j) Investments in Persons in which the Borrower or any Subsidiary
had an Equity Interest on the date hereof, including South Pacific Tyres, that
are (i) required to be made as a result of the exercise by other holders of
Equity Interests in such joint ventures of put options or (ii) required to avoid
dilution of the Borrower's or such Subsidiary's percentage ownership interest
therein and in an aggregate amount not greater than $150,000,000 during the term
of this Agreement;

            (k) Investments that are included in Capital Expenditures for the
respective periods during which such Investments are made and that are permitted
under Section 6.08;

            (l) Investments in Tire & Wheel Assemblies, Inc. in an aggregate
amount at any time outstanding not greater than $50,000,000;



            (m) loans and advances to officers and employees of the Borrower and
its Subsidiaries in the ordinary course of business;

            (n) Investments in prepaid expenses in the ordinary course of
business or in respect of required pension fund contributions;

            (o) negotiable instruments held for collection and lease, utility,
workers' compensation, performance and other similar deposits in the ordinary
course of business;

            (p) Investments in any Subsidiary that engages in no activities
other than those related to a Securitization Transaction in order to capitalize
such Subsidiary at a level customary for a securitization vehicle in such a
transaction;

            (q) Investments constituting loans or advances by the European JV or
any J.V. Subsidiary (as defined in the European Facilities Agreement) to the
Borrower or any of its Subsidiaries (other than the European JV, its
Subsidiaries and Luxembourg Finance) as part of cash management consistent with
past practices in an aggregate amount for all such Investments at any time
outstanding not exceeding $75,000,000;

            (r) Investments of the proceeds of any Securitization Transaction
under Section 6.01(r) in South Pacific Tyres; and

            (s) Investments not permitted by any other clause of this Section in
an aggregate amount at any time outstanding not greater than $25,000,000.

            SECTION 6.06. Asset Dispositions. The Borrower will not, and will
not permit any of the Consolidated Subsidiaries to, sell, transfer, lease or
otherwise dispose of (each a "Sale") any asset, including any Equity Interest,
owned by it, nor will the Borrower permit any of the Subsidiaries to issue any
additional Equity Interest in such Subsidiary, except:

            (a) Sales in the ordinary course of business of inventory and worn
out or surplus equipment and Permitted Investments, and Sales in the ordinary
course of business and consistent with past practices of assets other than
property, plant, Investments in Subsidiaries and Intellectual Property; provided
that licensing of Intellectual Property in the ordinary course of business and
consistent with past practices shall be permitted;

            (b) Sales to the Borrower or a Subsidiary; provided that any such
sale, transfer or disposition by a Credit Party to a Subsidiary that is not a
Credit Party shall be made in compliance with Section 6.05;

            (c) Sales of accounts receivable or interests therein in
Securitization Transactions permitted under Sections 6.01(g) and (r);

            (d) Sales of assets in Sale and Leaseback Transactions permitted
under Section 6.03;



            (e) Sales of any Equity Interests in any Person that is not a
Subsidiary and Sales, for tax planning or other business purposes, consistent
with the Borrower's past practices, of any Equity Interests in Foreign
Subsidiaries to any Foreign Subsidiary whose Equity Interests have been pledged
under any of the Security Documents;

            (f) Sales to Persons other than the Borrower or any Subsidiary of
assets listed on Schedule 6.06; provided that (i) at least 50% of the
consideration received in each such Sale of the assets listed on Part I of
Schedule 6.06 shall consist of cash and (ii) at least 75% of the consideration
received in each other such Sale listed on Part II of Schedule 6.06 shall
consist of cash;

            (g) Sales to the extent the aggregate value of the consideration
received in any such Sale or series of related Sales does not exceed
$10,000,000;

            (h) Investments expressly permitted by Section 6.05; and

            (i) Sales (other than Sales of accounts receivable or inventory)
that are not permitted by any other clause of this Section 6.06; provided that
(i) the aggregate consideration received in respect of all such Sales in
reliance upon this clause (i) shall not exceed (A) $500,000,000 in the aggregate
or (B) $100,000,000 in the aggregate with respect to (x)Sales of Equity
Interests in Foreign Subsidiaries pledged as of the Effective Date pursuant to
the Guarantee and Collateral Agreement to secure the Obligations and (y) Sales
of all or substantially all of the assets of Foreign Subsidiaries whose Equity
Interests have been pledged as of the Effective Date pursuant to the Guarantee
and Collateral Agreement to secure the Obligations, (ii) all Sales permitted
pursuant to this clause (i) shall be made for fair value, as reasonably
determined by the Borrower, and (iii) at least 75% of the consideration received
in each such Sale shall consist of cash.

            SECTION 6.07. Restricted Payments. (a) The Borrower will not, and
will not permit any of the Subsidiaries to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, except that (i) the
Borrower may declare and pay dividends payable solely in additional shares of
its common stock, (ii) so long as no Event of Default shall exist, the Borrower
may declare and pay cash dividends and other regularly scheduled distributions
on shares of its Permitted Preferred Stock, (iii) Subsidiaries may make
Restricted Payments ratably with respect to any class of their respective Equity
Interests, (iv) the Borrower may make Restricted Payments pursuant to and in
accordance with stock option or rights plans or other benefit plans for
management, employees, directors or consultants of the Borrower or any
Subsidiary and (v) the Borrower and its Subsidiaries may make Investments in
Subsidiaries expressly permitted by Section 6.05(b), Section 6.05(e) or Section
6.05(s) and Investments expressly permitted under Section 6.05(j).

            (b) The Borrower will not, nor will it permit any of the
Subsidiaries to, make or agree to make, directly or indirectly, any payment or
other distribution (whether in cash, securities or other property), except
payments or distributions made in common stock of the Borrower, to any Person
other than the Borrower or a Subsidiary in respect



of principal of or interest on any Indebtedness, or any payment or other
distribution (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, defeasance, acquisition, cancelation or termination of any
Indebtedness of the Borrower or any Subsidiary, except:

            (i) payments and prepayments under this Agreement (ratably in
accordance with the Applicable Percentages of the Lenders) and the New
Facilities Credit Agreements;

            (ii) regularly scheduled and other mandatory interest and principal
payments (including pursuant to sinking fund requirements) as and when due in
respect of any Indebtedness;

            (iii) refinancings of Indebtedness to the extent permitted by
Section 6.01(m), including the payment of customary fees, costs and expenses in
connection therewith, and including additional cash payments in an aggregate
amount for all such refinancings not to exceed, in the case of any refinancing,
5% of the principal amount being refinanced;

            (iv) the payment of secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the property or assets securing such
Indebtedness;

            (v) if no Event of Default shall exist or would exist after giving
effect thereto, repurchases, repayments or prepayments of Designated Debt; and

            (vi) if no Event of Default shall exist, other repurchases,
repayments or prepayments of Indebtedness in an aggregate amount not greater
than $25,000,000 in any calendar year.

            SECTION 6.08. Capital Expenditures. The Borrower and the
Subsidiaries will not make Capital Expenditures in any period set forth below in
an amount greater than (a) the sum of (i) the amount set forth below for such
period and each prior period plus (ii) that portion of the aggregate Net Cash
Proceeds from Prepayment Events or incurrences, issuances or sales of Senior
Subordinated-Lien Indebtedness after March 31, 2003, that shall not have been
required to be applied to prepay loans under any of the New Facilities Credit
Agreements, the US Term Facility Agreement or the US Revolving Facility
Agreement (and shall not have been used (A) to make Investments under Section
6.05(e) in excess of the $100,000,000 limitation set forth therein, (B) to
repurchase, repay or prepay Designated Debt or (C) to make contributions to
Plans of the Borrower and the Subsidiaries) minus (b) the aggregate amount of
Capital Expenditures made during any prior period set forth below or during the
calendar year ended December 31, 2003:





        Period                   Capital Expenditure Amount
        ------                   --------------------------
                              
1/1/04 through 12/31/04                $500,000,000

1/1/05 through 12/31/05                $500,000,000

1/1/06 through 12/31/06                $500,000,000

1/1/07 through 9/30/07                 $375,000,000


            SECTION 6.09. Interest Expense Coverage Ratio. The Borrower will not
permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense
for any period of four consecutive fiscal quarters to be less than 2.00 to 1.00.

            SECTION 6.10. Consolidated Net Worth. The Borrower will not permit
Consolidated Net Worth at the end of any fiscal quarter to be less than the
amount set forth below for such date.



   Fiscal Quarter Ending                 Minimum Amount
   ---------------------                 --------------
                                      
On or before March 31, 2006              2,000,000,000

thereafter                               1,750,000,000


            SECTION 6.11. Senior Secured Indebtedness Ratio. The Borrower will
not at any date permit the ratio of (a) Consolidated Senior Secured Indebtedness
at such date to (b) Consolidated EBITDA for the most recent period of four
consecutive fiscal quarters for which financial statements have been delivered
pursuant to Section 5.01(a) or (b), to be greater than 4.00 to 1.00.

                                   ARTICLE VII

                                Events of Default

            SECTION 7.01. Events of Default. If any of the following events
("Events of Default") shall occur:

            (a) the Borrower shall fail to pay any principal of any Loan or any
reimbursement obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or otherwise;

            (b) the Borrower shall fail to pay any interest on any Loan or any
fee or any other amount (other than an amount referred to in clause (a) of this
Article) payable under this Agreement or any other Credit Document, when and as
the same shall become due and payable, and such failure shall continue
unremedied for a period of (i) in the case of fees and interest payable under
Sections 2.10 and 2.11, respectively, five Business Days, and (ii) in the case
of any other fees, interest or other amounts (other than those referred to in
paragraph (a) above), five Business Days after the earlier of (A) the day on
which a Financial Officer first obtains knowledge of such failure and (B) the
day on which written notice of such failure shall have been given to the
Borrower by the Administrative Agent or any Lender or Issuing Bank;



            (c) any representation or warranty made or deemed made by or on
behalf of any Credit Party in any Credit Document or any amendment or
modification thereof or waiver thereunder shall prove to have been incorrect
when made or deemed made in any respect material to the rights or interests of
the Lenders under the Credit Documents;

            (d) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.02, 5.03 (with respect to the
Borrower's existence) or 5.08 or in Article VI;

            (e) any Credit Party shall fail to observe or perform any covenant,
condition or agreement contained in any Credit Document (other than those
specified in clauses (a), (b) and (d) of this Article), and such failure shall
continue unremedied for a period of 30 days after written notice thereof from
the Administrative Agent to the Borrower (which notice will be given at the
request of any Lender); provided, that the failure of any Credit Party to
perform any covenant, condition or agreement made in any Credit Document (other
than this Agreement) shall not constitute an Event of Default unless such
failure shall be (i) wilful or (ii) material to the rights or interests of the
Lenders under the Credit Documents;

            (f) the Borrower or any Consolidated Subsidiary shall fail to make
any payment of principal in respect of any Material Indebtedness at the
scheduled due date thereof and such failure shall continue beyond any applicable
grace period, or any event or condition occurs that results in any Material
Indebtedness (other than any Securitization Transaction existing on March 31,
2003) becoming due or being required to be prepaid, repurchased, redeemed,
defeased or terminated prior to its scheduled maturity (other than, in the case
of any European Securitization Transaction, any event or condition not caused by
an act or omission of the Borrower or any Subsidiary, if the Borrower shall
furnish to the Administrative Agent a certificate to the effect that after the
termination of such Securitization Transaction the Borrower and the Subsidiaries
that are a party thereto have sufficient liquidity to operate their businesses
in the ordinary course); provided that this clause (f) shall not apply to (i)
secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness in accordance with
the terms and conditions of this Agreement or (ii) Material Indebtedness of any
Foreign Subsidiary if the Borrower is unable, due to applicable law restricting
Investments in such Foreign Subsidiary, to make an Investment in such Foreign
Subsidiary to fund the payment of such Material Indebtedness;

            (g) any event or condition occurs that continues beyond any
applicable grace period and enables or permits the holder or holders of any
Material Indebtedness (other than (i) any Securitization Transaction existing on
March 31, 2003, and (ii) any Material Indebtedness of any Foreign Subsidiary in
an aggregate principal amount that is less than $50,000,000) or any trustee or
agent on its or their behalf to cause such Material Indebtedness to become due,
or to require the prepayment, repurchase, redemption, defeasance or termination
thereof, prior to its scheduled maturity; provided, that (i) no Event of Default
shall occur under this paragraph (g) as a result of any event or condition
relating to the ABL Facilities Agreement or any Securitization Transaction,
other than any default in the payment of principal or interest thereunder that
does not result from a



change in borrowing base eligibility criteria or reserves made by the
administrative agent thereunder as to which there is a good faith disagreement
and (ii) this clause (g) shall not apply to (A) secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or
assets securing such Indebtedness in accordance with the terms and conditions of
this Agreement or (B) Material Indebtedness of any Foreign Subsidiary if the
Borrower is unable, due to applicable law restricting Investments in such
Foreign Subsidiary, to make an Investment in such Foreign Subsidiary to fund the
payment of such Material Indebtedness;

            (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of the Borrower or any Material Subsidiary or its debts, or of a
substantial part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Material Subsidiary or for a
substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 90 days or an order or decree approving
or ordering any of the foregoing shall be entered;

            (i) the Borrower or any Material Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (h) of this Article, (iii) apply for
or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any Material Subsidiary or
for a substantial part of its assets, (iv) make a general assignment for the
benefit of creditors or (v) take any action for the purpose of effecting any of
the foregoing;

            (j) the Borrower or any Material Subsidiary shall admit in writing
its inability or fail generally to pay its debts as they become due;

            (k) an ERISA Event shall have occurred that, when taken together
with all other ERISA Events that have occurred, would be materially likely to
result in a Material Adverse Change;

            (l) Liens created under the Security Documents shall not be valid
and perfected Liens on a material portion of the Collateral;

            (m) any Guarantee of the Obligations under the Guarantee and
Collateral Agreement shall fail to be a valid, binding and enforceable Guarantee
of one or more Subsidiary Guarantors where such failure would constitute or be
materially likely to result in a Material Adverse Change; or

            (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of



such event, the Administrative Agent may, and at the request of the Majority
Lenders shall, by notice to the Borrower, take any or all of the following
actions, at the same or different times: (i) reduce the Total Commitment to
zero, and thereupon the Total Commitment and each LC Commitment shall
immediately be reduced to zero, (ii) declare the Loans then outstanding to be
due and payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and
payable), and thereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower, and (iii) demand cash collateral
with respect to any Letter of Credit pursuant to Section 2.04(j) (it being
agreed that such demand will be deemed to have been made with respect to all
Letters of Credit if any Loans are declared to be due and payable as provided in
the preceding clause (ii)); and in case of any event with respect to the
Borrower described in clause (h) or (i) of this Article, the Total Commitment
shall automatically be reduced to zero, and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall automatically become due
and payable, and the Borrower's obligation to provide cash collateral for
Letters of Credit shall become effective, in each case without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.

                                  ARTICLE VIII

                                   The Agents

            Each of the Lenders and Issuing Banks hereby irrevocably appoints
the Agents as its agents and authorizes the Agents to take such actions on its
behalf and to exercise such powers as are delegated to the Agents by the terms
hereof and of the other Credit Documents, together with such actions and powers
as are reasonably incidental thereto.

            The bank or banks serving as the Agents hereunder shall have the
same rights and powers in their capacity as Lenders or Issuing Banks as any
other Lender or Issuing Bank and may exercise the same as though they were not
Agents, and such bank or banks and their Affiliates may accept deposits from,
lend money to and generally engage in any kind of business with the Borrower or
any Subsidiary or other Affiliate thereof as if they were not Agents hereunder.

            The Agents shall not have any duties or obligations except those
expressly set forth herein. Without limiting the generality of the foregoing (a)
the Agents shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, (b) the Agents
shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Agents are required to exercise in writing by the
Majority Lenders, and (c) except as expressly set forth herein, the Agents shall
not



have any duty to disclose, and shall not be liable for the failure to disclose,
any information communicated to the Agents by or relating to the Borrower or any
Subsidiary. The Agents shall not be liable for any action taken or not taken by
them with the consent or at the request of the Majority Lenders or the Lenders,
as the case may be, or in the absence of their own gross negligence or wilful
misconduct. In addition, the Agents shall be deemed not to have knowledge of any
Default unless and until written notice thereof is given to the Agents by the
Borrower or a Lender or Issuing Bank, and the Agents shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement, (ii) the contents
of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Agents.

            The Agents shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by them to be genuine
and to have been signed or sent by the proper Person. The Agents also may rely
upon any statement made to them orally or by telephone and believed by them to
be made by the proper Person, and shall not incur any liability for relying
thereon. The Agents may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by them with
reasonable care, and shall not be liable for any action taken or not taken by
them in accordance with the advice of any such counsel, accountants or experts.

            The Agents may perform any and all their duties and exercise their
rights and powers by or through any one or more sub-agents appointed by the
Agents. The Agents and any such sub-agent may perform any and all their duties
and exercise their rights and powers through their respective Affiliates. The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Affiliates of the Agents and any such sub-agent.

            Subject to the appointment and acceptance of a successor Agent as
provided below, either Agent may resign at any time by notifying the Lenders and
the Borrower. Upon any such resignation, the Majority Lenders shall have the
right to appoint a successor with the Borrower's written consent (which shall
not be unreasonably withheld or delayed and shall not be required from the
Borrower if an Event of Default has occurred and is continuing). If no successor
shall have been so appointed by the Majority Lenders and shall have accepted
such appointment within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders, with the
Borrower's written consent (which shall not be unreasonably withheld or delayed
and shall not be required if an Event of Default has occurred and is
continuing), appoint a successor Agent which shall be a bank or an Affiliate
thereof, in each case with a net worth of at least $1,000,000,000 and an office
in New York, New York. Upon the acceptance of its appointment as Agent hereunder
by a successor, such



successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder. After an Agent's
resignation hereunder, the provisions of this Article and Section 9.03 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Agent.

            Each Lender and Issuing Bank acknowledges that it has, independently
and without reliance upon the Agents or any other Lender or Issuing Bank and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender and
Issuing Bank also acknowledges that it will, independently and without reliance
upon the Agents or any other Lender or Issuing Bank and based on such documents
and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this
Agreement, any related agreement or any document furnished hereunder or
thereunder.

            Notwithstanding any other provision contained herein, (a) each
Lender and each Issuing Bank acknowledges that the Administrative Agent is not
acting as an agent of the Borrower and that the Borrower will not be responsible
for acts or failures to act on the part of the Administrative Agent and (b) the
Syndication Agent shall not, in its capacity as such, have any responsibilities
under this Agreement or the other Credit Documents.

            Without prejudice to the provisions of this Article VIII, each
Lender and Issuing Bank hereby irrevocably appoints and authorizes the
Collateral Agent (and any successor acting as Collateral Agent) to act as the
person holding the power of attorney (in such capacity, the "fonde de pouvoir")
of the Lenders and Issuing Banks as contemplated under Article 2692 of the Civil
Code of Quebec, and to enter into, to take and to hold on their behalf, and for
their benefit, any hypothec, and to exercise such powers and duties which are
conferred upon the fonde de pouvoir under any hypothec. Moreover, without
prejudice to such appointment and authorization to act as the person holding the
power of attorney as aforesaid, each Lender and Issuing Bank hereby irrevocably
appoints and authorizes the Collateral Agent (and any successor acting as
Collateral Agent) (in such capacity, the "Custodian") to act as agent and
custodian for and on behalf of the Lenders and Issuing Banks to hold and to be
the sole registered holder of any debenture which may be issued under any
hypothec, the whole notwithstanding Section 32 of the Act Respecting the Special
Powers of Legal Persons (Quebec) or any other applicable law. In this respect,
(i) the Custodian shall keep a record indicating the names and addresses of, and
the pro rata portion of the obligations and indebtedness secured by any pledge
of any such debenture and owing to each Lender and Issuing Bank, and (ii) each
Lender and Issuing Bank will be entitled to the benefits of any charged property
covered by any hypothec and will participate in the proceeds of realization of
any such charged property, the whole in accordance with the terms hereof.

            Each of the fonde de pouvoir and the Custodian shall (a) have the
sole and exclusive right and authority to exercise, except as may be otherwise
specifically restricted by the terms hereof, all rights and remedies given to
fonde de pouvoir and the



Custodian (as applicable) with respect to the charged property under any
hypothec, any debenture or pledge thereof relating to any hypothec, applicable
laws or otherwise, (b) benefit from and be subject to all provisions hereof with
respect to the Collateral Agent mutatis mutandis, including, without limitation,
all such provisions with respect to the liability or responsibility to and
indemnification by the Lenders or the Issuing Banks, and (c) be entitled to
delegate from time to time any of its powers or duties under any hypothec, any
debenture or pledge thereof relating to any hypothec, applicable laws or
otherwise and on such terms and conditions as it may determine from time to
time. Any person who becomes a Lender and Issuing Bank shall be deemed to have
consented to and confirmed: (y) the fonde de pouvoir as the person holding the
power of attorney as aforesaid and to have ratified, as of the date it becomes a
Lender or Issuing Bank, all actions taken by the fonde de pouvoir in such
capacity, (z) the Custodian as the agent and custodian as aforesaid and to have
ratified, as of the date it becomes a Lender or Issuing Bank, all actions taken
by the Custodian in such capacity.

                                   ARTICLE IX

                                  Miscellaneous

            SECTION 9.01. Notices. (a) Except in the case of notices and other
communications expressly permitted to be given by telephone (and subject to
paragraph (b) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy or e-mail, as
follows:

            (i) if to the Borrower, to it at 1144 East Market Street, Akron,
Ohio, 44316-0001, Attention of the Treasurer (Telecopy No. (330) 796-6502 or
(330) 796-8836);

            (ii) if to the Administrative Agent, to JPMorgan Chase Bank, Loan &
Agency Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention
of Debbie Meche and Cliff Trapani (Telecopy No. (713) 750-2938), with a copy to
JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017, Attention of Robert
Kellas (Telecopy No. (212) 270-3089);

            (iii) if to a Lender, to it at its address (or telecopy number or
e-mail address) set forth in Schedule 2.01 or its Administrative Questionnaire;
and

            (iv) if to any Issuing Bank, to it at the address most recently
specified by it in a notice delivered to the Administrative Agent and the
Borrower.

            (b) Notices and other communications to the Lenders hereunder may be
delivered or furnished by electronic communications pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article II unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant



to procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications.

            (c) Any party hereto may change its address, telecopy number or
e-mail address for notices and other communications hereunder by notice to the
other parties hereto. All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement shall be deemed to
have been given on the date of receipt.

            SECTION 9.02. Waivers; Amendments. (a) No failure or delay by any of
the Agents, any Issuing Bank or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Agents, the Issuing Banks and the Lenders hereunder are cumulative and are
not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure by the
Borrower therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether any Agent, any Issuing Bank or any Lender may
have had notice or knowledge of such Default at the time.

            (b) No Credit Document or any provision thereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Credit Parties party thereto and the Administrative Agent or
Collateral Agent, as the case may be, with the consent of the Majority Lenders
(except, in the case of any Security Document, as provided in the next sentence
or in the last paragraph of Section 9.14); provided, that no such agreement
shall (i) increase the Commitment of any Lender or extend the Commitment
Termination Date with respect to any Lender without the written consent of such
Lender, (ii) reduce or forgive all or part of the principal amount of any Loan
or LC Disbursement or reduce the rate of interest thereon, or reduce any fee
payable hereunder, or reduce the Deposit Return, without the prior written
consent of each Lender affected thereby, (iii) postpone the scheduled date of
payment of the principal amount of any Loan or LC Disbursement or date for the
payment of any interest on any Loan or any fee, or reduce the amount of, waive
or excuse any such payment, without the prior written consent of each Lender
adversely affected thereby, (iv) release all or substantially all the Subsidiary
Guarantors from their Guarantees under the Guarantee and Collateral Agreement,
or release all or substantially all the Collateral from the Liens of the
Security Documents, without the written consent of each Lender, (v) change any
provision of the Guarantee and Collateral Agreement or any other Security
Document to alter the amount or allocation of any payment to be made to the
Secured Parties, without the written consent of each Secured Party, (vi) change
Section 2.16 in a manner that would alter the pro rata sharing of any payment
without the written consent of each Lender adversely affected thereby, or (vii)
change any of the provisions of this Section or the definition of "Majority
Lenders" or any other provision hereof specifying



the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; provided, further that no such
agreement shall amend, modify or otherwise affect the rights or duties of any
Agent or Issuing Bank under any Credit Document, or any provision of any Credit
Document providing for payments by or to the Administrative Agent or any Issuing
Bank (or, in the case of any Issuing Bank, any provision of Section 2.04
affecting such Issuing Bank or any provision relating to the purchase of
participations in Letters of Credit or requiring that the maintenance of
Deposits at least equal the Undrawn/Unreimbursed LC Exposure), in each case
without the prior written consent of such Agent or Issuing Bank, as the case may
be. Notwithstanding the foregoing, so long as the rights or interests of any
Lender shall not be adversely affected in any material respect, the Guarantee
and Collateral Agreement or any other Security Document may be amended without
the consent of the Majority Lenders (i) to cure any ambiguity, omission, defect
or inconsistency, (ii) to provide for the addition of any assets or classes of
assets to the Collateral or (iii) to coordinate the provisions of the Guarantee
and Collateral Agreement with those of the Master Guarantee and Collateral
Agreement, including by combining the Guarantee and Collateral Agreement and the
Master Guarantee and Collateral Agreement into a single agreement (which shall
for all purposes hereof constitute a Security Document) establishing for the
Liens securing the Obligations the same priorities as shall have been in effect
for the Liens securing the "Obligations" under and as defined in the US
Revolving Facility Agreement relative to other Liens governed by the Master
Guarantee and Collateral Agreement.

            SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents, the
Arrangers and their Affiliates (including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore LLP, counsel for the Agents and the
Arrangers, and other local and foreign counsel for the Agents and Arrangers,
limited to one per jurisdiction, in connection with the Security Documents and
the creation and perfection of the Liens created thereby and other local and
foreign law matters) in connection with the arrangement and syndication of the
credit facilities provided for herein, the preparation, execution, delivery and
administration of this Agreement and the other Credit Documents or any
amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by any Issuing
Bank in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or demand for payment thereunder and (iii) all reasonable
out-of-pocket expenses incurred by the Agents, any Issuing Bank or any Lender,
including the fees, charges and disbursements of any counsel for the Agents, any
Issuing Bank or any Lender, in connection with the enforcement or protection of
its rights in connection with this Agreement, including its rights under this
Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or similar negotiations in respect of such Loans or
Letters of Credit. The Borrower also shall pay all out-of-pocket expenses
incurred by the Collateral Agent in connection with the creation and perfection
of the security interests contemplated by this Agreement, including all filing,
recording and similar fees and, as



more specifically set forth above, the reasonable fees and disbursements of
counsel (including foreign counsel in connection with Foreign Pledge
Agreements).

            (b) The Borrower shall indemnify each Agent, each Arranger, each
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses (including the reasonable fees, charges and disbursements of
any counsel for any Indemnitee), incurred by or asserted against any Indemnitee
and arising out of (i) the execution or delivery of this Agreement or any other
Credit Document or other agreement or instrument contemplated hereby, the
performance by the parties hereto of their respective obligations or the
exercise by the parties hereto of their rights hereunder or thereunder or the
consummation of the Transactions or any other transactions contemplated hereby
or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds thereof
(including any refusal by any Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property
currently or formerly owned or operated by the Borrower or any of the
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of the Subsidiaries, or (iv) any claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
shall have resulted from the gross negligence or wilful misconduct of such
Indemnitee or the breach by such Indemnitee of obligations set forth herein or
in any other Credit Document.

            (c) To the extent that the Borrower fails to pay any amount required
to be paid by it to any Agent, any Arranger or any Issuing Bank under paragraph
(a) or (b) of this Section, each Lender severally agrees to pay to such Agent,
Arranger or Issuing Bank, as the case may be, such Lender's Applicable
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against such Agent,
Arranger or Issuing Bank in its capacity as such.

            SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
the Indemnitees and their respective successors and assigns permitted hereby
(including any Affiliate of any Issuing Bank that issues any Letter of Credit),
except that (i) the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this Section. Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, Indemnitees, their respective



successors and assigns permitted hereby (including any Affiliate of any Issuing
Bank that issues any Letter of Credit), Participants (to the extent provided in
paragraph (c) of this Section) and, to the extent expressly contemplated hereby,
the Related Parties of each of the Agents, the Arrangers, the Issuing Banks and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

            (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment, the Loans and its Deposit at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld or delayed) of:

            (A) the Borrower; provided that no consent of the Borrower shall be
required for an assignment to a Lender, an Affiliate of a Lender, an Approved
Fund, a Federal Reserve Bank or, if an Event of Default has occurred and is
continuing, any other assignee; and

            (B) the Administrative Agent; provided that no consent of the
Administrative Agent shall be required for an assignment to an assignee that is
a Lender, an Affiliate of a Lender, a Federal Reserve Bank or an Approved Fund.

            (ii) Assignments shall be subject to the following additional
conditions:

            (A) except in the case of an assignment to a Lender or an Affiliate
of a Lender, the amount of the Commitment of the assigning Lender subject to
each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $1,000,000 or, if smaller, the entire remaining amount of the
assigning Lender's Commitment unless each of the Borrower and the Administrative
Agent shall otherwise consent, provided (i) that no such consent of the Borrower
shall be required if an Event of Default has occurred and is continuing and (ii)
in the event of concurrent assignments to two or more assignees that are
Affiliates of one another, or to two or more Approved Funds managed by the same
investment advisor or by affiliated investment advisors, all such concurrent
assignments shall be aggregated in determining compliance with this subsection;

            (B) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and obligations under
this Agreement;

            (C) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee of $3,500; provided that in the event of concurrent
assignments to two or more assignees that are Affiliates of one another, or to
two or more Approved Funds managed by the same investment advisor or by
affiliated investment advisors, only one such fee shall be payable;



            (D) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; and

            (E) in connection with each assignment, the Deposit of the assignor
Lender shall not be released, but shall instead be purchased by the relevant
assignee and continue to be held for application (to the extent not already
applied) in accordance with Article II to satisfy such assignee's obligations in
respect of Loans and the LC Exposure. Each Lender agrees that immediately prior
to each assignment (i) the Administrative Agent shall establish a new
Sub-Account in the name of the assignee, (ii) a corresponding portion of the
Deposit credited to the Sub-Account of the assignor Lender shall be purchased by
the assignee and shall be transferred from the assignor's Sub-Account to the
assignee's Sub-Account and (iii) if after giving effect to such assignment the
Commitment of the assignor Lender shall be zero, the Administrative Agent shall
close the Sub-Account of such assignor Lender.

            (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this Section 9.04 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section. Each assignment hereunder shall be deemed to be
an assignment of the related rights under the Guarantee and Collateral Agreement
and the Master Guarantee and Collateral Agreement.

            (iv) The Administrative Agent shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Administrative Agent,
the Issuing Banks and the Lenders may treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower and any Issuing Bank or
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

            (v) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any



written consent to such assignment required by paragraph (b) of this Section,
the Administrative Agent shall accept such Assignment and Assumption and record
the information contained therein in the Register. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.

            (vi) By executing and delivering an Assignment and Assumption, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim; (ii)
except as set forth in clause (i) above, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or any other Credit Document or any other instrument or document
furnished pursuant hereto or thereto, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of any of the foregoing, or
the financial condition of the Credit Parties or the performance or observance
by the Credit Parties of any of their obligations under this Agreement or under
any other Credit Document or any other instrument or document furnished pursuant
hereto or thereto; (iii) each of the assignee and the assignor represents and
warrants that it is legally authorized to enter into such Assignment and
Assumption; (iv) such assignee confirms that it has received a copy of this
Agreement, together with copies of any amendments or consents entered into prior
to the date of such Assignment and Assumption and copies of the most recent
financial statements delivered pursuant to Section 5.01 and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Assumption; (v) such assignee will
independently and without reliance upon the Agents, such assigning Lender or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement; (vi) such assignee appoints and
authorizes the Agents to take such action as agents on its behalf and to
exercise such powers under this Agreement and the other Credit Documents as are
delegated to them by the terms hereof and thereof, together with such powers as
are reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all the obligations that by the terms of
this Agreement are required to be performed by it as a Lender.

            (c) (i) Any Lender may, without the consent of the Borrower or the
Administrative Agent or any Issuing Bank, sell participations to one or more
banks or other entities (each a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment, the Loans and its Deposit owing to it); provided that
(A) such Lender's obligations under this Agreement shall remain unchanged, (B)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative Agent,
the Issuing Banks and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right



to enforce this Agreement and to approve any amendment, modification or waiver
of any provision of this Agreement; provided that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver that affects such Participant and
that, under Section 9.02, would require the consent of each affected Lender.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to
Section 2.16(d) as though it were a Lender.

            (ii) A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.15 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent, which consent shall specifically refer to this
exception. A Participant that would be a Foreign Lender if it were a Lender
shall not be entitled to the benefits of Section 2.15 unless the Borrower is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.15(f) as
though it were a Lender.

            (d) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

            SECTION 9.05. Survival. All covenants, agreements, representations
and warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any Loans
and issuance of any Letters of Credit, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that any Agent, any
Issuing Bank or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Total Commitment has not been reduced to zero.
The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the reduction
of the Total Commitment to zero, the expiration or termination of the Letters of
Credit or the termination of this Agreement or any provision hereof.



            SECTION 9.06. Counterparts; Integration; Effectiveness; Issuing
Banks. This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This
Agreement, the Issuing Bank Agreements and any separate letter agreements with
respect to fees payable to the Administrative Agent or the Arrangers constitute
the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. This Agreement shall become effective as
provided in Section 4.01. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement. Each financial institution that shall be
party to an Issuing Bank Agreement executed by the Borrower and the
Administrative Agent shall be a party to and an Issuing Bank under this
Agreement, and shall have all the rights and duties of an Issuing Bank hereunder
and under its Issuing Bank Agreement. Each Lender hereby authorizes the
Administrative Agent to enter into Issuing Bank Agreements.

            SECTION 9.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. No failure to obtain any approval required for the effectiveness
of any provision of this Agreement shall affect the validity or enforceability
of any other provision of this Agreement.

            SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing and the Loans shall have become due and payable
pursuant to Article VII, each Lender, each Issuing Bank and each Affiliate of
any of the foregoing is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other obligations at any time owing by such Lender, Issuing Bank or Affiliate to
or for the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement held
by such Lender or such Issuing Bank, irrespective of whether or not such Lender
or such Issuing Bank shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each of the Lenders
and the Issuing Banks under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Person may have.

            SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

            (b) Each party hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the



Southern District of New York, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that any party hereto may otherwise have to bring any action or proceeding
relating to this Agreement in the courts of any jurisdiction.

            (c) Each party hereto hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred to
in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

            (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

            SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

            SECTION 9.11. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

            SECTION 9.12. Confidentiality. Each of the Agents, the Issuing Banks
and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors



who have been informed of the confidential nature of such Information and
instructed to keep such Information confidential, (b) to the extent requested by
any regulatory authority (including the NAIC), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) to the extent necessary or advisable
in connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the written consent of the Borrower or (h) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to any Agent, any Issuing Bank
or any Lender on a nonconfidential basis from a source other than the Borrower.
For the purposes of this Section, "Information" means all information received
from the Borrower or Persons acting on its behalf relating to the Borrower or
its business, other than any such information that is available to any Agent,
any Issuing Bank or any Lender prior to disclosure by the Borrower on a
nonconfidential basis from a source other than the Borrower that is not known by
the recipient to be bound by a confidentiality agreement or other obligation of
confidentiality with respect to such information.

            SECTION 9.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively, the "Charges"), shall exceed
the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Alternate Base Rate to the date of
repayment, shall have been received by such Lender.

            SECTION 9.14. Security Documents. Each Lender hereby authorizes and
directs the Collateral Agent to execute and deliver the Guarantee and Collateral
Agreement and each other Security Document. Each Lender, by executing and
delivering this Agreement, acknowledges receipt of a copy of the Guarantee and
Collateral Agreement and the Master Guarantee and Collateral Agreement and
approves and agrees to be bound by and to act in accordance with the terms and
conditions of the Guarantee and Collateral Agreement and each other Security
Document, specifically including (i) the provisions of Article VI of the
Guarantee and Collateral Agreement (governing the exercise of remedies under the
Security Documents and the distribution of the proceeds realized from such
exercise), (ii) the provisions of Article VIII of the Master Guarantee



and Collateral Agreement (relating to the duties and responsibilities of the
Collateral Agent thereunder and providing for the indemnification and the
reimbursement of expenses of the Collateral Agent thereunder by the Lenders),
(iii) the provisions of Article IX of the Guarantee and Collateral Agreement
(providing for the subordination of certain Junior Liens (as defined therein) in
favor of the Secured Parties (including certain Liens created under the Security
Documents) to the Applicable Senior Liens (as defined therein)) and (iv) the
provisions of Section 11.13 of the Guarantee and Collateral Agreement (providing
for releases of Guarantees of and Collateral securing the Obligations). Each
party hereto further agrees that the foregoing provisions of the Guarantee and
Collateral Agreement shall apply to each other Security Document.

            In addition, each Lender and Issuing Bank hereby consents to, and
directs the Administrative Agent and the Collateral Agent on its behalf to enter
into, any amendment of the Credit Documents or the Master Guarantee and
Collateral Agreement that provides for the Collateral to secure, with a priority
not greater than that of the Liens securing the Obligations, interest or
exchange rate Swap Agreements entered into with any Lender or with any lender
under the ABL Facilities Agreement or the European Facilities Agreement and any
refinancings thereof and for Guarantees by the Guarantors of such Swap
Agreements, provided that the applicable approvals for such amendments have been
obtained from the lenders under, as applicable, the ABL Facilities Agreement,
the European Facilities Agreement and the documentation governing any such
refinancing.

            SECTION 9.15. Additional Financial Covenants. Notwithstanding
anything else contained herein to the contrary, in the event that any
maintenance financial covenant other than the financial covenants set forth in
Sections 6.09, 6.10 and 6.11 is included in any Senior Subordinated-Lien
Document (as defined in Schedule 1.01C), such covenant will be deemed to be
added to Article VI of this Agreement automatically, without the need for any
further action whatsoever.

            SECTION 9.16. USA Patriot Act Notice. Each Lender and Issuing Bank
and the Administrative Agent (for itself and not on behalf of any Lender or
Issuing Bank) hereby notifies the Borrower that pursuant to the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Act.



            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                   THE GOODYEAR TIRE & RUBBER COMPANY

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

                                   JPMORGAN CHASE BANK, individually and as
                                   Administrative Agent and Collateral Agent,

                                         by
                                                  /s/  Gary L. Spevack
                                            ------------------------------------
                                            Name: Gary L. Spevack
                                            Title: Vice President



                                   Name of Lender:

                                         COMMERZBANK
                                         AKTIENGESELLSCHAFT
                                         NEW YORK AND GRAND CAYMAN BRANCHES
                                         By
                                                   /s/ Graham A. Warning
                                            ------------------------------------
                                            Name: Graham A. Warning
                                            Title: Assistant Vice President

                                         By
                                                   /s/ John Marlatt
                                            ------------------------------------
                                            Name: John Marlatt
                                            Title: Senior Vice President



                                   Name of Lender:

                                         K2H SOLEIL LLC
                                         By
                                                  /s/  Dorian Herrera
                                            ------------------------------------
                                            Name: Dorian Herrera
                                            Title: Authorized Agent



                                   Name of Lender:

                                         K2H SOLEIL 2 LLC
                                         By
                                                  /s/  Dorian Herrera
                                            ------------------------------------
                                            Name: Dorian Herrera
                                            Title: Authorized Agent



                                   Name of Lender:

                                         UBS AG STAMFORD BRANCH
                                         By
                                                  /s/  Pamela Oh
                                            ------------------------------------
                                            Name: Pamela Oh
                                            Title: Associate Director
                                            Banking Products Services, US

                                         By
                                                  /s/  Anthony Joseph
                                            ------------------------------------
                                            Name:  Anthony Joseph
                                            Title:  Associate Director
                                            Banking Products Services, US

EX-4.3

                                                                    EXHIBIT 4.3

                       The Goodyear Tire & Rubber Company

                     4.00% Convertible Senior Notes due 2034

                               Purchase Agreement

                                                                   June 28, 2004

Goldman, Sachs & Co.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004

Ladies and Gentlemen:

      The Goodyear Tire & Rubber Company, an Ohio corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Purchasers named in Schedule I hereto (the "Purchasers") an aggregate of
$300,000,000 principal amount of the Convertible Senior Notes, convertible into
fully paid, non-assessable shares of common stock, no par value, of the Company
("Stock"), specified above (the "Firm Securities") and, at the election of the
Purchasers, up to an aggregate of $50,000,000 additional aggregate principal
amount of the Convertible Senior Notes specified above (the "Optional
Securities") (the Firm Securities and the Optional Securities which the
Purchasers elect to purchase pursuant to Section 2 hereof are herein
collectively called the "Securities"). The Securities will be issued pursuant to
an indenture (the "Indenture") to be dated as of the date of the First Time of
Delivery (as defined in Section 4 hereof), between the Company and Wells Fargo
Bank, N.A., as trustee (the "Trustee"). Capitalized terms used but not defined
herein shall have the meanings given to such terms in the Offering Circular (as
defined below).

      1. The Company represents and warrants to, and agrees with, each of the
Purchasers that:

            (a) A preliminary offering circular, dated June 28, 2004 (the
      "Preliminary Offering Circular") and an offering circular, dated June 28,
      2004 (the "Offering Circular", in each case including the Company's Annual
      Report on Form 10-K for the fiscal year ended December 31, 2003 and
      Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, which
      are attached to and made a part of the Preliminary Offering Circular and
      the Offering Circular), have been prepared in connection with the offering
      of the Securities and shares of the Stock issuable upon conversion
      thereof. Any reference to the Preliminary Offering Circular or the
      Offering Circular shall be deemed to refer to and include the Company's
      most recent Annual Report on Form 10-K and all subsequent documents filed
      with the United States Securities and Exchange Commission (the
      "Commission") pursuant to Section 13(a), 13(c) or 15(d) of the United
      States Securities Exchange Act of 1934, as amended (the "Exchange Act")
      (excluding information furnished under Item 9 or Item 12 of any current
      report on Form 8-K) on or



      prior to the date of the Preliminary Offering Circular or the Offering
      Circular, as the case may be, and any reference to the Preliminary
      Offering Circular or the Offering Circular, as the case may be, as amended
      or supplemented, as of any specified date, shall be deemed to include any
      documents filed with the Commission pursuant to Section 13(a), 13(c) or
      15(d) of the Exchange Act after the date of the Preliminary Offering
      Circular or the Offering Circular, as the case may be; and all documents
      filed under the Exchange Act and so deemed to be included in the
      Preliminary Offering Circular or the Offering Circular, as the case may
      be, or any amendment or supplement thereto are hereinafter called the
      "Exchange Act Reports". The Exchange Act Reports, when they were or are
      filed with the Commission, conformed or will conform, as the case may be,
      in all material respects to the applicable requirements of the Exchange
      Act and the applicable rules and regulations of the Commission thereunder.
      The Preliminary Offering Circular or the Offering Circular and any
      amendments or supplements thereto insofar as such amendments or
      supplements are incorporated into the Offering Circular and the Exchange
      Act Reports did not and will not, as of their respective dates, contain 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,
      however, that this representation and warranty shall not apply to, and the
      Company makes no representation or warranty with respect to, any
      statements or omissions made in reliance upon and in conformity with
      information furnished in writing to the Company by a Purchaser through
      Goldman, Sachs & Co. expressly for use therein;

            (b) Neither the Company nor any of its subsidiaries has sustained
      since the date of the latest audited financial statements included in the
      Offering Circular any loss or interference with its business that is
      material to the Company and its subsidiaries taken as a whole from fire,
      explosion, flood or other calamity, whether or not covered by insurance,
      or from any labor dispute or court or governmental action, order or
      decree, except as set forth or contemplated in the Offering Circular; and,
      since the respective dates as of which information is given in the
      Offering Circular, there has not been any change in the capital stock
      (other than issuances pursuant to equity incentive plans) or increase in
      long-term debt of the Company or any of its subsidiaries, or any material
      adverse change, or any development involving a prospective material
      adverse change, in or affecting the business, properties, financial
      position or results of operations of the Company and its subsidiaries
      taken as a whole, except as set forth or contemplated in the Offering
      Circular. As used in this Agreement, a "subsidiary" of any person means
      any corporation, association, partnership or other business entity of
      which more than 50% of the total voting power of shares of capital stock
      or other interests (including partnership interests) entitled (without
      regard to the occurrence of any contingency) to vote in the election of
      directors, managers or trustees thereof is at the time owned or
      controlled, directly or indirectly, by: (i) such person, (ii) such person
      and one or more subsidiaries of such person or (iii) one or more
      subsidiaries of such person.

            (c) The Company and its subsidiaries have good and marketable title
      in fee simple to all real property and good and marketable title to all
      personal property owned by them, in each case free and clear of all liens,
      encumbrances and defects except (i) such as are described in the Offering
      Circular or (ii) such as do not materially affect the value of such
      property and do not interfere with the use made and proposed to be made of
      such property by the Company and its subsidiaries or (iii) such as could
      not reasonably be expected, individually or in the aggregate, to have a
      material adverse effect on the business, properties, financial position or
      results of operations of the

                                       2


      Company and its subsidiaries taken as a whole or on the performance by the
      Company of its obligations under the Securities (a "Material Adverse
      Effect"); and any real property and buildings held under lease by the
      Company and its subsidiaries are held by them under valid, subsisting and
      enforceable leases with such exceptions as are not material and do not
      interfere with the use made and proposed to be made of such property and
      buildings by the Company and its subsidiaries taken as a whole in any
      material respect;

            (d) The Company and its subsidiaries own, license or otherwise
      possess adequate rights to use all material patents, patent applications,
      trademarks, service marks, trade names, trademark registrations, service
      mark registrations, copyrights, licenses and know-how (including trade
      secrets and other unpatented and/or unpatentable proprietary or
      confidential information, systems or procedures) necessary for the conduct
      of their respective businesses, except where the failure to own, license
      or otherwise possess such rights would not reasonably be expected to have
      a Material Adverse Effect; and the conduct of their respective businesses
      will not conflict in any respect with any such rights of others, and the
      Company and, to the best of the Company's knowledge, its subsidiaries,
      have not received written notice of any claim of infringement of or
      conflict with any such rights of others, except such conflicts or
      infringements that, if adversely determined against the Company or any of
      its subsidiaries, would not reasonably be expected to have a Material
      Adverse Effect.

            (e) The financial statements and the related notes thereto included
      in the Offering Circular present fairly in all material respects the
      consolidated financial position of the Company and its consolidated
      subsidiaries as of the dates indicated and the results of their operations
      and the changes in their cash flows for the periods specified, in each
      case, on a consolidated basis; such financial statements have been
      prepared in conformity with United States generally accepted accounting
      principles applied on a consistent basis throughout the periods covered
      thereby; and the other financial information included or incorporated by
      reference in the Offering Circular has been derived from the accounting
      records of the Company and its subsidiaries and presents fairly in all
      material respects the information shown thereby.

            (f) Since the date of the latest audited financial statements of the
      Company included in the Offering Circular, neither the Company nor any of
      its subsidiaries has entered into any transaction or agreement that is
      material to the Company and its subsidiaries taken as a whole or incurred
      any liability or obligation, direct or contingent, that is material to the
      Company and its subsidiaries taken as a whole, other than as set forth in
      the Offering Circular.

            (g) The Company has been duly incorporated and is validly existing
      as a corporation in good standing under the laws of the State of Ohio,
      with all requisite power and authority (corporate and other) necessary to
      own its properties and conduct its business as described in the Offering
      Circular, and has been duly qualified as a foreign corporation for the
      transaction of business and is in good standing under the laws of each
      other jurisdiction in which it owns or leases properties or conducts any
      business so as to require such qualification, or is subject to no
      liability or disability that is material to the Company and its
      subsidiaries taken as a whole by reason of the failure to be so qualified
      or in good standing in any such jurisdiction;

            (h) The Company has an authorized capitalization as set forth in the
      Offering Circular, and all of the issued shares of capital stock of the
      Company have been duly

                                       3


      and validly authorized and issued and are fully paid and non-assessable;
      the shares of Stock initially issuable upon conversion of the Securities
      have been duly and validly authorized and reserved for issuance and, when
      issued and delivered in accordance with the provisions of the Securities
      and the Indenture referred to below, will be duly and validly issued,
      fully paid and non-assessable and will conform in all material respects to
      the description of the Stock contained in the Offering Circular; and all
      of the issued shares of capital stock or other equity interests of each
      significant subsidiary (for purposes of this Section, as defined in Rule
      1.02 of Regulation S-X under the Exchange Act) of the Company have been
      duly and validly authorized and issued, are fully paid and non-assessable
      and (except for directors' qualifying shares and except as otherwise set
      forth in the Offering Circular) are owned directly or indirectly by the
      Company, free and clear of any lien, charge, encumbrance, security
      interest, restriction on voting or transfer or any other claim of any
      third party other than those which are "Permitted Liens" as defined in the
      Indenture, dated as of March 12, 2004, between the Company and Wells Fargo
      Bank, N.A., as trustee, with respect to the Company's 11% Senior Secured
      Notes due 2011 and Senior Secured Floating Rate Notes due 2011. Except as
      described in the Offering Circular, there are no outstanding
      subscriptions, rights, warrants, calls or options to acquire, or
      instruments convertible into or exchangeable for, or agreements or
      understandings with respect to the sale or issuance of, any shares of
      capital stock of or other equity or other ownership interest in the
      Company or any of its significant subsidiaries;

            (i) The Company has full right, power and authority to execute and
      deliver this Agreement, the Securities, the Indenture and the Registration
      Rights Agreement dated the date of the First Time of Delivery, between the
      Company and the Purchasers therein (the "Registration Rights Agreement"
      and together with this Agreement, the Securities and the Indenture, the
      "Transaction Documents") and to perform their respective obligations
      hereunder and thereunder; and all action required to be taken for the due
      and proper authorization, execution and delivery of each of the
      Transaction Documents and the consummation of the transactions
      contemplated thereby has been duly and validly taken.

            (j) The Securities have been duly authorized and, when issued and
      delivered and paid for pursuant to this Agreement, will have been duly
      executed, authenticated, issued and delivered and will constitute valid
      and legally binding obligations of the Company enforceable in accordance
      with their terms, subject, as to enforcement, to bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and other laws of general
      applicability relating to or affecting creditors' rights and to general
      equity principles regardless of whether considered in a proceeding in
      equity or at law (collectively, the "Enforceability Exceptions"), and
      entitled to the benefits provided by the Indenture under which they are to
      be issued to you; the Indenture has been duly authorized and, when
      executed and delivered by the Company and the Trustee, the Indenture will
      constitute a valid and legally binding instrument, enforceable in
      accordance with its terms, subject to the Enforceability Exceptions; and
      the Securities and the Indenture will conform to the descriptions thereof
      in the Offering Circular and will be in substantially the form previously
      delivered to you;

            (k) This Agreement has been duly authorized, executed and delivered
      by the Company; and the Registration Rights Agreement has been duly
      authorized by the Company and, when duly executed and delivered in
      accordance with its terms by each of the parties thereto, will constitute
      a valid and legally binding agreement of the

                                       4


      Company enforceable against the Company in accordance with its terms,
      subject to the Enforceability Exceptions, and except that rights to
      indemnity and contribution thereunder may be limited by applicable law and
      public policy. There are no other persons with registration rights or
      similar rights to have any securities of the Company ((i) other than the
      Securities and (ii) the Company's 11% Senior Secured Notes due 2011 and
      Senior Secured Floating Rate Notes due 2011 (collectively, the "Senior
      Secured Notes")) registered under a registration statement filed pursuant
      to Rule 415 under the Act.

            (l) None of the transactions contemplated by this Agreement
      (including, without limitation, the use of the proceeds from the sale of
      the Securities as described in the Offering Circular) will violate or
      result in a violation of Section 7 of the Exchange Act, or any regulation
      promulgated thereunder, including, without limitation, Regulations T, U,
      and X of the Board of Governors of the Federal Reserve System;

            (m) Prior to the date hereof, neither the Company nor any of its
      affiliates (as defined in Rule 144 under the Act) has taken any action
      which is designed to or which has constituted or which might have been
      expected to cause or result in stabilization or manipulation of the price
      of any security of the Company in connection with the offering of the
      Securities;

            (n) The execution, delivery and performance by the Company of each
      of the Transaction Documents, the issuance and sale of the Securities and
      the compliance by the Company with all of the provisions of the
      Transaction Documents, and the consummation of the transactions herein and
      therein contemplated will not (i) conflict with or result in a breach or
      violation of any of the terms or provisions of, or constitute a default
      under, any indenture, mortgage, deed of trust, loan agreement or other
      agreement or instrument to which the Company or any of its subsidiaries is
      a party or by which the Company or any of its subsidiaries is bound or to
      which any of the property or assets of the Company or any of its
      subsidiaries is subject, (ii) result in any violation of the provisions of
      the Certificate of Incorporation or By-laws of the Company or (iii) result
      in any violation of any law or statute or any judgment, order, rule or
      regulation of any court or governmental agency or body having jurisdiction
      over the Company or any of its subsidiaries or any of their properties or
      assets, except, in the case of clauses (i) and (iii) above, for any such
      conflict, breach or violation that would not, individually or in the
      aggregate, have a Material Adverse Effect; and no consent, approval,
      authorization, order, registration or qualification of or with any such
      court or governmental agency or body is required for the issue and sale of
      the Securities or the consummation by the Company of the transactions
      contemplated by the Transaction Documents, except for (i) such consents,
      approvals, authorizations, registrations or qualifications as may be
      required under state securities or Blue Sky laws in connection with the
      purchase and resale of the Securities by the Purchasers and (ii) the
      filing of a registration statement pursuant to Rule 415 under the Act by
      the Company with the Commission pursuant to the Registration Rights
      Agreement;

            (o) Neither the Company nor any of its subsidiaries is (i) in
      violation of its Certificate of Incorporation or By-laws or (ii) in
      default in the performance or observance of any obligation, covenant or
      condition contained in any indenture, mortgage, deed of trust, loan
      agreement, lease or other agreement or instrument to which it is a party
      or by which it or any of its properties may be bound, except, in the case
      of clause (ii), for any default that would not, individually or in the
      aggregate, have a Material Adverse Effect;

                                       5


            (p) The statements set forth in the Offering Circular under the
      caption "Description of the Notes" and "Description of Capital Stock",
      insofar as they purport to constitute a summary of the terms of the
      Securities and the Stock, and under the caption "Certain United States
      Federal Income Tax Considerations", insofar as they purport to describe
      the provisions of the laws and documents referred to therein, are
      accurate, complete and fair in all material respects;

            (q) Other than as set forth in the Offering Circular, there are no
      legal or governmental proceedings pending to which the Company or any of
      its subsidiaries is a party or to which any property of the Company or any
      of its subsidiaries is the subject, which would be required to be
      disclosed in the Company's Annual Report on Form 10-K if such report were
      filed on the date hereof; and, to the best of the Company's knowledge, no
      such proceedings are threatened or contemplated by governmental
      authorities or threatened by others;

            (r) When the Securities are issued and delivered pursuant to this
      Agreement, the Securities will not be of the same class (within the
      meaning of Rule 144A under the Securities Act of 1933, as amended (the
      "Act")) as securities which are listed on a national securities exchange
      registered under Section 6 of the Exchange Act or quoted in a U.S.
      automated inter-dealer quotation system;

            (s) The Company is subject to Section 13 or 15(d) of the Exchange
      Act;

            (t) The Company is not, and after giving effect to the offering and
      sale of the Securities, will not be an "investment company", as such term
      is defined in the United States Investment Company Act of 1940, as amended
      (the "Investment Company Act");

            (u) Neither the Company, nor any person acting on its or their
      behalf has offered or sold the Securities by means of any general
      solicitation or general advertising within the meaning of Rule 502(c)
      under the Act;

            (v) Within the preceding six months, neither the Company nor any
      other person acting on behalf of the Company has offered or sold to any
      person any Securities, or any securities of the same or a similar class as
      the Securities, other than Securities offered or sold to the Purchasers
      hereunder or the issuance of the Company's Senior Secured Notes. The
      Company will take reasonable precautions designed to insure that any offer
      or sale, direct or indirect, in the United States or to any U.S. person
      (as defined in Rule 902 under the Act) of any Securities or any
      substantially similar security issued by the Company, within six months
      subsequent to the date on which the distribution of the Securities has
      been completed (as notified to the Company by the Purchasers), is made
      under restrictions and other circumstances reasonably designed not to
      affect the status of the offer and sale of the Securities in the United
      States and to U.S. persons contemplated by this Agreement as transactions
      exempt from the registration provisions of the Act; and

            (w) PricewaterhouseCoopers LLP, who have certified certain
      consolidated financial statements of the Company and its consolidated
      subsidiaries, are independent public accountants as required by the Act
      and the rules and regulations of the Commission thereunder.

                                       6


            (x) The Company and its subsidiaries have paid all federal, state,
      local and foreign taxes (except for such taxes that are not yet delinquent
      or that are being contested in good faith and by proper proceedings) and
      filed all tax returns required to be paid or filed through the date
      hereof, except in each case where the failure to pay or file would not
      reasonably be expected to have a Material Adverse Effect; and except as
      otherwise disclosed in the Offering Circular or as would not reasonably be
      expected to have a Material Adverse Effect, there is no tax deficiency
      that has been, or could reasonably be expected to be, asserted against the
      Company or any of its subsidiaries or any of their respective properties
      or assets.

            (y) The Company and its subsidiaries possess all licenses,
      certificates, permits and other authorizations issued by, and have made
      all declarations and filings with, the appropriate federal, state, local
      or foreign governmental or regulatory authorities that are necessary for
      the ownership or lease of their respective properties or the conduct of
      their respective businesses as described in the Offering Circular, except
      where the failure to possess or make the same would not, individually or
      in the aggregate, have a Material Adverse Effect; and except as described
      in the Offering Circular or as would not reasonably be expected to have a
      Material Adverse Effect, neither the Company nor any of its subsidiaries
      has received written notice of any revocation or modification of any such
      license, certificate, permit or authorization or has any reason to believe
      that any such license, certificate, permit or authorization will not be
      renewed in the ordinary course.

            (z) Except as described in the Offering Circular, no labor
      disturbance by or dispute with employees of the Company or any of its
      subsidiaries exists or, to the best knowledge of the Company, is
      contemplated or threatened, in each case that would be reasonably expected
      to have a Material Adverse Effect.

            (aa) The Company and its subsidiaries (i) are in compliance with any
      and all applicable federal, state, local and foreign laws, rules,
      regulations, decisions and orders relating to the protection of human
      health and safety, the environment or hazardous or toxic substances or
      wastes, pollutants or contaminants (collectively, "Environmental Laws");
      (ii) have received and are in compliance with all permits, licenses or
      other approvals required of them under applicable Environmental Laws to
      conduct their respective businesses; and (iii) have not received notice of
      any actual or potential liability for the investigation or remediation of
      any disposal or release of hazardous or toxic substances or wastes,
      pollutants or contaminants, except in any such case for any such failure
      to comply with, or failure to receive required permits, licenses or
      approvals, or liability, as would not, individually or in the aggregate,
      have a Material Adverse Effect.

            (bb) Except as would not reasonably be expected to have a Material
      Adverse Effect, each employee benefit plan, within the meaning of Section
      3(3) of the Employee Retirement Income Security Act of 1974, as amended
      ("ERISA"), that is maintained, administered or contributed to by the
      Company or any of its affiliates for employees or former employees of the
      Company and its affiliates is in compliance in all material respects with
      its terms and the requirements of any applicable statutes, orders, rules
      and regulations, including but not limited to ERISA and the Internal
      Revenue Code of 1986, as amended (the "Code"); no prohibited transaction,
      within the meaning of Section 406 of ERISA or Section 4975 of the Code,
      has occurred with respect to any such plan excluding transactions effected
      pursuant to a statutory or administrative exemption; and for each such
      plan that is subject to the funding rules of Section 412 of the Code or

                                       7


      Section 302 of ERISA, except as set forth in the Preliminary Offering
      Circular or the Offering Circular, the fair market value of the assets of
      each such plan (excluding for these purposes accrued but unpaid
      contributions) exceeds the present value of all benefits accrued under
      such plan determined using reasonable actuarial assumptions, and no
      "accumulated funding deficiency" as defined in Section 412 of the Code has
      been incurred, whether or not waived.

            (cc) Except as would not reasonably be expected to have a Material
      Adverse Effect, the Company and its subsidiaries maintain systems of
      internal accounting controls sufficient to provide reasonable assurance
      that (i) transactions are executed in accordance with management's general
      or specific authorizations; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principles and to maintain asset accountability; (iii)
      access to assets is permitted only in accordance with management's general
      or specific authorization; and (iv) the recorded accountability for assets
      is compared with the existing assets at reasonable intervals and
      appropriate action is taken with respect to any differences. The foregoing
      is subject to the disclosures set forth in Note 2 to the Notes to the
      Financial Statements and Item 9A, in each case, of the Company's Annual
      Report on Form 10-K for the fiscal year ended December 31, 2003, and Item
      4 of the Company's Quarterly Report on Form 10-Q for the quarter ended
      March 31, 2004.

            (dd) Except as would not reasonably be expected to have a Material
      Adverse Effect, the Company and its subsidiaries have insurance covering
      their respective properties, operations, personnel and businesses,
      including business interruption insurance, which insurance is in amounts
      and insures against such losses and risks as are customary among companies
      of established reputation engaged in the same or similar businesses and
      operating in the same or similar locations; and neither the Company nor,
      to the best of the Company's knowledge, any of its subsidiaries, has (i)
      received written notice from any insurer or agent of such insurer that
      capital improvements or other expenditures are required or necessary to be
      made in order to continue such insurance or (ii) any reason to believe
      that it will not be able to renew its existing insurance coverage as and
      when such coverage expires or to obtain similar coverage at reasonable
      cost from similar insurers as may be necessary to continue its business.

            (ee) Except as would not reasonably be expected to have a Material
      Adverse Effect, neither the Company nor any of its subsidiaries nor, to
      the best knowledge of the Company, any director, officer, agent, employee
      or other person associated with or acting on behalf of the Company or any
      of its subsidiaries has (i) used any corporate funds for any unlawful
      contribution, gift, entertainment or other unlawful expense relating to
      political activity; (ii) made any direct or indirect unlawful payment to
      any foreign or domestic government official or employee from corporate
      funds; (iii) violated or is in violation of any provision of the Foreign
      Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff,
      influence payment, kickback or other unlawful payment.

            (ff) On the First Time of Delivery, the Company (after giving effect
      to the issuance of the Securities and the other transactions related
      thereto as described in the Offering Circular) will be Solvent. As used in
      this paragraph, the term "Solvent" means, with respect to a particular
      date, that on such date (i) the present fair market value (or present fair
      saleable value) of the assets of the Company is not less than the total
      amount required to pay the liabilities of the Company on its total
      existing debts and

                                       8


      liabilities (including contingent liabilities) (which liabilities are
      calculated for purposes of this representation in the manner used in the
      preparation of the Company's consolidated financial statements) as they
      become absolute and matured; (ii) the Company is able to realize upon its
      assets and pay its debts and other liabilities, contingent obligations and
      commitments as they mature and become due in the normal course of business
      (assuming the ability to refinance existing obligations in the normal
      course of business); (iii) assuming consummation of the issuance of the
      Securities as contemplated by this Agreement and the Offering Circular,
      the Company is not incurring debts or liabilities beyond its ability to
      pay as such debts and liabilities mature; and (iv) the Company is not
      engaged in any business or transaction, and does not propose to engage in
      any business or transaction, for which its property would constitute
      unreasonably small capital after giving due consideration to the
      prevailing practice in the industry in which the Company is engaged.

            (gg) Neither the Company nor any of its affiliates (as defined in
      Rule 501(b) of Regulation D of the Act) has, directly or through any
      agent, sold, offered for sale, solicited offers to buy or otherwise
      negotiated in respect of, any security (as defined in the Act), that is or
      will be integrated with the sale of the Securities or the Stock in a
      manner that would require registration of the Securities under the Act.

            (hh) Assuming the accuracy of the representations and warranties of
      the Purchasers contained in Section 3 and their compliance with their
      agreements set forth therein, it is not necessary, in connection with the
      issuance and sale of the Securities to the Purchasers, the offer, resale
      and delivery of the Securities by the Purchasers and the conversion of the
      Securities into Stock, in each case in the manner contemplated by this
      Agreement and the Offering Circular, to register the Securities under the
      Act or to qualify the Indenture under the Trust Indenture Act of 1939, as
      amended.

            (ii) Each executive officer of the Company listed on Schedule 2
      hereto has entered into a written agreement in the form of Annex II hereto
      (each such agreement, a "Lock-Up Agreement"), and executed originals of
      each Lock-Up Agreement have been delivered to you.

      2. Subject to the terms and conditions herein set forth, (a) the Company
agrees to issue and sell to each of the Purchasers, and each of the Purchasers
agrees, severally and not jointly, to purchase from the Company, at a purchase
price of 97.25% of the principal amount thereof, the principal amount of Firm
Securities set forth opposite the name of such Purchaser in Schedule I hereto,
and (b) in the event and to the extent that the Purchasers shall exercise the
election to purchase Optional Securities as provided below, the Company agrees
to issue and sell to each of the Purchasers, and each of the Purchasers agrees,
severally and not jointly, to purchase from the Company, at the same purchase
price set forth in clause (a) of this Section 2, that portion of the aggregate
principal amount of the Optional Securities as to which such election shall have
been exercised (to be adjusted by you so as to eliminate fractions of $1,000)
determined by multiplying such aggregate principal amount of Optional Securities
by a fraction, the numerator of which is the maximum aggregate principal amount
of Optional Securities which such Purchaser is entitled to purchase as set forth
opposite the name of such Purchaser in Schedule I hereto and the denominator of
which is the maximum aggregate principal amount of Optional Securities which all
of the Purchasers are entitled to purchase hereunder.

      The Company hereby grants to the Purchasers the right to purchase at their
election up to $50,000,000 aggregate principal amount of Optional Securities, at
the purchase price set

                                       9


forth in clause (a) of the first paragraph of this Section 2. Any such election
to purchase Optional Securities may be exercised by written notice from you to
the Company, given within a period of 30 calendar days after the date of this
Agreement, setting forth (i) the aggregate principal amount of Optional
Securities to be purchased (which shall be an integral multiple of $1,000), (ii)
the names and denominations in which the Optional Securities are to be
registered and (iii) the time, date and place at which such Optional Securities
are to be delivered, as determined by you but in no event earlier than the First
Time of Delivery or, unless you and the Company otherwise agree in writing,
earlier than two or later than ten business days after the date of such notice.

      Notwithstanding anything to the contrary contained herein, the Purchasers
may not exercise their election to purchase Optional Securities, in whole or in
part, after the period which ends 13 days after the issue date if the Optional
Securities would be treated as having been issued with "original issue discount"
for purposes of Sections 1271-1275 of the Internal Revenue Code and the
applicable Treasury regulations promulgated thereunder.

      3. Upon the authorization by you of the release of the Securities, the
several Purchasers propose to offer the Securities for sale upon the terms and
conditions set forth in this Agreement and the Offering Circular and each
Purchaser hereby represents and warrants to, and agrees with the Company that:

      (a) It will offer and sell the Securities only to persons who it
reasonably believes are "qualified institutional buyers" ("QIBs") within the
meaning of Rule 144A under the Act in transactions meeting the requirements of
Rule 144A;

      (b) It is an institutional accredited investor within the meaning of Rule
501(a) under the Act;

      (c) It will not offer or sell the Securities by any form of general
solicitation or general advertising, including but not limited to the methods
described in Rule 502(c) under the Act; and

      (d) It acknowledges that the Securities have not been registered under the
Act and may not be sold within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Act.

      4. (a) The Securities to be purchased by each Purchaser hereunder will be
represented by one or more definitive global Securities in book-entry form which
will be deposited by or on behalf of the Company with The Depository Trust
Company ("DTC") or its designated custodian. The Company will deliver the
applicable Securities to Goldman, Sachs & Co., for the account of each
Purchaser, against payment by or on behalf of such Purchaser of the purchase
price therefor by certified or official bank check or checks, payable to the
order of the Company in New York Clearing House (next day) funds, by causing DTC
to credit the Securities to the account of Goldman, Sachs & Co. at DTC. The
Company will cause the form of certificates representing the applicable
Securities to be made available to Goldman, Sachs & Co. for checking at least
twenty-four hours prior to the applicable Time of Delivery (as defined below) at
the office of DTC or its designated custodian (the "Designated Office"). The
time and date of such delivery and payment shall be, with respect to the Firm
Securities, 9:30 a.m., New York City time, on July 2, 2004 or such other time
and date as Goldman, Sachs & Co. and the Company may agree upon in writing, and,
with respect to the Optional Securities, 9:30 a.m., New York City time, on the
date specified by Goldman, Sachs & Co. in the written notice given by Goldman,
Sachs & Co. of the Purchasers' election to purchase such Optional Securities, or

                                       10


such other time and date as Goldman, Sachs & Co. and the Company may agree upon
in writing. Such time and date for delivery of the Firm Securities is herein
called the "First Time of Delivery", such time and date for delivery of the
Optional Securities, if not the First Time of Delivery, is herein called the
"Second Time of Delivery", and each such time and date for delivery is herein
called a "Time of Delivery".

      (b) The documents to be delivered at the Time of Delivery by or on behalf
of the parties hereto pursuant to Section 7 hereof, including the cross-receipt
for the Securities and any additional documents requested by the Purchasers
pursuant to Section 7(i) hereof, will be delivered at such time and date at the
offices of Covington & Burling, 1330 Avenue of the Americas, New York, NY 10019
(the "Closing Location"), and the Securities will be delivered at the Designated
Office, all at the Time of Delivery. A meeting will be held at the Closing
Location at 4:00 p.m., New York City time, on the New York Business Day next
preceding the Time of Delivery, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 4, "New York
Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in New York are generally
authorized or obligated by law or executive order to close.

      5. The Company agrees with each of the Purchasers:

      (a) To prepare the Offering Circular in a form approved by you; to make no
amendment or any supplement to the Offering Circular which shall be disapproved
by you promptly after reasonable notice thereof; and to furnish you with copies
thereof;

      (b) Promptly from time to time to take such action as you may reasonably
request to qualify the Securities and the shares of Stock issuable upon
conversion of the Securities for offering and sale under the securities laws of
such jurisdictions as you may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such jurisdictions for
as long as may be necessary to complete the offering and resale of the
Securities, provided that in connection therewith the Company shall not be
required (i) to qualify as a foreign corporation or (ii) to file a general
consent to service of process in any jurisdiction or (iii) to take any action
that would subject itself to taxation in any jurisdiction if it is not otherwise
so subject;

      (c) To furnish the Purchasers with 3 copies of the Offering Circular and
each amendment or supplement thereto signed by an authorized officer of the
Company with the independent accountants' report(s) in the Offering Circular,
and any amendment or supplement containing amendments to the financial
statements covered by such report(s), signed by the accountants, and additional
written and electronic copies thereof in such quantities as you may from time to
time reasonably request, and if, at any time prior to the earlier of (i) the
expiration of nine months after the date of the Offering Circular and (ii)
completion of the resale of the Securities by the Purchasers, any event shall
have occurred as a result of which the Offering Circular as then amended or
supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made when such Offering
Circular is delivered, not misleading, or, if for any other reason it shall be
necessary or desirable (as determined by the Company) during such same period to
amend or supplement the Offering Circular, to notify you and upon your request
to prepare and furnish without charge to each Purchaser and to any dealer in
securities as many written and electronic copies as you may from time to time

                                       11


reasonably request of an amended Offering Circular or a supplement to the
Offering Circular which will correct such statement or omission or effect such
compliance;

      (d) To advise the Purchasers promptly, and confirm such advice in writing,
(i) of the issuance by any governmental or regulatory authority of any order
preventing or suspending the use of the Offering Circular or the initiation or
threatening of any proceeding for that purpose and (ii) of the receipt by the
Company of any notice with respect to any suspension of the qualification of the
Securities for offer and sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and the Company will use its
commercially reasonable efforts to prevent the issuance of any such order
preventing or suspending the use of the Offering Circular or suspending any such
qualification of the Securities and, if any such order is issued, will obtain as
soon as possible the withdrawal thereof;

      (e) During the period beginning from the date hereof and continuing until
the date 90 days after the First Time of Delivery, not to offer, sell, contract
to sell or otherwise dispose of, except as provided hereunder any securities of
the Company that are substantially similar to the Securities or the Stock,
including but not limited to any securities that are convertible into or
exchangeable for, or that represent the right to receive, Stock or any such
substantially similar securities (other than pursuant to employee stock option
plans existing on, or upon the conversion or exchange of convertible or
exchangeable securities outstanding as of, the date of this Agreement), without
your prior written consent;

      (f) Not to be or become, at any time prior to the expiration of two years
after the First Time of Delivery, an open-end investment company, unit
investment trust, closed-end investment company or face-amount certificate
company that is or is required to be registered under Section 8 of the
Investment Company Act;

      (g) So long as the Securities or the Stock issuable upon conversion of the
Securities remain outstanding and are "restricted securities" within the meaning
of Rule 144(a)(3) under the Act, at any time when the Company is not subject to
Section 13 or 15(d) of the Exchange Act, for the benefit of holders from time to
time of Securities, to furnish at its expense, upon request, to holders of
Securities and prospective purchasers of Securities information (the "Additional
Issuer Information") satisfying the requirements of subsection (d)(4)(i) of Rule
144A under the Act;

      (h) If requested by you, to use its best efforts to cause the Securities
to be eligible for the PORTAL trading system of the National Association of
Securities Dealers, Inc. and for clearance and settlement through the Depository
Trust Company;

      (i) Except if such information is available on the website of either the
Company or the Commission, to furnish to the holders of the Securities as soon
as practicable after the end of each fiscal year an annual report (including a
balance sheet and statements of income, shareholders' equity and cash flows of
the Company and its consolidated subsidiaries certified by independent public
accountants) and, as soon as practicable after the end of each of the first
three quarters of each fiscal year (beginning with the fiscal quarter ending
after the date of the Offering Circular), to make available to its shareholders
consolidated summary financial information of the Company and its subsidiaries
for such quarter in reasonable detail;

      (j) During a period of two years from the date of the Offering Circular,
to furnish to you copies of all reports or other communications (financial or
other) furnished to shareholders of the Company, and to deliver to you (i) as
soon as they are available, copies of any reports

                                       12


and financial statements furnished to or filed with the Commission or any
securities exchange on which the Securities or any class of securities of the
Company is listed; and (ii) such additional information concerning the business
and financial condition of the Company as you may from time to time reasonably
request (such financial statements to be on a consolidated basis to the extent
the accounts of the Company and its subsidiaries are consolidated in reports
furnished to its shareholders generally or to the Commission);

      (k) During the period of two years after the First Time of Delivery, not
to, and not permit any of its "affiliates" (as defined in Rule 144 under the
Act) to, resell any of the Securities which constitute "restricted securities"
under Rule 144 that have been reacquired by any of them, except for Securities
or Stock issuable upon conversion of the Securities purchased by the Company or
any of its affiliates and resold in a transaction registered under the Act;

      (l) To use the net proceeds received by it from the sale of the Securities
pursuant to this Agreement in the manner specified in the Offering Circular
under the caption "Use of Proceeds";

      (m) To reserve and keep available at all times, free of preemptive rights,
shares of Stock for the purpose of enabling the Company to satisfy any
obligations to issue shares of its Stock upon conversion of the Securities under
the terms of the Indenture; and

      (n) To not, and not permit any of its affiliates (as defined in Rule
501(b) of Regulation D) to, directly or through any agent, sell, offer for sale,
solicit offers to buy or otherwise negotiate in respect of, any security (as
defined in the Act), that is or will be integrated with the sale of the
Securities in a manner that would require registration of the Securities under
the Act.

      (o) To not, and not permit any of its affiliates or any other person
acting on its or their behalf (other than the Initial Purchasers, as to which no
covenant is given) solicit offers for, or offer or sell, the Securities by means
of any form of general solicitation or general advertising within the meaning of
Rule 502(c) of Regulation D or in any manner involving a public offering within
the meaning of Section 4(2) of the Act.

      (p) To not take, directly or indirectly, any action designed to or that
could reasonably be expected to cause or result in any stabilization or
manipulation of the price of the Securities.

      (q) To file a "Supplemental Listing Application of Additional Shares" and
any required supporting documentation relating to the shares of Stock issuable
upon conversion of the Securities with the New York Stock Exchange, and cause
such shares of Stock to be duly listed on the New York Stock Exchange, subject
to notice of issuance.

      6. The Company covenants and agrees with the several Purchasers that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
issuance of the Securities and the shares of Stock issuable upon conversion of
the Securities and all other expenses in connection with the preparation,
printing and filing of the Preliminary Offering Circular and the Offering
Circular and any amendments and supplements thereto and the mailing and
delivering of copies thereof to the Purchasers and dealers; (ii) the cost of
printing or producing this Agreement, the Registration Rights Agreement, the
Indenture, the Blue Sky and Legal Investment Memoranda, closing documents
(including any compilations thereof) and any other documents in connection with
the offering, purchase, sale and delivery of the Securities; (iii) all expenses
in connection with the qualification of the Securities and the shares of Stock
issuable

                                       13


upon conversion of the Securities for offering and sale under state securities
laws as provided in Section 5(b) hereof, including the fees and disbursements of
counsel for the Purchasers in connection with such qualification and in
connection with the Blue Sky and legal investment surveys; (iv) any fees charged
by securities rating services for rating the Securities; (v) the cost of
preparing the Securities; (vi) the fees and expenses of the Trustee and any
agent of the Trustee and the fees and disbursements of counsel for the Trustee
in connection with the Indenture and the Securities; (vii) any cost incurred in
connection with the designation of the Securities for trading in PORTAL and the
listing of the shares of Stock issuable upon conversion of the Securities on the
New York Stock Exchange; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 8 and 11 hereof, the Purchasers will pay
all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.

      7. The obligations of the Purchasers hereunder shall be subject, in their
discretion, to the condition that all representations and warranties and other
statements of the Company herein are, at and as of each Time of Delivery, as
applicable, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

      (a) Cravath, Swaine & Moore LLP, counsel for the Purchasers, shall have
furnished to you such opinion or opinions, dated the Time of Delivery, as
applicable, with respect to such matters as you may reasonably request, and such
counsel shall have received such papers and information as they may reasonably
request to enable them to pass upon such matters;

      (b) Bertram Bell, Esq., Associate General Counsel and Assistant Secretary
of the Company and Covington & Burling, counsel for the Company, shall have
furnished to you their written opinion, dated the Time of Delivery in form and
substance satisfactory to you, substantially in the forms set forth in Annex I
hereto;

      (c) On the date of the Offering Circular prior to the execution of this
Agreement and also at the Time of Delivery, PricewaterhouseCoopers LLP shall
have furnished to you a letter or letters, dated the respective dates of
delivery thereof, in form and substance satisfactory to you, substantially in
the form set forth in Annex III hereto;

      (d) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included in
the Offering Circular any loss or interference with the business of Company and
its subsidiaries taken as a whole from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, except as set forth or contemplated in the
Offering Circular, and (ii) since the respective dates as of which information
is given in the Offering Circular there shall not have been any change in the
capital stock (other than issuances pursuant to equity incentive plans) or
increase in long-term debt of the Company or any of its subsidiaries or any
change, or any development involving a prospective change, in or affecting the
business, properties, financial position or results of operations of the Company
and its subsidiaries taken as a whole, except as set forth or contemplated in
the Offering Circular, the effect of which, in any such case described in clause
(i) or (ii), is in the judgment of the Purchasers so material and adverse as to
make it impracticable or inadvisable to proceed with the public offering or the
delivery of the Securities on the terms and in the manner contemplated in this
Agreement and the Offering Circular;

                                       14


      (e) On or after the date hereof (i) no downgrading shall have occurred in
the rating accorded the Company's debt securities by any "nationally recognized
statistical rating organization", as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall
have publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company's debt securities;

      (f) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a suspension or material
limitation in trading in the Company's securities on the New York Stock
Exchange; (iii) a general moratorium on commercial banking activities declared
by either Federal or New York State authorities or a material disruption in
commercial banking or securities settlement or clearance services in the United
States; (iv) the outbreak or escalation of hostilities involving the United
States or the declaration by the United States of a national emergency or war or
(v) the occurrence of any other calamity or crisis or any change in financial,
political or economic conditions in the United States or elsewhere, if the
effect of any such event specified in clause (iv) or (v) in the judgment of the
Purchasers makes it impracticable or inadvisable to proceed with the public
offering or the delivery of the Securities on the terms and in the manner
contemplated in the Offering Circular;

      (g) The Securities have been designated for trading on PORTAL;

      (h) The shares of Stock issuable upon conversion of the Securities in
accordance with the Indenture shall have been duly listed, subject to official
notice of issuance, on the New York Stock Exchange; and

      (i) The Company shall have furnished or caused to be furnished to you at
the Time of Delivery the certificate of an officer of the Company satisfactory
to you as to the accuracy of the representations and warranties of the Company
herein at and as of such Time of Delivery, as to the performance by the Company
of all of its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsections (d) and (e) of this Section
and as to such other matters as you may reasonably request.

      8. (a) The Company will indemnify and hold harmless each Purchaser against
any losses, claims, damages or liabilities, joint or several, to which such
Purchaser may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in the Preliminary Offering Circular or the Offering
Circular, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact necessary
to make the statements therein not misleading, and will reimburse each Purchaser
for any legal or other expenses reasonably incurred by such Purchaser in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any Preliminary Offering Circular or the
Offering Circular or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Purchaser
through Goldman, Sachs & Co. expressly for use therein.

      (b) Each Purchaser will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act

                                       15


or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Offering Circular or the Offering Circular, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in any Preliminary Offering Circular or the Offering Circular or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Purchaser expressly for use
therein; and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending
any such action or claim as such expenses are incurred.

      (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to,
or an admission of, fault, culpability or a failure to act, by or on behalf of
any indemnified party.

      (d) If the indemnification provided for in this Section 8 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Purchasers on the other from the offering
of the Securities. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Purchasers on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits

                                       16


received by the Company on the one hand and the Purchasers on the other from the
offering of the Securities shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by the
Company bear to the total underwriting discounts and commissions received by the
Purchasers, in each case as set forth in the Offering Circular. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or the Purchasers on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Purchasers agree that it would not be
just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Purchasers were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (d), no
Purchaser shall be required to contribute any amount in excess of the amount by
which the total price at which the Securities underwritten by it and distributed
to investors were offered to investors exceeds the amount of any damages which
such Purchaser has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. The Purchasers'
obligations in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint. No person guilty 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
fraudulent misrepresentation.

      (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Purchaser within the meaning of the Act; and the obligations of the Purchasers
under this Section 8 shall be in addition to any liability which the respective
Purchasers may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the Act.

      9. (a) If any Purchaser shall default in its obligation to purchase the
Securities which it has agreed to purchase hereunder, you may in your discretion
arrange for you or another party or other parties to purchase such Securities on
the terms contained herein. If within thirty-six hours after such default by any
Purchaser you do not arrange for the purchase of such Securities, then the
Company shall be entitled to a further period of thirty-six hours within which
to procure another party or other parties satisfactory to you to purchase such
Securities on such terms. In the event that, within the respective prescribed
periods, you notify the Company that you have so arranged for the purchase of
such Securities, or the Company notifies you that it has so arranged for the
purchase of such Securities, you or the Company shall have the right to postpone
the Time of Delivery for a period of not more than seven days, in order to
effect whatever changes in your opinion may thereby be made necessary in the
Offering Circular, or in any other documents or arrangements, and the Company
agrees to prepare promptly any amendments to the Offering Circular that effects
such changes. The term "Purchaser" as used in this Agreement shall include any
person substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such Securities.

                                       17


      (b) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Purchaser or Purchasers by you and the Company as
provided in subsection (a) above, the aggregate principal amount of such
Securities which remains unpurchased does not exceed one-eleventh of the
aggregate principal amount of all the Securities, then the Company shall have
the right to require each non-defaulting Purchaser to purchase the principal
amount of Securities which such Purchaser agreed to purchase hereunder and, in
addition, to require each non-defaulting Purchaser to purchase its pro rata
share (based on the principal amount of Securities which such Purchaser agreed
to purchase hereunder) of the Securities of such defaulting Purchaser or
Purchasers for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Purchaser from liability for its default.

      (c) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Purchaser or Purchasers by you and the Company as
provided in subsection (a) above, the aggregate principal amount of Securities
which remains unpurchased exceeds one-eleventh of the aggregate principal amount
of all the Securities, or if the Company shall not exercise the right described
in subsection (b) above to require non-defaulting Purchasers to purchase
Securities of a defaulting Purchaser or Purchasers, then this Agreement (or,
with respect to the Second Time of Delivery, the obligation of the Purchasers to
purchase and of the Company to sell the Optional Securities) shall thereupon
terminate, without liability on the part of any non-defaulting Purchaser or the
Company, except for the expenses to be borne by the Company and the Purchasers
as provided in Section 6 hereof and the indemnity and contribution agreements in
Section 8 hereof; but nothing herein shall relieve a defaulting Purchaser from
liability for its default.

      10. The respective indemnities, agreements, representations and warranties
of and certificates delivered by the Company and the several Purchasers, as set
forth in this Agreement or made by or on behalf of them, respectively, pursuant
to this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Purchaser or any controlling person of any Purchaser, or the Company, or
any officer or director or controlling person of the Company, and shall survive
delivery of and payment for the Securities.

      11. If this Agreement shall be terminated pursuant to Section 9 hereof,
the Company shall not then be under any liability to any Purchaser except as
provided in Sections 6 and 8 hereof; but, if for any other reason, the
Securities are not delivered by or on behalf of the Company as provided herein,
the Company will reimburse the Purchasers through you for all out-of-pocket
expenses approved in writing by you, including fees and disbursements of
counsel, reasonably incurred by the Purchasers in making preparations for the
purchase, sale and delivery of the Securities, but the Company shall then be
under no further liability to any Purchaser except as provided in Sections 6 and
8 hereof.

      12. In all dealings hereunder, you shall act on behalf of each of the
Purchasers, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Purchaser made or given
by you jointly as the Purchasers.

      All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Purchasers shall be delivered or sent by mail, telex or
facsimile transmission to Goldman, Sachs & Co., 85 Broad Street, New York, New
York 10004, Attention: Registration Department, Deutsche Bank Securities Inc.,
60 Wall Street, New York, NY 10005, Attention: Eric Watson, and J.P. Morgan
Securities Inc., 277 Park Avenue, New York, New York 10172; and if to the
Company shall be delivered or sent by mail, telex or facsimile transmission to
the address of the

                                       18


Company set forth in the Offering Circular, Attention: Secretary; provided,
however, that any notice to a Purchaser pursuant to Section 8(c) hereof shall be
delivered or sent by mail, telex or facsimile transmission to such Purchaser at
its address set forth in its Purchasers' Questionnaire, or telex constituting
such Questionnaire, which address will be supplied to the Company by you upon
request. Any such statements, requests, notices or agreements shall take effect
upon receipt thereof.

      13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Purchasers, the Company and, to the extent provided in Sections 8 and 10
hereof, the officers and directors of the Company and each person who controls
the Company or any Purchaser, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Securities from any Purchaser shall be deemed a successor or assign by reason
merely of such purchase.

      14. Time shall be of the essence of this Agreement.

      15. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

      16. This Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument.

      17. The Company is authorized, subject to applicable law, to disclose any
and all aspects of this potential transaction that are necessary to support any
U.S. federal income tax benefits expected to be claimed with respect to such
transaction, and all materials of any kind (including tax opinions and other tax
analyses) related to those benefits, without the Purchasers imposing any
limitation of any kind.

      If the foregoing is in accordance with your understanding, please sign and
return to us, one for the Company and each of the Purchasers plus one for each
counsel, counterparts hereof, and upon the acceptance hereof by you, on behalf
of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Purchasers is pursuant to the authority set forth in a form of Agreement among
Purchasers, the form of which shall be submitted to the Company for examination
upon request, but without warranty on your part as to the authority of the
signers thereof.

                                       19


                                      Very truly yours,

                                      The Goodyear Tire & Rubber Company

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

                                       20


Accepted as of the date hereof:

Goldman, Sachs & Co.

By:   /s/  Goldman, Sachs & Co.
      -------------------------
         (Goldman, Sachs & Co.)

                                       21


Accepted as of the date hereof:

Deutsche Bank Securities Inc.

By:   /s/ Deutsche Bank Securities Inc.
      ---------------------------------
        (Deutsche Bank Securities Inc.)

                                       22


Accepted as of the date hereof:

J.P. Morgan Securities Inc.

By:   /s/ Santoon Sreenivasan
      -------------------------------
        (J.P. Morgan Securities Inc.)

                                       23

EX-4.4

                                                                     EXHIBIT 4.4

- --------------------------------------------------------------------------------

                         4.00% Convertible Senior Notes

                            Dated as of July 2, 2004

                    -----------------------------------------

                                     Between

                       The Goodyear Tire & Rubber Company,

                                   as Company,

                                       and

                             Wells Fargo Bank, N.A.,

                                   as Trustee

                    -----------------------------------------

                                    INDENTURE

- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS



                                                                                                          PAGE
                                                                                                          ----
                                                                                                       
                                             ARTICLE 1

                                            Definitions

SECTION 1.01.  Definitions..........................................................................        1

                                             ARTICLE 2

                 Issue, Description, Execution, Registration and Exchange of Notes

SECTION 2.01.  Amount of Notes; Additional Securities...............................................       11
SECTION 2.02.  Form and Dating......................................................................       12
SECTION 2.03.  Execution and Authentication.........................................................       12
SECTION 2.04.  Registrar and Paying Agent...........................................................       12
SECTION 2.05.  Paying Agent to Hold Money in Trust..................................................       14
SECTION 2.06.  Holder Lists.........................................................................       14
SECTION 2.07.  Transfer and Exchange................................................................       14
SECTION 2.08.  Replacement Notes....................................................................       15
SECTION 2.09.  Outstanding Notes....................................................................       15
SECTION 2.10.  Temporary Notes......................................................................       16
SECTION 2.11.  Cancelation..........................................................................       16
SECTION 2.12.  Defaulted Interest...................................................................       16
SECTION 2.13.  CUSIP and ISIN Numbers...............................................................       16

                                             ARTICLE 3

                                 Redemption and Repurchase of Notes

SECTION 3.01.  Company's Right to Redeem............................................................       17
SECTION 3.02.  Notice of Optional Redemption; Selection of Notes....................................       17
SECTION 3.03.  Payment of Notes Called for Redemption by the Company................................       19
SECTION 3.04.  Repurchase of Notes by the Company at Option of Holders upon a Designated Event......       19
SECTION 3.05.  Repurchase of Notes by the Company at Option of Holders on Specified Dates...........       22
SECTION 3.06.  Company's Manner of Payment of Repurchase Price......................................       24
SECTION 3.07.  Conditions and Procedures for Repurchase at Option of Holders........................       24




                                                                                                        
                                             ARTICLE 4

                                      Covenants of the Company

SECTION 4.01.  Payment of Principal and Interest....................................................       27
SECTION 4.02.  Maintenance of Office or Agency......................................................       27
SECTION 4.03.  Existence............................................................................       28
SECTION 4.04.  Rule 144A Information Requirement....................................................       28
SECTION 4.05.  Stay, Extension and Usury Laws.......................................................       28
SECTION 4.06.  Compliance Certificate...............................................................       28
SECTION 4.07.  Liquidated Damages Notice............................................................       29

                                             ARTICLE 5

                                       Reports by the Company

SECTION 5.01.  Reports by the Company...............................................................       29

                                             ARTICLE 6

                   Remedies of the Trustee and Noteholders on an Event of Default

SECTION 6.01.  Events of Default....................................................................       29
SECTION 6.02.  Payments of Notes on Default; Suit Therefor..........................................       32
SECTION 6.03.  Application of Monies Collected by Trustee...........................................       33
SECTION 6.04.  Proceedings by Noteholder............................................................       34
SECTION 6.05.  Proceedings by Trustee...............................................................       35
SECTION 6.06.  Remedies Cumulative and Continuing...................................................       35
SECTION 6.07.  Direction of Proceedings and Waiver of Defaults by Majority of Noteholders...........       35
SECTION 6.08.  Notice of Defaults...................................................................       36
SECTION 6.09.  Undertaking to Pay Costs.............................................................       36

                                             ARTICLE 7

                                            The Trustee

SECTION 7.01.  Duties of Trustee....................................................................       36
SECTION 7.02.  Rights of Trustee....................................................................       37
SECTION 7.03.  Individual Rights of Trustee.........................................................       38
SECTION 7.04.  Trustee's Disclaimer.................................................................       39
SECTION 7.05.  Notice of Defaults...................................................................       39
SECTION 7.06.  Reports by Trustee to Holders........................................................       39
SECTION 7.07.  Compensation and Indemnity...........................................................       39
SECTION 7.08.  Replacement of Trustee...............................................................       40
SECTION 7.09.  Successor Trustee by Merger..........................................................       41



                                       ii



                                                                                                        
SECTION 7.10.  Eligibility; Disqualification........................................................       41
SECTION 7.11.  Preferential Collection of Claims Against Company....................................       41

                                             ARTICLE 8

                                          The Noteholders

SECTION 8.01.  Action by Noteholders................................................................       41
SECTION 8.02.  Proof of Execution by Noteholders....................................................       42
SECTION 8.03.  Who Are Deemed Absolute Owners.......................................................       42
SECTION 8.04.  Company-owned Notes Disregarded......................................................       42
SECTION 8.05.  Revocation of Consents, Future Holders Bound.........................................       43

                                             ARTICLE 9

                                      Meetings of Noteholders

SECTION 9.01.  Purpose of Meetings..................................................................       43
SECTION 9.02.  Call of Meetings by Trustee..........................................................       43
SECTION 9.03.  Call of Meetings by Company or Noteholders...........................................       44
SECTION 9.04.  Qualifications for Voting............................................................       44
SECTION 9.05.  Regulations..........................................................................       44
SECTION 9.06.  Voting...............................................................................       45
SECTION 9.07.  No Delay of Rights by Meeting........................................................       45

                                             ARTICLE 10

                                 Amendment; Supplemental Indentures

SECTION 10.01.  Supplemental Indentures Without Consent of Noteholders..............................       45
SECTION 10.02.  Supplemental Indenture with Consent of Noteholders..................................       47
SECTION 10.03.  Effect of Supplemental Indenture....................................................       48
SECTION 10.04.  Notation on Notes...................................................................       48

                                             ARTICLE 11

                         Consolidation, Merger, Sale, Conveyance and Lease

SECTION 11.01.  Company May Consolidate on Certain Terms............................................       49
SECTION 11.02.  Successor to Be Substituted.........................................................       49
SECTION 11.03.  Opinion of Counsel to Be Given Trustee..............................................       50




                                      iii



                                                                                                        
                                             ARTICLE 12

                              Satisfaction and Discharge of Indenture

SECTION 12.01.  Discharge of Indenture..............................................................       50
SECTION 12.02.  Paying Agent to Repay Monies Held...................................................       50
SECTION 12.03.  Return of Unclaimed Monies..........................................................       50

                                             ARTICLE 13

                  Immunity of Incorporators, Stockholders, Officers and Directors

SECTION 13.01.  Indenture and Notes Solely Corporate Obligations....................................       51

                                             ARTICLE 14

                                         Conversion of Notes

SECTION 14.01.  Right to Convert....................................................................       51
SECTION 14.02.  Exercise of Conversion Privilege; Issuance of Common Stock on Conversion;
                 No Adjustment for Interest or Dividends; Settlement of Cash or Common
                 Stock upon Conversion..............................................................       55
SECTION 14.03.  Cash Payments in Lieu of Fractional Shares..........................................       58
SECTION 14.04.  Conversion Rate.....................................................................       59
SECTION 14.05.  Adjustment of Conversion Rate.......................................................       59
SECTION 14.06.  Effect of Reclassification, Consolidation, Merger or Sale...........................       65
SECTION 14.07.  Taxes on Shares Issued..............................................................       66
SECTION 14.08.  Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental
                 Requirements; Listing of Common Stock..............................................       66
SECTION 14.09.  Responsibility of Trustee...........................................................       67
SECTION 14.10.  Notice to Holders Prior to Certain Actions..........................................       68
SECTION 14.11.  Shareholder Rights Plan.............................................................       68
SECTION 14.12.  Exchange in Lieu of Conversion......................................................       69

                                             ARTICLE 15

                                         Make Whole Premium

SECTION 15.01.  Make Whole Premium..................................................................       69
SECTION 15.02.  Adjustments Relating to Make Whole Premium..........................................       72

                                             ARTICLE 16

                                      Miscellaneous Provisions

SECTION 16.01.  Provisions Binding on Successors....................................................       73



                                       iv



                                                                                                       
SECTION 16.02.  Official Acts by Successor Corporation..............................................       73
SECTION 16.03.  Addresses for Notices, Etc..........................................................       73
SECTION 16.04.  Governing Law.......................................................................       73
SECTION 16.05.  Evidence of Compliance with Conditions Precedent, Certificates to Trustee...........       73
SECTION 16.06.  Legal Holidays......................................................................       74
SECTION 16.07.  Company Responsible for Making Calculations.........................................       74
SECTION 16.08.  Trust Indenture Act.................................................................       74
SECTION 16.09.  No Security Interest Created........................................................       74
SECTION 16.10.  Benefits of Indenture...............................................................       75
SECTION 16.11.  Table of Contents, Headings, Etc....................................................       75
SECTION 16.12.  Authenticating Agent................................................................       75
SECTION 16.13.  Execution in Counterparts...........................................................       76
SECTION 16.14.  Severability........................................................................       76

Appendix A Provisions Relating to Notes.............................................................      A-1
Exhibit A  Form of Note.............................................................................      E-1
Schedule I Schedule of Increases or Decreases in Global Security....................................      S-1
Exhibit B  Form of Transferee Letter of Representation..............................................      B-1



                                       v



                                    INDENTURE

            INDENTURE dated as of July 2, 2004, among THE GOODYEAR TIRE & RUBBER
COMPANY, an Ohio corporation (hereinafter called the "COMPANY"), having its
principal office at 1144 East Market Street, Akron, Ohio 44316-0001 and WELLS
FARGO BANK, N.A., a national banking association (hereinafter called the
"TRUSTEE").

                                   WITNESSETH:

            WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue of its 4.00% Convertible Notes (hereinafter called the
"NOTES"), in an aggregate principal amount initially limited to $350,000,000,
and, to provide the terms and conditions upon which the Notes are to be
authenticated, issued and delivered, the Company has duly authorized the
execution and delivery of this Indenture.

            WHEREAS, the Notes, the certificate of authentication to be borne by
the Notes, a form of assignment, a form of designated event repurchase election,
a form of Company repurchase election and a form of conversion notice to be
borne by the Notes are to be substantially in the forms hereinafter provided
for.

            WHEREAS, all acts and things necessary to make the Notes, when
executed by the Company and authenticated and delivered by the Trustee or a duly
authorized authenticating agent, as in this Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute this Indenture a
valid agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Notes have in all
respects been duly authorized. In addition, all things necessary to duly
authorize the issuance of the Common Stock of the Company initially issuable
upon the conversion of the Notes, and to duly reserve for issuance the number of
shares of Common Stock initially issuable upon such conversion, have been done.

                     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

            That in order to declare the terms and conditions upon which the
Notes are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the Notes by
the holders thereof, the Company covenants and agrees with the Trustee for the
equal and proportionate benefit of the respective holders from time to time of
the Notes (except as otherwise provided below), as follows:

                                    ARTICLE 1
                                   DEFINITIONS

            SECTION 1.01. Definitions. The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section 1.01. All
other terms used in this Indenture that are defined in the Trust Indenture Act
or which are by reference therein defined in the Securities Act (except as
herein otherwise expressly provided or unless the context otherwise requires)
shall have the meanings assigned to such terms in the Trust Indenture Act and in
the Securities Act as in force at the date



of the execution of this Indenture. The words "herein", "hereof", "hereunder"
and words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other Subdivision. The terms defined in this
Article include the plural as well as the singular.

            "ADDITIONAL PREMIUM" has the meaning specified in Section 15.01(b).

            "ADDITIONAL SECURITIES" means Notes issued from time to time after
the Original Issuance Date under the terms of this Indenture (except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09, 2.10,
3.03, 14.02 or Appendix A).

            "ADJUSTMENT EVENT" has the meaning specified in Section 14.05(l).

            "AFFILIATE" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"CONTROL", when used with respect to any specified Person, means the power to
direct or cause the direction of the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise, and the terms "CONTROLLING" and "CONTROLLED" have
meanings correlative to the foregoing.

            "BANKRUPTCY LAW" means Title 11, United States Bankruptcy Code of
1978, as amended, or any similar United States federal or state law relating to
the bankruptcy, insolvency, receivership, winding-up, liquidation,
reorganization or relief of debtors or any amendment to, succession to or change
in any such law.

            "BOARD OF DIRECTORS" means the Board of Directors of the Company or
a committee of such Board duly authorized to act for it hereunder.

            "BOARD RESOLUTION" means a resolution duly adopted by the Board of
Directors, a copy of which, certified by the Secretary or an Assistant Secretary
of the Company to be in full force and effect on the date of such certification,
shall have been delivered to the Trustee.

            "BUSINESS DAY" means any day, other than a Saturday, Sunday, or
other day on which banking institutions are not required by law or regulation to
be open in the State of New York.

            "CAPITAL STOCK" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

            "CASH" has the meaning specified in Section 3.06(a).

            "CASH AMOUNT" has the meaning specified in Section 14.02(h)(iii).

            "CASH SETTLEMENT AVERAGING PERIOD" has the meaning specified in
Section 14.02(h)(i)(B).

                                       2



            "CASH SETTLEMENT NOTICE PERIOD" has the meaning specified in Section
14.02(g)(i).

            "CHANGE OF CONTROL" means the occurrence of either of the following:

            (a) any "person" or "group" (within the meaning of Section 13(d) of
the Exchange Act), other than the Company, its Subsidiaries or any of the
employee benefit plans of the Company or its Subsidiaries, files a Schedule TO,
Schedule 13D or any schedule, form or report under the Exchange Act disclosing
that such person or group has become the direct or indirect ultimate "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act) of the Common Stock
representing more than 50% of the Voting Stock of the Company; or

            (b) consummation of any share exchange, consolidation or merger of
the Company pursuant to which the Common Stock will be converted into cash,
securities or other property or any sale, lease or transfer in one transaction
or a series of transactions of all or substantially all of the consolidated
assets of the Company and its Subsidiaries, taken as a whole, to any Person
other than the Company or one of more of its Subsidiaries; provided, however,
that a transaction where the holders of the Common Stock immediately prior to
such transaction have, directly or indirectly, more than 50% of the aggregate
Voting Stock of the continuing or surviving corporation or transferee entitled
to vote generally in the election of directors immediately after such event
shall not be a Change of Control.

            "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted under the Exchange Act, or, if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

            "COMMON STOCK" means any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. Subject to the provisions
of Section 14.06, however, shares issuable on conversion of Notes shall include
only shares of the class designated as common stock of the Company at the date
of this Indenture (namely, the Common Stock, no par value) or shares of any
class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which are not subject to redemption by the
Company; provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable on conversion
shall be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the total number
of shares of all such classes resulting from all such reclassifications.

            "COMPANY" means the corporation named as the "Company" in the first
paragraph of this Indenture, and, subject to the provisions of Article 11 and
Section 14.06, shall include its successors and assigns.

            "COMPANY NOTICE DATE" has the meaning specified in Section 3.05(b).

                                       3



            "COMPANY REPURCHASE DATE" has the meaning specified in Section
3.05(a).

            "COMPANY REPURCHASE ELECTION" has the meaning specified in Section
3.05(c)(i).

            "COMPANY REPURCHASE NOTICE" has the meaning specified in Section
3.05(b).

            "COMPANY REPURCHASE PRICE" has the meaning specified in Section
3.05(a).

            "CONVERSION AGENT" means the Trustee or such other office or agency
designated by the Company where Notes may be presented for conversion.

            "CONVERSION DATE" has the meaning specified in Section 14.02(c).

            "CONVERSION OBLIGATION" has the meaning specified in Section
14.02(g)(i).

            "CONVERSION PRICE" as of any day means $1,000 divided by the
Conversion Rate as of such date and rounded to the nearest cent. The Conversion
Price shall initially be approximately $12.04 per share of Common Stock.

            "CONVERSION RATE" has the meaning specified in Section 14.04.

            "CONVERSION RETRACTION PERIOD" has the meaning specified in Section
14.02(g)(i).

            "CORPORATE TRUST OFFICE" or other similar term means the designated
office of the Trustee at which at any particular time its corporate trust
business as it relates to this Indenture shall be administered, which office is,
at the date as of which this Indenture is dated, located at Sixth & Marquette,
N9303-120, Minneapolis, MN 55479, Attention: Corporate Trust Administration,
telecopier no: (612) 667-9825.

            "CUSTODIAN" means Wells Fargo Bank, N.A., a national banking
association, as custodian with respect to the Notes in global form, or any
successor entity thereto.

            "DEFAULT" means any event that is, or after notice or passage of
time, or both, would be, an Event of Default.

            "DEFAULTED INTEREST" means any interest on any Notes which is
payable, but is not punctually paid or duly provided for, on any June 15 or
December 15.

            "DEFINITIVE NOTE" has the meaning specified in Appendix A.

            "DEPOSITARY" has the meaning specified in Appendix A.

            "DESIGNATED EVENT" means the occurrence of a Fundamental Change or a
Termination of Trading; provided that a Fundamental Change occurring on or prior
to June 15, 2011, will not be a Designated Event unless the transaction or event
resulting in such Fundamental Change also constitutes a Change of Control.

                                       4



            "DESIGNATED EVENT NOTICE DATE" has the meaning specified in Section
3.04(b).

            "DESIGNATED EVENT REPURCHASE DATE" has the meaning specified in
Section 3.04(a).

            "DESIGNATED EVENT REPURCHASE ELECTION" has the meaning specified in
Section 3.04(c)(i).

            "DESIGNATED EVENT REPURCHASE NOTICE" has the meaning specified in
Section 3.04(b).

            "DESIGNATED EVENT REPURCHASE PRICE" has the meaning provided in
Section 3.04(a).

            "DETERMINATION DATE" has the meaning specified in Section 14.05(l).

            "EVENT OF DEFAULT" has the meaning specified in Section 6.01.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, as in effect from
time to time.

            "EXCHANGE PARTY" has the meaning specified in Section 14.12.

            "EX-DIVIDEND DATE" means, with respect to any issuance or
distribution on shares of Common Stock, the first date on which the shares of
Common Stock trade regular way on the principal securities market on which the
shares of Common Stock are then traded without the right to receive such
issuance or distribution.

            "EXPIRATION TIME" has the meaning specified in Section 14.05(e).

            "FAIR MARKET VALUE" means, with respect to any asset or property,
the sale value that would be obtained in an arm's-length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy. Unless otherwise indicated, Fair
Market Value shall be determined in good faith by the Board of Directors.

            "FINAL NOTICE DATE" has the meaning specified in Section 14.02(g).

            "FORM OF CONVERSION NOTICE" has the meaning specified in Section
14.02(a).

            "FUNDAMENTAL CHANGE" means any transaction or event (whether by
means of an exchange offer, liquidation, tender offer, consolidation, merger,
combination, reclassification, recapitalization or otherwise) in connection with
which all or substantially all of our Common Stock is exchanged for, converted
into, acquired for or constitutes solely the right to receive, consideration
that is not at least 90% (excluding cash payments for fractional shares) common
shares, common stock or American depositary shares that are (i) listed on, or
immediately after the transaction or event will be listed on, the New York Stock
Exchange or a United States national securities exchange; or (ii) approved, or
immediately after the transaction or event will

                                       5



be approved, for quotation on the Nasdaq National Market or any similar United
States system of automated dissemination of quotations of securities prices.

            "FUNDAMENTAL CHANGE NOTICE" has the meaning specified in Section
14.01(d).

            "FUNDAMENTAL CHANGE NOTICE DATE" means the date at least ten (10)
Trading Days prior to the anticipated effective date of a Fundamental Change.

            "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Original Issuance Date, including those
set forth in:

        (a) the opinions and pronouncements of the Accounting Principles Board
     of the American Institute of Certified Public Accountants,

        (b) statements and pronouncements of the Financial Accounting Standards
     Board,

        (c) such other statements by such other entities as approved by a
     significant segment of the accounting profession, and

        (d) the rules and regulations of the SEC governing the inclusion of
     financial statements (including pro forma financial statements) in periodic
     reports required to be filed pursuant to Section 13 of the Exchange Act,
     including opinions and pronouncements in staff accounting bulletins and
     similar written statements from the accounting staff of the SEC.

            All computations based on GAAP contained in the Indenture shall be
computed in conformity with GAAP.

            "GLOBAL NOTE" means a Note in global form registered in the name of
the Depositary or the nominee of the Depositary.

            "INDENTURE" means this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented.

            "INITIAL PURCHASERS" means Goldman, Sachs & Co., Deutsche Bank
Securities Inc. and J.P. Morgan Securities Inc.

            "INTEREST" means, when used with respect to the Notes, any interest
payable under the terms of the Notes and Liquidated Damages, if any, payable
under the terms of the Registration Rights Agreement.

            "INTEREST PAYMENT DATE" means June 15 and December 15 of each year,
commencing December 15, 2004.

            "LAST REPORTED SALE PRICE" of the Common Stock on any day means the
closing sale price per share (or, if no closing sale price is reported, the
average of the last reported bid and asked prices or, if more than one in either
case, the average of the average bid and the average asked prices) on such day
as reported in composite transactions for the principal United

                                       6



States securities exchange on which the Common Stock is traded or, if the Common
Stock is not listed on a United States national or regional securities exchange,
as reported by the Nasdaq National Market. If the Common Stock is not listed for
trading on a United States national or regional securities exchange and not
reported by the Nasdaq National Market on the relevant date, the "LAST REPORTED
SALE PRICE" shall be the last quoted bid price for the Common Stock in the
over-the-counter market on the relevant date as reported by the National
Quotation Bureau Incorporated or similar organization. If the Common Stock is
not so quoted, the "LAST REPORTED SALE PRICE" shall be determined by the Company
on a basis it considers appropriate.

            "LIQUIDATED DAMAGES" has the meaning specified in Section 3(a) of
the Registration Rights Agreement.

            "LIQUIDATED DAMAGES NOTICE" has the meaning specified in Section
4.07(a).

            "MAKE WHOLE PREMIUM" has the meaning specified in Section 15.01(b).

            "NON-ELECTING SHARE" has the meaning specified in Section 14.06.

            "NOTE" or "NOTES" means any Note or Notes, as the case may be,
authenticated and delivered under this Indenture, including any Global Note.

            "NOTEHOLDER" or "HOLDER" as applied to any Note, or other similar
terms (but excluding the term "BENEFICIAL HOLDER"), means any Person in whose
name a particular Note is registered at the time on the Note Registrar's books.

            "NOTE REGISTER" has the meaning specified in Section 2.04.

            "NOTE REGISTRAR" has the meaning specified in Section 2.04.

            "OFFICER" means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President (whether
or not designated by a number or numbers or word or words added before or after
the title "Vice President"), the Treasurer or the Secretary or an Assistant
Secretary of the Company.

            "OFFICER'S CERTIFICATE", when used with respect to the Company,
means a certificate signed by the Chairman of the Board, the Chief Executive
Officer, the Chief Operating Officer, the President, the Chief Financial
Officer, any Vice President (whether or not designated by a number or numbers or
word or words added before or after the title "Vice President"), the Treasurer
or the Secretary of the Company.

            "OPINION OF COUNSEL" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company.

            "ORIGINAL ISSUANCE DATE" means the date on which Notes are first
authenticated and delivered under this Indenture.

                                       7



            "OUTSTANDING", when used with reference to Notes and subject to the
provisions of Section 8.04, means, as of any particular time, all Notes
authenticated and delivered by the Trustee under this Indenture, except:

            (a) Notes theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

            (b) Notes, or portions thereof, (i) for the redemption of which
monies in the necessary amount shall have been deposited in trust with the
Trustee or with any Paying Agent (other than the Company) or (ii) which shall
have been otherwise discharged in accordance with Article 12;

            (c) Notes in lieu of which, or in substitution for which, other
Notes shall have been authenticated and delivered pursuant to the terms of
Section 2.08; and

            (d) Notes converted into Common Stock pursuant to Article 14 and
Notes deemed not outstanding pursuant to Article 3.

            "PAYING AGENT" has the meaning specified in Section 2.04.

            "PERSON" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

            "PREFERRED STOCK," as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) that is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over shares of Capital Stock of any other class of such Person.

            "PRINCIPAL VALUE CONVERSION" has the meaning specified in Section
14.01(a).

            "PROTECTED PURCHASER" has the meaning specified in Section 2.08.

            "PURCHASE AGREEMENT" has the meaning specified in Appendix A.

            "REDEMPTION DATE" has the meaning specified in Section 3.02(a).

            "REDEMPTION NOTICE" has the meaning specified in Section 3.02(a).

            "REDEMPTION PRICE" has the meaning specified in Section 3.01.

            "REGISTRATION RIGHTS AGREEMENT" means (i) with respect to the
Securities issued on the Original Issuance Date, the Registration Rights
Agreement, dated as of July 2, 2004, among the Company and the Initial
Purchasers, as amended from time to time in accordance with its terms, and (2)
with respect to each issuance of Additional Securities issued in a transaction
exempt from the registration requirements of the Securities Act, the
registration rights agreement, if any, among the Company and the Persons
purchasing such Additional Securities under the related Purchase Agreement.

                                       8



            "REGULAR RECORD DATE" means, with respect to each Interest Payment
Date, the close of business on June 1 or December 1 preceding such Interest
Payment Date (whether or not a Business Day).

            "REPURCHASE DATE" means the Designated Event Repurchase Date or the
Company Repurchase Date, as the context requires.

            "REPURCHASE ELECTION" means the Designated Event Repurchase Election
or the Company Repurchase Election, as the context requires.

            "REPURCHASE NOTICE" means the Designated Event Repurchase Notice or
the Company Repurchase Notice, as the context requires.

            "REPURCHASE PRICE" means the Designated Event Repurchase Price or
the Company Repurchase Price, as the context requires.

            "RESTRICTED SECURITIES" refers to every Note or share of Common
Stock that bears or is required under Section 2.07 to bear the legend set forth
in Appendix A.

            "RULE 144A" means Rule 144A as promulgated under the Securities Act.

            "SECURITIES" means the Notes.

            "SECURITIES ACT" means the Securities Act of 1933, as amended.

            "SECURITIES CUSTODIAN" has the meaning specified in Appendix A.

            "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a
"Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Commission.

            "SPIN-OFF" has the meaning specified in Section 14.05(c)

            "STATED MATURITY" means June 15, 2034.

            "STOCK PRICE" has the meaning specified in Section 15.01(b).

            "STOCK PRICE CAP" has the meaning specified in Section 15.01(b).

            "STOCK PRICE THRESHOLD" has the meaning specified in Section
15.01(b).

            "STOCK RECORD DATE" means, with respect to any dividend,
distribution or other transaction or event in which the holders of Common Stock
have the right to receive any cash, securities or other property or in which the
Common Stock (or other applicable security) is exchanged for or converted into
any combination of cash, securities or other property, the date fixed for
determination of stockholders entitled to receive such cash, securities or other
property (whether such date is fixed by the Board of Directors or by statute,
contract or otherwise).

                                       9



            "SUBSIDIARY" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by:

               (1) such Person;

               (2) such Person and one or more Subsidiaries of such Person; or

               (3) one or more Subsidiaries of such Person.

            "TERMINATION OF TRADING" means the occurrence of an event in which
the Common Stock or other common stock into which the Notes are convertible is
neither listed for trading on a United States national securities exchange nor
approved for listing on the Nasdaq National Market or another established
automated over-the-counter trading market in the United States, and no American
depositary shares or similar instruments for such Common Stock or other common
stock, as applicable, are so listed or approved for listing in the United
States.

            "TRADING DAY" means a day during which trading in securities
generally occurs on the New York Stock Exchange or, if the applicable security
is not listed on the New York Stock Exchange, on the principal other national or
regional securities exchange on which the applicable security is then listed or,
if the applicable security is not listed on a national or regional securities
exchange, on the National Association of Securities Dealers Automated Quotation
System or, if the applicable security is not quoted on the National Association
of Securities Dealers Automated Quotation System, on the principal other market
on which the applicable security is then traded (provided that no day on which
trading of the applicable security is suspended on such exchange or other
trading market will count as a Trading Day).

            "TRADING PRICE" means, on any date of determination, the average of
the secondary market bid quotations per $1,000 principal amount of Notes
obtained by the Trustee (or another Conversion Agent) for $2,000,000 principal
amount of Notes at approximately 3:30 p.m., New York City time, on such
determination date from three independent nationally recognized securities
dealers selected by the Company, which may include one or more of the Initial
Purchasers, provided that if at least three such bids cannot be reasonably
obtained by the Trustee (or another Conversion Agent), then the average of the
two bids shall be used, and if only bid can be reasonably obtained by the
Trustee (or another Conversion Agent), such one bid shall be used. If the
Trustee (or another Conversion Agent) cannot reasonably obtain at least one bid
for $2,000,000 principal amount of Notes from an independent nationally
recognized securities dealer on any date, or in the Company's reasonable
judgment, the bid quotations are not indicative of the secondary market value of
the Notes on such date, then the Trading Price of the Notes on such date will be
deemed to be less than 98% of (a) the Last Reported Sale Price of the Common
Stock on such date multiplied by (b) the Conversion Rate of the Notes on the
date of determination.

            "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, as it was in force at the date of this Indenture, except as provided in
Sections 10.03 and 14.06;

                                       10



provided that if the Trust Indenture Act of 1939 is amended after the date
hereof, the term "TRUST INDENTURE ACT" shall mean, to the extent required by
such amendment, the Trust Indenture Act of 1939 as so amended.

            "TRUST OFFICER" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant treasurer, trust officer or any
other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

            "TRUSTEE" means Wells Fargo Bank, N.A., a national banking
association, and its successors and any corporation resulting from or surviving
any consolidation or merger to which it or its successors may be a party and any
successor trustee at the time serving as successor trustee hereunder.

            "VOTING STOCK" of a Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

            "WHOLLY OWNED SUBSIDIARY" means a Subsidiary of the Company all of
the Capital Stock of which (other than directors' qualifying shares) is owned by
the Company or another Wholly Owned Subsidiary.

                                    ARTICLE 2
        ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

            SECTION 2.01. Amount of Notes; Additional Securities. (a) The
aggregate principal amount of Notes which may be authenticated and delivered
under this Indenture shall initially be limited to $350,000,000 (except for
Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Sections 2.07, 2.08, 2.09,
2.10, 3.03, 14.02 or Appendix A).

            (b) So long as no Event of Default, and no event which, after notice
or lapse or time or both, would become an Event of Default, shall have occurred
and be continuing, the Company shall be entitled to issue Additional Securities
under this Indenture which shall have the same terms and conditions as the
Securities issued on the Original Issuance Date, other than with respect to any
differences in the date of issuance, the issue price and the interest accrued
prior to the issue date of the Additional Securities. The Securities issued on
the Original Issuance Date and any Additional Securities shall have the same
CUSIP numbers and shall be treated as a single class for all purposes under this
Indenture, including with respect to waivers, amendments, redemptions and offers
to purchase.

            With respect to any Additional Securities, the Company shall set
forth in a Board Resolution and an Officer's Certificate, a copy of each which
shall be delivered to the Trustee, the following information:

                                       11



            (i) the aggregate principal amount of such Additional Securities to
      be authenticated and delivered pursuant to this Indenture;

            (ii) the issue price, the issue date and the CUSIP numbers of such
      Additional Securities; provided, however, that no Additional Securities
      may be issued unless such Additional Securities are fungible in all
      respects for U.S. Federal income tax purposes with the Securities then
      outstanding; and

            (iii) that the Company has complied with this Section 2.01(b).

            SECTION 2.02. Form and Dating. Provisions relating to the Notes are
set forth in Appendix A, which is hereby incorporated in and expressly made a
part of this Indenture. The Notes and the Trustee's certificate of
authentication shall each be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The
Notes may have notations, legends or endorsements required by law, stock
exchange rules, agreements to which the Company is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Company). Each Note shall be dated the date of its authentication. The
Notes shall be issuable only in registered form without interest coupons and
only in denominations of $1,000 and integral multiples thereof.

            SECTION 2.03. Execution and Authentication. One Officer shall sign
the Notes for the Company by manual or facsimile signature.

            If an Officer whose signature is on a Note no longer holds that
office at the time the Trustee authenticates the Note, the Note shall be valid
nevertheless.

            A Note shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Note. The
signature shall be conclusive evidence that the Note has been authenticated
under this Indenture.

            The Trustee shall authenticate and make available for delivery Notes
as set forth in Appendix A.

            The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Notes. Any such appointment shall
be evidenced by an instrument signed by a Trust Officer, a copy of which shall
be furnished to the Company. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as any
Note Registrar, Paying Agent or agent for service of notices and demands.

            SECTION 2.04. Registrar and Paying Agent. (a) The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (the "NOTE REGISTRAR") and an office or agency where
Notes may be presented for payment (the "PAYING AGENT"). The Note Registrar
shall keep a register of the Notes and of their transfer and exchange (the "NOTE
REGISTER"). The Company may have one or more co-Note Registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent, and the term "Note Registrar" includes any co-Note Registrars. The

                                       12



Company initially appoints the Trustee as (i) Note Registrar and Paying Agent in
connection with the Notes and (ii) the Securities Custodian with respect to the
Global Notes.

            (b) The Company shall enter into an agency agreement with any Note
Registrar not a party to this Indenture, which shall incorporate the terms of
the Trust Indenture Act. The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall notify the Trustee of the
name and address of any such agent. If the Company fails to maintain a Note
Registrar, the Trustee shall act as such and shall be entitled to compensation
therefore pursuant to Section 7.07. The Company may change the Note Registrar
without prior notice to the holders of the Notes. The Company or any of its
domestically organized Wholly Owned Subsidiaries may act as Note Registrar.

            (c) If the Company shall appoint a Paying Agent other than the
Trustee, or if the Trustee shall appoint such a Paying Agent, the Company will
cause such Paying Agent to execute and deliver to the Trustee an instrument
which shall incorporate the terms of the Trust Indenture Act, which shall
implement the provisions of this Indenture that relate to such agent and in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 2.04:

            (i) that it will hold all sums held by it as such agent for the
      payment of the principal of or interest on the Notes (whether such sums
      have been paid to it by the Company or by any other obligor on the Notes)
      in trust for the benefit of the holders of the Notes;

            (ii) that it will give the Trustee notice of any failure by the
      Company (or by any other obligor on the Notes) to make any payment of the
      principal of or interest on the Notes when the same shall be due and
      payable; and

            (iii) that at any time during the continuance of an Event of
      Default, upon request of the Trustee, it will forthwith pay to the Trustee
      all sums so held in trust.

            The Company shall notify the Trustee of the name and address of any
such agent. If the Company fails to maintain a Paying Agent, the Trustee shall
act as such and shall be entitled to compensation therefor pursuant to Section
7.07. The Company may change the Paying Agent without prior notice to the
holders of the Notes. The Company or any of its Wholly Owned Subsidiaries may
act as Paying Agent.

            (d) The Trustee shall not be responsible for the actions of any
other Paying Agents (including the Company if acting as its own Paying Agent)
and shall have no control of any funds held by such other Paying Agents.

            (e) The Company may remove any Note Registrar or Paying Agent upon
written notice to such Note Registrar or Paying Agent and to the Trustee;
provided, however, that no such removal shall become effective until (i)
acceptance of an appointment by a successor as evidenced by an appropriate
agreement entered into by the Company and such successor Note Registrar or
Paying Agent, as the case may be, and delivered to the Trustee or (ii)
notification to the Trustee that the Trustee shall serve as Note Registrar or
Paying Agent until the

                                       13



appointment of a successor in accordance with clause (i) above. The Note
Registrar or Paying Agent may resign at any time upon written notice to the
Company and the Trustee.

            SECTION 2.05. Paying Agent to Hold Money in Trust. (a) Prior to or
on each due date of the principal of and interest on any Note, the Company shall
deposit with the Paying Agent (or if the Company or a Wholly Owned Subsidiary is
acting as Paying Agent, segregate and hold in trust for the benefit of the
Persons entitled thereto) a sum (in funds which are immediately available on the
due date for such payment) sufficient to pay such principal and interest when so
becoming due; provided that if such deposit is made on the due date, such
deposit shall be received by the Paying Agent by 10:00 a.m., New York City time,
on such date. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent (i) shall hold in trust for
the benefit of holders or the Trustee all money held by the Paying Agent for the
payment of principal of and interest on the Notes and (ii) shall notify the
Trustee of any default by the Company in making any such payment. If the Company
or a Wholly Owned Subsidiary of the Company acts as Paying Agent, it shall
segregate the money held by it as Paying Agent and hold it as a separate trust
fund.

            (b) Anything in this Section 2.05 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company or any Paying Agent hereunder
as required by this Section 2.05, such sums to be held by the Trustee under the
trusts herein contained and upon such payment by the Company or any Paying Agent
to the Trustee, the Company or such Paying Agent shall be released from all
further liability with respect to such sums.

            (c) Anything in this Section 2.05 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 2.05 is subject
to Sections 12.02 and 12.03.

            SECTION 2.06. Holder Lists. The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it of the
names and addresses of holders. If the Trustee is not the Note Registrar, the
Company shall furnish, or cause the Note Registrar to furnish, to the Trustee,
in writing at least five Business Days before each interest payment date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of holders.

            SECTION 2.07. Transfer and Exchange. The Notes shall be issued in
registered form and shall be transferable only upon the surrender of a Note for
registration of transfer and in compliance with Appendix A. When a Note is
presented to the Note Registrar with a request to register a transfer, the Note
Registrar shall register the transfer as requested if its requirements therefore
are met. When Notes are presented to the Note Registrar with a request to
exchange them for an equal principal amount of Notes of other denominations, the
Note Registrar shall make the exchange as requested if the same requirements are
met. To permit registration of transfers and exchanges, the Company shall
execute and the Trustee shall authenticate Notes at the Note Registrar's
request. The Company may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges in connection with any transfer or
exchange pursuant to this Section. The Company shall not be required to make and

                                       14



the Note Registrar need not register transfers or exchanges of Notes selected
for redemption (except, in the case of Notes to be redeemed in part, the portion
thereof not to be redeemed) or any Notes for a period of 15 days before a
selection of Notes to be redeemed.

            Prior to the due presentation for registration of transfer of any
Note, the Company, the Trustee, the Paying Agent and the Note Registrar may deem
and treat the Person in whose name a Note is registered as the absolute owner of
such Note for the purpose of receiving payment of principal of and interest, if
any, on such Note and for all other purposes whatsoever, whether or not such
Note is overdue, and none of the Company, the Trustee, the Paying Agent, or the
Note Registrar shall be affected by notice to the contrary.

            Any holder of a Global Note shall, by acceptance of such Global
Note, agree that transfers of beneficial interest in such Global Note may be
effected only through a book-entry system maintained by (a) the holder of such
Global Note (or its agent) or (b) any holder of a beneficial interest in such
Global Note, and that ownership of a beneficial interest in such Global Note
shall be required to be reflected in a book entry.

            All Notes issued upon any transfer or exchange pursuant to the terms
of this Indenture shall evidence the same debt and shall be entitled to the same
benefits under this Indenture as the Notes surrendered upon such transfer or
exchange.

            SECTION 2.08. Replacement Notes. If a mutilated Note is surrendered
to the Note Registrar or if the holder of a Note claims that the Note has been
lost, destroyed or wrongfully taken, the Company shall issue and the Trustee
shall authenticate a replacement Note if the requirements of Section 8-405 of
the Uniform Commercial Code are met, such that the holder (a) notifies the
Company or the Trustee within a reasonable time after such holder has notice of
such loss, destruction or wrongful taking and the Note Registrar does not
register a transfer prior to receiving such notification, (b) makes such request
to the Company or the Trustee prior to the Note being acquired by a protected
purchaser as defined in Section 8-303 of the Uniform Commercial Code (a
"PROTECTED PURCHASER") and (c) satisfies any other reasonable requirements of
the Trustee. If required by the Trustee or the Company, such holder shall
furnish an indemnity bond sufficient in the judgment of the Trustee to protect
the Company, the Trustee, the Paying Agent and the Note Registrar from any loss
that any of them may suffer if a Note is replaced. The Company and the Trustee
may charge the holder for their expenses in replacing a Note. In the event any
such mutilated, lost, destroyed or wrongfully taken Note has become or is about
to become due and payable, the Company in its discretion may pay such Note
instead of issuing a new Note in replacement thereof.

            Every replacement Note is an additional obligation of the Company.

            The provisions of this Section 2.08 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

            SECTION 2.09. Outstanding Notes. Notes outstanding at any time are
all Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancelation and those described in this Section as not
outstanding. Subject to Section 8.04, a

                                       15



Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

            If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Note is held by a protected purchaser.

            If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date money sufficient to
pay all principal and interest payable on that date with respect to the Notes
(or portions thereof) to be redeemed or maturing, as the case may be, then on
and after that date such Notes (or portions thereof) cease to be outstanding and
interest on them ceases to accrue.

            SECTION 2.10. Temporary Notes. In the event that Definitive Notes
are to be issued under the terms of this Indenture, until such Definitive Notes
are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of Definitive Notes but may have variations that the Company considers
appropriate for temporary Notes. Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate Definitive Notes and deliver them in
exchange for temporary Notes upon surrender of such temporary Notes at the
office or agency of the Company, without charge to the holder.

            SECTION 2.11. Cancelation. The Company at any time may deliver Notes
to the Trustee for cancelation. The Note Registrar and the Paying Agent shall
forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment or cancelation
and shall dispose of canceled Notes in accordance with its customary procedures
or deliver canceled Notes to the Company pursuant to written direction by an
Officer. The Company may not issue new Notes to replace Notes it has redeemed,
paid or delivered to the Trustee for cancelation. The Trustee shall not
authenticate Notes in place of canceled Notes other than pursuant to the terms
of this Indenture.

            SECTION 2.12. Defaulted Interest. If the Company defaults in a
payment of interest on the Notes, the Company shall pay the Defaulted Interest
(plus interest payable on such Defaulted Interest to the extent lawful) in any
lawful manner. The Company may pay the Defaulted Interest to the Persons who are
holders on a subsequent special record date. The Company shall fix or cause to
be fixed any such special record date and payment date to the reasonable
satisfaction of the Trustee and shall promptly mail or cause to be mailed to
each holder a notice that states the special record date, the payment date and
the amount of Defaulted Interest to be paid.

            SECTION 2.13. CUSIP and ISIN Numbers. The Company in issuing the
Notes may use "CUSIP" and ISIN numbers (if then generally in use) and, if so,
the Trustee shall use "CUSIP" and ISIN numbers in notices of redemption as a
convenience to holders; provided, however, that any such notice may state that
no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and

                                       16



any such redemption shall not be affected by any defect in or omission of such
numbers. The Company shall promptly notify the Trustee of any change in the
"CUSIP" numbers.

                                    ARTICLE 3
                       REDEMPTION AND REPURCHASE OF NOTES

            SECTION 3.01. Company's Right to Redeem. Prior to June 20, 2008, the
Notes will not be redeemable at the Company's option. At any time on or after
June 20, 2008 and prior to Stated Maturity, the Company, at its option, may
redeem the Notes in accordance with the provisions of Sections 3.02 and 3.03 on
the Redemption Date for cash, in whole or in part, at the redemption price
applicable to the period set forth below during which such Redemption Date
occurs (the "REDEMPTION PRICE"), expressed as a percentage of the principal
amount of the Notes to be redeemed, together in each case with accrued and
unpaid interest on the Notes redeemed to (but excluding) the Redemption Date,
subject to the rights of holders of the Notes on the relevant Regular Record
Date to receive interest on the relevant Interest Payment Date:



                    Period                                     Redemption Price
                    ------                                     ----------------
                                                            
Beginning June 20, 2008 and ending on June 14, 2009                101.714%
Beginning June 15, 2009 and ending on June 14, 2010                101.143%
Beginning June 15, 2010 and ending on June 14, 2011                100.571%
Beginning June 15, 2011 and thereafter                             100.000%


            SECTION 3.02. Notice of Optional Redemption; Selection of Notes. (a)
In case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Notes pursuant to Section 3.01, it shall fix a date
for redemption (the "REDEMPTION DATE") and it or, at its written request
received by the Trustee not fewer than forty-five (45) days prior (or such
shorter period of time as may be acceptable to the Trustee) to the Redemption
Date, the Trustee in the name of and at the expense of the Company, shall mail
or cause to be mailed a notice of such redemption (a "REDEMPTION NOTICE") not
fewer than thirty (30) nor more than sixty (60) days prior to the Redemption
Date to each holder of Notes so to be redeemed at its last address as the same
appears on the Note Register; provided that if the Company shall give such
notice, it shall also give written notice of the Redemption Date to the Trustee.
Such mailing shall be by first class mail. The notice, if mailed in the manner
herein provided, shall be conclusively presumed to have been duly given, whether
or not the holder receives such notice. In any case, failure to give such notice
by mail or any defect in the notice to the holder of any Note designated for
redemption shall not affect the validity of the proceedings for the redemption
of any other Note. Concurrently with the mailing of any such Redemption Notice,
the Company shall issue a press release announcing such redemption, the form and
content of which press release shall be determined by the Company in its sole
discretion. The failure to issue any such press release or any defect therein
shall not affect the validity of the Redemption Notice or any of the proceedings
for the redemption of any Note called for redemption.

            (b) Each such Redemption Notice shall specify the aggregate
principal amount of Notes to be redeemed, the CUSIP number or numbers of the
Notes being redeemed, the Redemption Date (which shall be a Business Day), the
Redemption Price at which Notes are

                                       17



to be redeemed, the place or places of payment, that payment will be made upon
presentation and surrender of such Notes, that interest accrued to the
Redemption Date will be paid as specified in said notice, and that on and after
said date interest thereon or on the portion thereof to be redeemed will cease
to accrue. Such notice shall also state the current Conversion Rate and the date
on which the right to convert such Notes or portions thereof (in the case of a
redemption pursuant to Section 3.01) into Common Stock will expire (which date
shall not be later than the close of business on the second Business Day prior
to the Redemption Date). In case any Note is to be redeemed in part only
pursuant to Section 3.01, the Redemption Notice shall state the portion of the
principal amount thereof to be redeemed and shall state that, on and after the
Redemption Date, upon surrender of such Note, a new Note or Notes in principal
amount equal to the unredeemed portion thereof will be issued.

            (c) On or prior to the Redemption Date specified in the Redemption
Notice given as provided in this Section 3.02, the Company will deposit with the
Trustee or with one or more Paying Agents (or, if the Company is acting as its
own Paying Agent, set aside, segregate and hold in trust as provided in Section
2.05) an amount of money in immediately available funds sufficient to redeem on
the Redemption Date all the Notes (or portions thereof in the case of a
redemption pursuant to Section 3.01) so called for redemption (other than those
theretofore surrendered for conversion into Common Stock) at the appropriate
Redemption Price; provided that if such payment is made on the Redemption Date,
it must be received by the Trustee or Paying Agent, as the case may be, by 10:00
a.m., New York City time, on such date. The Company shall be entitled to retain
any interest, yield or gain on amounts deposited with the Trustee or any Paying
Agent pursuant to this Section 3.02(c) in excess of amounts required hereunder
to pay the Redemption Price and accrued interest to, but excluding, the
Redemption Date. If any Note called for redemption is converted pursuant hereto
prior to such Redemption Date, any money deposited with the Trustee or any
Paying Agent or so segregated and held in trust for the redemption of such Note
shall be paid to the Company upon its written request, or, if then held by the
Company, shall be discharged from such trust. Whenever any Notes are to be
redeemed, the Company will give the Trustee written notice in the form of an
Officer's Certificate not fewer than thirty-five (35) days (or such shorter
period of time as may be reasonably acceptable to the Trustee) prior to the
Redemption Date as to the aggregate principal amount of Notes to be redeemed.

            (d) If less than all of the outstanding Notes are to be redeemed
(pursuant to Section 3.01), the Trustee shall select the Notes or portions
thereof of the Global Note or the Notes in certificated form to be redeemed (in
principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or
by another method the Trustee deems fair and appropriate. If any Note selected
for partial redemption is submitted for conversion in part after such selection,
the portion of such Note submitted for conversion shall be deemed (so far as may
be possible) to be from the portion selected for redemption. The Notes (or
portions thereof) so selected shall be deemed duly selected for redemption for
all purposes hereof, notwithstanding that any such Note is submitted for
conversion in part before the mailing of the Redemption Notice.

            Upon any redemption of less than all of the outstanding Notes, the
Company and the Trustee may (but need not), solely for purposes of determining
the pro rata allocation among such Notes as are unconverted and outstanding at
the time of redemption, treat as outstanding any Notes surrendered for
conversion during the period of fifteen (15) days next preceding the

                                       18



mailing of a Redemption Notice and may (but need not) treat as outstanding any
Note authenticated and delivered during such period in exchange for the
unconverted portion of any Note converted in part during such period.

            SECTION 3.03. Payment of Notes Called for Redemption by the Company.
If notice of redemption has been given as provided in Section 3.02, the Notes or
portion of Notes with respect to which such notice has been given shall, unless
converted into Common Stock pursuant to the terms hereof, become due and payable
on the Redemption Date and at the place or places stated in such notice at the
applicable Redemption Price, and on and after the Redemption Date (unless the
Company shall default in the payment of such Notes at the Redemption Price)
interest on the Notes or portion of Notes so called for redemption shall cease
to accrue and, after the close of business on the second Business Day
immediately preceding the Redemption Date (unless the Company shall default in
the payment of such Notes at the Redemption Price), such Notes shall cease to be
convertible into Common Stock and to be entitled to any benefit or security
under this Indenture, and the holders thereof shall have no right in respect of
such Notes except the right to receive the Redemption Price thereof. On
presentation and surrender of such Notes at a place of payment in said notice
specified, the said Notes or the specified portions thereof shall be paid and
redeemed by the Company at the applicable Redemption Price; provided that if the
applicable Redemption Date is an Interest Payment Date, the interest payable on
such Interest Payment Date shall be paid on such Interest Payment Date to the
holders of record of such Notes on the applicable record date instead of the
holders surrendering such Notes for redemption on such date.

            Upon presentation of any Note redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to the holder thereof, at the expense of the Company, a new Note or Notes, of
authorized denominations, in principal amount equal to the unredeemed portion of
the Notes so presented.

            Notwithstanding the foregoing, the Trustee shall not redeem any
Notes or mail any Redemption Notice during the continuance of a default in
payment of interest on the Notes. If any Note called for redemption shall not be
so paid upon surrender thereof for redemption, the principal shall, until paid
or duly provided for, continue to bear interest at the rate borne by the Note,
compounded semiannually, and such Note shall remain convertible into Common
Stock until the principal and interest shall have been paid or duly provided
for.

            SECTION 3.04. Repurchase of Notes by the Company at Option of
Holders upon a Designated Event. (a) If a Designated Event shall occur at any
time prior to Stated Maturity, each holder shall have the right, at such
holder's option, to require the Company to repurchase all of such holder's
Notes, or any portion thereof that is a multiple of $1,000 principal amount, on
the date specified in the Designated Event Repurchase Notice (the "DESIGNATED
EVENT REPURCHASE DATE"), which date shall be no more than thirty-five (35) days
after the Designated Event Notice Date (as defined in paragraph (b) below),
subject to extension to comply with applicable law. The Company shall repurchase
such Notes at a price (the "DESIGNATED EVENT REPURCHASE PRICE") equal to 100% of
the principal amount thereof plus any accrued and unpaid interest to but
excluding the Designated Event Repurchase Date plus, in the case of a
Fundamental Change that constitutes a Change of Control, the Make Whole Premium
(if any); provided that if such Designated Event Repurchase Date falls on an
Interest Payment

                                       19



Date, then the interest payable on such Interest Payment Date shall be paid to
the holders of record of the Notes on the applicable record date instead of the
holders surrendering the Notes for repurchase on such date.

            The Company's obligation to repurchase all or a portion of a
holder's Notes under this Section 3.04 shall be satisfied if a third party makes
the offer to repurchase the Notes at the Designated Event Repurchase Price in
the manner and at the times and otherwise in compliance in all material respects
with the requirements set out in this Section 3.04, such third party purchases
all Notes properly tendered and not withdrawn and such third party complies with
the obligations of the Company in connection herewith.

            (b) On or before the fifth (5th) Trading Day after the occurrence of
a Designated Event, the Company, or at its written request the Trustee in the
name of and at the expense of the Company (which request must be received by the
Trustee at least three (3) Business Days prior to the date the Trustee is
requested to give notice as described below, unless the Trustee shall agree to a
shorter period), shall mail or cause to be mailed (the date of such mailing,
"DESIGNATED EVENT NOTICE DATE"), by first class mail, a notice (the "DESIGNATED
EVENT REPURCHASE NOTICE") to each holder of record of Notes on such date at its
last address as the same appears on the Note Register of the occurrence of such
Designated Event and of the repurchase right at the option of the holders
arising as a result thereof to each holder of Notes at its last address as the
same appears on the Note Register; provided that if the Company shall give such
notice, it shall also give written notice of the Designated Event to the Trustee
and the Paying Agent at such time as it is mailed to Noteholders. Such notice,
if mailed in the manner herein provided, shall be conclusively presumed to have
been duly given, whether or not the holder receives such notice. Each Designated
Event Repurchase Notice shall state:

            (i) the Designated Event Repurchase Price, excluding accrued and
      unpaid interest, the applicable Conversion Rate at the time of such notice
      (and any applicable adjustments to the Conversion Rate) and, to the extent
      known at the time of such notice, the amount of interest that will be
      payable with respect to the Notes on the Designated Event Repurchase Date;

            (ii) the events causing the Designated Event and the date of the
      Designated Event;

            (iii) the Designated Event Repurchase Date;

            (iv) the last date on which a holder may exercise the repurchase
      right;

            (v) the name and address of the Paying Agent and the Conversion
      Agent;

            (vi) that Notes as to which a Designated Event Repurchase Election
      has been given by the holder may be converted only if the election has
      been withdrawn by the holder in accordance with the terms of this
      Indenture; provided that the Notes are otherwise convertible in accordance
      with Section 14.01;

            (vii) that the holder shall have the right to withdraw any
      repurchase election (in whole or part) and any Notes surrendered prior to
      the close of business on the

                                       20



      Business Day immediately preceding the Designated Event Repurchase Date
      (or any such later time as may be required by applicable law);

            (viii) that Notes must be surrendered to the Paying Agent for
      cancelation to collect payment;

            (ix) a description of the procedure which a Noteholder must follow
      to exercise such repurchase right or to withdraw any surrendered Notes;

            (x) the CUSIP number or numbers of the Notes (if then generally in
      use); and

            (xi) the Conversion Price and any adjustments thereto (including the
      Make Whole Premium, if any) and briefly, the conversion rights of the
      Notes and whether, at the time of such notice, the Notes are eligible for
      conversion.

            In connection with providing the Designated Event Repurchase Notice,
the Company shall publish a notice containing the information contained in such
Designated Event Repurchase Notice in a newspaper of general circulation in The
City of New York or publish the information on the Company's website or through
such other public medium as the Company may use at that time.

            No failure of the Company to give the foregoing notices and no
defect therein shall limit the Noteholders' repurchase rights or affect the
validity of the proceedings for the repurchase of the Notes pursuant to this
Section 3.04.

            (c) Notes shall be repurchased pursuant to this Section 3.04 at the
option of the holder upon:

            (i) delivery to the Trustee (or other Paying Agent appointed by the
      Company) by a holder of a duly completed notice (a "DESIGNATED EVENT
      REPURCHASE ELECTION") in the form set forth on the reverse of the Note at
      any time prior to the close of business on the third Business Day
      immediately preceding the Designated Event Repurchase Date (subject to
      extension by applicable law) stating:

                  (a) if certificated, the certificate numbers of the Notes
            which the holder shall deliver to be repurchased;

                  (b) the portion of the principal amount of the Notes that the
            holder shall deliver to be repurchased, which portion must be $1,000
            or an integral multiple thereof; and

                  (c) that such Notes shall be repurchased as of the Designated
            Event Repurchase Date pursuant to the terms and conditions specified
            in the Notes and in the Indenture; and

            (ii) delivery or book-entry transfer of the Notes to the Trustee (or
      other Paying Agent appointed by the Company) simultaneously with or at any
      time after delivery of the Designated Event Repurchase Election (together
      with all necessary

                                       21



      endorsements) at the office of the Trustee (or other Paying Agent
      appointed by the Company) in the Borough of Manhattan, such delivery or
      transfer being a condition to receipt by the holder of the Designated
      Event Repurchase Price therefor; provided that such Designated Event
      Repurchase Price shall be so paid pursuant to this Section 3.04 only if
      the Notes so delivered or transferred to the Trustee (or other Paying
      Agent appointed by the Company) shall conform in all respects to the
      description thereof in the related Designated Event Repurchase Election.
      All questions as to the validity, eligibility (including time of receipt)
      and acceptance of any Note for repurchase shall be determined by the
      Company, whose determination shall be final and binding absent manifest
      error.

            SECTION 3.05. Repurchase of Notes by the Company at Option of
Holders on Specified Dates. (a) On each of June 15, 2011, June 15, 2014, June
15, 2019, June 15, 2024 and June 15, 2029 (each, a "COMPANY REPURCHASE DATE"),
each holder shall have the right, at such holder's option, to require the
Company to repurchase all of such holder's Notes, or any portion thereof that is
a multiple of $1,000 principal amount. The Company shall repurchase such Notes
at a price (the "COMPANY REPURCHASE PRICE") equal to 100% of the principal
amount thereof plus any accrued and unpaid interest to but excluding the Company
Repurchase Date; provided that if such Company Repurchase Date falls on an
Interest Payment Date, then the interest payable on such Interest Payment Date
shall be paid to the holders of record of the Notes on the applicable record
date instead of the holders surrendering the Notes for repurchase on such date.

            (b) On or before the twentieth (20th) Business Day prior to each
Company Repurchase Date (the "COMPANY NOTICE DATE"), the Company, or at its
written request the Trustee in the name of and at the expense of the Company
(which request must be received by the Trustee at least three (3) Business Days
prior to the date the Trustee is requested to give notice as described below),
unless the Trustee shall agree to a shorter period), shall mail or cause to be
mailed, by first class mail, a notice (the "COMPANY REPURCHASE NOTICE") to each
holder of record of Notes on such date at its last address as the same appears
on the Note Register; provided that if the Company shall give such notice, it
shall also give written notice to the Trustee and the Paying Agent at such time
as it is mailed to Noteholders. Such notice, if mailed in the manner herein
provided, shall be conclusively presumed to have been duly given, whether or not
the holder receives such notice. Each Company Repurchase Notice shall state:

            (i) the Company Repurchase Price, excluding accrued and unpaid
      interest, the applicable Conversion Rate at the time of such notice (and
      any applicable adjustments to the Conversion Rate) and, to the extent
      known at the time of such notice, the amount of interest that will be
      payable with respect to the Notes on the Company Repurchase Date;

            (ii) the Company Repurchase Date;

            (iii) the last date on which a holder may exercise the repurchase
      right;

            (iv) the name and address of the Paying Agent and the Conversion
      Agent;

            (v) that Notes as to which a Company Repurchase Election has been
      given by the holder may be converted only if the election has been
      withdrawn by the holder in

                                       22



      accordance with the terms of this Indenture; provided that the Notes are
      otherwise convertible in accordance with Section 14.01;

            (vi) that the holder shall have the right to withdraw any Notes
      surrendered prior to the close of business on the Business Day immediately
      preceding the Company Repurchase Date (or any such later time as may be
      required by applicable law);

            (vii) that Notes must be surrendered to the Paying Agent for
      cancellation to collect payment;

            (viii) that the Company Repurchase Price for any Note as to which a
      Company Repurchase Notice has been given and not withdrawn will be paid
      promptly following the later of the Company Repurchase Date and the time
      of surrender of such Note as described in clause (v) above;

            (ix) a description of the procedure which a Noteholder must follow
      to exercise such repurchase right or to withdraw any surrendered Notes;

            (x) the CUSIP number or numbers of the Notes (if then generally in
      use); and

            (xi) briefly, the conversion rights of the Notes and whether, at the
      time of such notice, the Notes are eligible for conversion.

            On or prior to the Company Notice Date, the Company shall publish a
notice containing substantially the same information that is required in the
Company Repurchase Notice in a newspaper of general circulation in The City of
New York, or publish such information on the Company's website or through such
other public medium as the Company may use at such time.

            No failure of the Company to give the foregoing notices and no
defect therein shall limit the Noteholders' repurchase rights or affect the
validity of the proceedings for the repurchase of the Notes pursuant to this
Section 3.05.

            (c) Notes shall be repurchased pursuant to this Section 3.05 at the
option of the holder upon:

            (i) delivery to the Trustee (or other Paying Agent appointed by the
      Company) by a holder of a duly completed notice (a "COMPANY REPURCHASE
      ELECTION") in the form set forth on the reverse of the Note at any time
      from the opening of business on the twentieth (20th) Business Day
      preceding the Company Repurchase Date until the close of business on the
      third Business Day immediately preceding the Company Repurchase Date
      stating:

                  (1) if certificated, the certificate numbers of the Notes
            which the holder shall deliver to be repurchased;

                                       23



                  (2) the portion of the principal amount of the Notes that the
            holder shall deliver to be repurchased, which portion must be $1,000
            or an integral multiple thereof; and

                  (3) that such Notes shall be repurchased as of the Company
            Repurchase Date pursuant to the terms and conditions specified in
            the Notes and in this Indenture; and

            (ii) delivery or book-entry transfer of the Notes to the Trustee (or
      other Paying Agent appointed by the Company) simultaneously with or at any
      time after delivery of the Company Repurchase Election (together with all
      necessary endorsements) at the office of the Trustee (or other Paying
      Agent appointed by the Company) in the Borough of Manhattan, such delivery
      or transfer being a condition to receipt by the holder of the Company
      Repurchase Price therefore; provided that such Company Repurchase Price
      shall be so paid pursuant to this Section 3.05 only if the Notes so
      delivered or transferred to the Trustee (or other Paying Agent appointed
      by the Company) shall conform in all respects to the description thereof
      in the related Company Repurchase Election. All questions as to the
      validity, eligibility (including time of receipt) and acceptance of any
      Note for repurchase shall be determined by the Company, whose
      determination shall be final and binding absent manifest error.

            SECTION 3.06. Company's Manner of Payment of Repurchase Price. (a)
The Notes to be repurchased by the Company on any Repurchase Date pursuant to
Section 3.04 or Section 3.05, must be paid for in U.S. legal tender ("cash").

            (b) At least three (3) Business Days before the date of any
Repurchase Notice, the Company shall deliver an Officer's Certificate to the
Trustee specifying:

            (i) the information required to be included in the Repurchase
      Notice; and

            (ii) whether the Company desires the Trustee to give the Repurchase
      Notice required.

            SECTION 3.07. Conditions and Procedures for Repurchase at Option of
Holders. (a) The Company shall repurchase from the holder thereof, pursuant to
Section 3.04 or Section 3.05, a portion of a Note, if the principal amount of
such portion is $1,000 or a whole multiple of $1,000. Provisions of this
Indenture that apply to the repurchase of all of a Note also apply to the
repurchase of such portion of such Note. Upon presentation of any Note
repurchased in part only, the Company shall execute and the Trustee shall
authenticate and make available for delivery to the holder thereof, at the
expense of the Company, a new Note or Notes, of any authorized denomination, in
aggregate principal amount equal to the portion of the Notes presented that is
not repurchased.

            (b) On or prior to a Repurchase Date, the Company will deposit with
the Trustee or with one or more Paying Agents (or, if the Company is acting as
its own Paying Agent, set aside, segregate and hold in trust as provided in
Section 2.05) an amount of cash sufficient to repurchase on the Repurchase Date
all the Notes or portions thereof to be

                                       24



repurchased on such date at the Repurchase Price; provided that if such deposit
is made on the Repurchase Date, it must be received by the Trustee or Paying
Agent, as the case may be, by 10:00 a.m., New York City time, on such date.

            If the Trustee or other Paying Agent appointed by the Company, or
the Company or an Affiliate of the Company, if it or such Affiliate is acting as
the Paying Agent, holds cash sufficient to pay the aggregate Repurchase Price of
all the Notes or portions thereof that are to be repurchased as of the
Repurchase Date, on the Business Day following the Repurchase Date, (i) such
Notes will cease to be outstanding, (ii) interest on such Notes will cease to
accrue and (iii) all other rights of the holders of such Notes will terminate,
whether or not book-entry transfer of the Notes has been made or the Notes have
been delivered to the Trustee or Paying Agent, other than the right to receive
the Repurchase Price upon delivery of the Notes.

            (c) Upon receipt by the Trustee (or other Paying Agent appointed by
the Company) of a Repurchase Election, the holder of the Note in respect of
which such Repurchase Election was given shall (unless such notice is validly
withdrawn) thereafter be entitled to receive solely the Repurchase Price with
respect to such Note. Such Repurchase Price shall be paid to such holder,
subject to receipt of funds and/or Notes by the Trustee (or other Paying Agent
appointed by the Company), promptly (but in no event more than five (5) Business
Days) following the later of (x) the Repurchase Date with respect to such Note
(provided that the holder has satisfied the conditions in Section 3.04(c) or
Section 3.05, applicable) and (y) the time of delivery of such Note to the
Trustee (or other Paying Agent appointed by the Company) by the holder thereof
in the manner required by Section 3.04(c) or Section 3.05(c), as applicable.
Notes in respect of which a Repurchase Election has been given by the holder
thereof may not be converted pursuant to Article 14 hereof on or after the date
of the delivery of such Repurchase Election unless such notice has first been
validly withdrawn.

            (d) Notwithstanding anything herein to the contrary, any holder
delivering to the office of the Trustee (or other Paying Agent appointed by the
Company) a Repurchase Election shall have the right to withdraw such election at
any time prior to the close of business on the Business Day preceding the
Repurchase Date (or any such later time as may be required by applicable law) by
delivery of a written notice of withdrawal to the Trustee (or other Paying Agent
appointed by the Company) specifying:

            (i) the certificate number, if any, of the Note in respect of which
      such notice of withdrawal is being submitted, or the appropriate
      Depositary information if the Note in respect of which such notice of
      withdrawal is being submitted is represented by a Global Note,

            (ii) the principal amount of the Note with respect to which such
      notice of withdrawal is being submitted, and

            (iii) the principal amount, if any, of such Note which remains
      subject to the original Repurchase Election and which has been or will be
      delivered for repurchase by the Company.

                                       25



            The Trustee (or other Paying Agent appointed by the Company) shall
promptly notify the Company of the receipt by it of any Repurchase Election or
written notice of withdrawal thereof.

            (e) The Company will comply with the provisions of Rule 13e-4 and
any other tender offer rules under the Exchange Act to the extent then
applicable in connection with the repurchase rights of the holders of Notes in
the event of a Designated Event or on any Company Repurchase Date. If then
required by applicable law, the Company will file a Schedule TO or any other
schedule required in connection with such repurchase.

            (f) There shall be no repurchase of any Notes pursuant to Section
3.04 or Section 3.05 if there has occurred at any time prior to, and is
continuing on, the Repurchase Date an Event of Default (other than an Event of
Default that is cured by the payment of the Repurchase Price with respect to
such Notes). The Paying Agent will promptly return to the respective holders
thereof any Notes (x) with respect to which a Repurchase Election has been
withdrawn in compliance with this Indenture or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Repurchase Price with respect to such Notes) in which case, upon such return,
the Repurchase Election with respect thereto shall be deemed to have been
withdrawn.

            (g) The Trustee (or other Paying Agent appointed by the Company)
shall return to the Company any cash that remains unclaimed as provided in
Section 12.03, for the payment of the Repurchase Price; provided that, to the
extent that the aggregate amount of cash deposited by the Company pursuant to
Section 3.07(b) exceeds the aggregate Repurchase Price of the Notes or portions
thereof which the Company is obligated to purchase as of the Repurchase Date,
then, unless otherwise agreed in writing with the Company, promptly after the
Business Day following the Repurchase Date, the Trustee shall return any such
excess to the Company.

            (h) In the case of a reclassification, change, consolidation,
merger, combination, sale or conveyance to which Section 14.06 applies, in which
the Common Stock of the Company is changed or exchanged as a result into the
right to receive stock, securities or other property or assets (including cash),
which includes shares of Common Stock of the Company or shares of common stock
of another Person that are, or upon issuance will be, traded on a United States
national securities exchange or approved for trading on an established automated
over-the-counter trading market in the United States and such shares constitute
at the time such change or exchange becomes effective in excess of 50% of the
aggregate fair market value of such stock, securities or other property or
assets (including cash) (as determined by the Company, which determination shall
be conclusive and binding), then the Person formed by such consolidation or
resulting from such merger or which acquires such assets, as the case may be,
shall execute and deliver to the Trustee a supplemental indenture (accompanied
by an Opinion of Counsel that such supplemental indenture complies with the
Trust Indenture Act as in force at the date of execution of such supplemental
indenture) modifying the provisions of this Indenture relating to the right of
holders of the Notes to cause the Company to repurchase the Notes following a
Designated Event, including, without limitation, the applicable provisions of
this Article 3 and the definitions of Common Stock, Designated Event and
Fundamental Change, as appropriate, as determined in good faith by the Company
(which determination shall be

                                       26



conclusive and binding), to make such provisions apply to such other Person if
different from the Company and the common stock issued by such Person (in lieu
of the Company and the Common Stock of the Company).

                                    ARTICLE 4
                            COVENANTS OF THE COMPANY

            SECTION 4.01. Payment of Principal and Interest. The Company
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of (including any Redemption Price or Repurchase Price pursuant to
Article 3) and any premium and interest on each of the Notes at the places, at
the respective times and in the manner provided herein and in the Notes.
Principal of (including any Redemption Price or Repurchase Price) and the
premium (if any) and interest on each Note shall be considered paid on the date
due if the Paying Agent, if other than the Company or a Wholly Owned Subsidiary,
holds as of 10:00 a.m., New York City time, on the due date money deposited by
or on behalf of the Company in immediately available funds and designated for
and sufficient to pay all such principal and interest. The Company shall pay
interest on overdue principal at the rate specified in the Notes, and shall pay
interest on overdue installments of interest at the same rate, to the extent
lawful.

            SECTION 4.02. Maintenance of Office or Agency. The Company will
maintain an office or agency in the Borough of Manhattan, The City of New York,
where the Notes may be surrendered for registration of transfer or exchange or
for presentation for payment or for conversion, redemption or repurchase and
where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency not designated or appointed by the Trustee. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the office of the Trustee in the
Borough of Manhattan, The City of New York, which office shall be located at the
office of The Depository Trust Company.

            The Company may also from time to time designate co-registrars and
one or more offices or agencies where the Notes may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations. The Company will give prompt written notice of any such
designation or rescission and of any change in the location of any such other
office or agency.

            The Company hereby initially designates the Trustee as Paying Agent,
Note Registrar, Custodian and Conversion Agent, and each of the Corporate Trust
Office and the office or agency of the Trustee in the Borough of Manhattan shall
be considered as one such office or agency of the Company for each of the
aforesaid purposes.

            So long as the Trustee is the Note Registrar, the Trustee agrees to
mail, or cause to be mailed, the notices set forth in Section 7.08(a) and in
Section 7.08(c). If co-registrars have been appointed in accordance with this
Section, the Trustee shall mail such notices only to the Company and the holders
of Notes it can identify from its records.

                                       27



            SECTION 4.03. Existence. Subject to Article 11, the Company will do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and rights (charter and statutory); provided that
the Company shall not be required to preserve any such right if the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and that the loss thereof is not adverse
in any material respect to the Noteholders.

            SECTION 4.04. Rule 144A Information Requirement. Within the period
prior to the expiration of the holding period applicable to sales thereof under
Rule 144(k) under the Securities Act (or any successor provision), the Company
covenants and agrees that it shall, during any period in which it is not subject
to Section 13 or 15(d) under the Exchange Act, make available to any holder or
beneficial holder of Notes or any Common Stock issued upon conversion thereof
which continue to be Restricted Securities in connection with any sale thereof
and any prospective purchaser of Notes or such Common Stock designated by such
holder or beneficial holder, the information required pursuant to Rule
144A(d)(4) under the Securities Act upon the request of any holder or beneficial
holder of the Notes or such Common Stock and it will take such further action as
any holder or beneficial holder of such Notes or such Common Stock may
reasonably request, all to the extent required from time to time to enable such
holder or beneficial holder to sell its Notes or Common Stock without
registration under the Securities Act within the limitation of the exemption
provided by Rule 144A, as such Rule may be amended from time to time.

            SECTION 4.05. Stay, Extension and Usury Laws. The Company covenants
(to the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or
forgive the Company from paying all or any portion of the principal of or
interest on the Notes as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this Indenture and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

            SECTION 4.06. Compliance Certificate. The Company shall deliver to
the Trustee, within one hundred twenty (120) days after the end of each fiscal
year of the Company (which fiscal year of the Company is presently the 12
calendar months ending December 31), a certificate signed by either the
principal executive officer, principal financial officer, principal accounting
officer or treasurer of the Company, stating whether or not, to the best
knowledge of the signer thereof, the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such defaults
and the nature and the status thereof of which the signer may have knowledge.

            The Company will deliver to the Trustee, promptly upon becoming
aware of (i) any default in the performance or observance of any covenant,
agreement or condition contained in this Indenture, or (ii) any Event of
Default, an Officer's Certificate specifying with

                                       28



particularity such default or Event of Default and further stating what action
the Company has taken, is taking or proposes to take with respect thereto.

            Any notice required to be given under this Section 4.06 shall be
delivered to a Trust Officer of the Trustee at its Corporate Trust Office.

            SECTION 4.07. Liquidated Damages Notice. (a) In the event that the
Company is required to pay Liquidated Damages to holders of Notes pursuant to
the Registration Rights Agreement, the Company will provide written notice
("LIQUIDATED DAMAGES NOTICE") to the Trustee of its obligation to pay Liquidated
Damages no later than fifteen (15) days prior to the proposed payment date for
the Liquidated Damages, and the Liquidated Damages Notice shall set forth the
amount of Liquidated Damages to be paid by the Company on such payment date. The
Trustee shall not at any time be under any duty or responsibility to any holder
of Notes to determine the Liquidated Damages, or with respect to the nature,
extent or calculation of the amount of Liquidated Damages when made, or with
respect to the method employed in such calculation of the Liquidated Damages.

                                    ARTICLE 5
                             REPORTS BY THE COMPANY

            SECTION 5.01. Reports by the Company. The Company shall file with
the Trustee (and the Commission if at any time after the Indenture becomes
qualified under the Trust Indenture Act), and transmit to holders of Notes, such
information, documents and other reports and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to such Act, whether or not the Notes are governed by such
Act; provided that any such information, documents or reports required to be
filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
shall be filed with the Trustee within fifteen (15) days after the same is so
required to be filed with the Commission. Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the
Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on an Officer's
Certificate).

                                    ARTICLE 6
         REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT

            SECTION 6.01. Events of Default. In case one or more of the
following events (each, an "EVENT OF DEFAULT") (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) shall
have occurred and be continuing:

            (a) default in the payment of any installment of interest upon any
of the Notes as and when the same shall become due and payable, and continuance
of such default for a period of thirty (30) days; or

                                       29



            (b) default in the payment of the principal of, or premium (if any)
on, any of the Notes as and when the same shall become due and payable either at
maturity or in connection with any redemption or repurchase, in each case
pursuant to Article 3, by acceleration or otherwise; or

            (c) default in the Company's obligation to convert the Notes upon
the exercise of a holder's rights pursuant to Article 14 and that default
continues for 10 days or more; or

            (d) failure to provide notice of the right to require the Company to
repurchase the Notes following the occurrence of a Designated Event within the
time required by Section 3.04 to give such notice; or

            (e) failure on the part of the Company to comply with or observe in
any material respect any other covenant or agreement on the part of the Company
in the Notes or in this Indenture (other than a covenant, warrant or agreement a
default in whose performance or whose breach is elsewhere in this Section 6.01
specifically dealt with) continued for a period of sixty (60) days after the
date on which written notice of such failure, requiring the Company to remedy
the same, shall have been given to the Company by the Trustee, or to the Company
and a Trust Officer of the Trustee by the holders of at least 25% in aggregate
principal amount of the Notes at the time outstanding determined in accordance
with Section 8.04; or

            (f) failure by the Company or any Significant Subsidiary to pay any
indebtedness (other than indebtedness owing to the Company or a Significant
Subsidiary) within any applicable grace period after final maturity or the
acceleration of any such Indebtedness by the holders thereof because of a
default if the total amount of such indebtedness unpaid or accelerated exceeds
$50.0 million or its foreign currency equivalent; or

            (g) the rendering of any final nonappealable judgment or decree (not
covered by insurance) for the payment of money in excess of $50.0 million or its
foreign currency equivalent (treating any deductibles, self-insurance or
retention as not so covered) against the Company or a Significant Subsidiary if
such final judgment or decree remains outstanding and is not satisfied,
discharged or waived within a period of 60 days following such judgment; or

            (h) the Company or any of its Significant Subsidiaries shall
commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to the Company or any of its
Significant Subsidiaries or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of the Company or any
of its Significant Subsidiaries or any substantial part of the property of the
Company or any of its Significant Subsidiaries, or shall consent to any such
relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against the Company or any of its
Significant Subsidiaries, or shall make a general assignment for the benefit of
creditors, or shall fail generally to pay its debts as they become due; or

            (i) an involuntary case or other proceeding shall be commenced
against the Company or any of its Significant Subsidiaries seeking liquidation,
reorganization or other relief

                                       30



with respect to the Company or any of its Significant Subsidiaries or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of the Company or any of its Significant Subsidiaries, or
any substantial part of the property of the Company, and such involuntary case
or other proceeding remains undismissed or unstayed and in effect for a period
of sixty (60) consecutive days;

then, and in each and every such case (other than an Event of Default specified
in Section 6.01(h) or 6.01(i)), unless the principal of all of the Notes shall
have already become due and payable, either the Trustee or the holders of not
less than 25% in aggregate principal amount of the Notes then outstanding
hereunder determined in accordance with Section 8.04, by notice in writing to
the Company (and to the Trustee if given by Noteholders), may declare the
principal of all the Notes and the interest accrued thereon to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the Notes
contained to the contrary notwithstanding. If an Event of Default specified in
Section 6.01(h) or 6.01(i) occurs, the principal of all the Notes and the
interest accrued thereon shall be immediately and automatically due and payable
without necessity of further action. This provision, however, is subject to the
conditions that if, at any time after the principal of the Notes and the
interest accrued thereon shall have been so declared due and payable, and before
any judgment or decree for the payment of the monies due shall have been
obtained or entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon all Notes and the principal of any and all Notes which shall have
become due otherwise than by acceleration (with interest on overdue installments
of interest (to the extent that payment of such interest is enforceable under
applicable law) and on such principal at the rate borne by the Notes plus 1%, to
the date of such payment or deposit) and amounts due to the Trustee pursuant to
Section 7.07, and if any and all defaults under this Indenture, other than the
nonpayment of principal of and accrued interest on Notes which shall have become
due by acceleration, shall have been cured or waived pursuant to Section 6.07,
then and in every such case the holders of a majority in aggregate principal
amount of the Notes then outstanding hereunder determined in accordance with
Section 8.04, by written notice to the Company and to the Trustee, may waive all
defaults or Events of Default and rescind and annul such declaration and its
consequences; but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or Event of Default, or shall impair any
right consequent thereon. The Company shall notify in writing a Trust Officer of
the Trustee, promptly upon becoming aware thereof, of any Event of Default.

            An Event of Default under Section 6.01(f) or Section 6.01(g) will
not constitute an Event of Default until the Trustee notifies the Company or the
Holders of not less than 25% in aggregate principal amount of the Notes then
outstanding hereunder notify the Company and the Trustee of the Event of Default
and the Company does not cure such default within the time specified in Section
6.01(f) or Section 6.01(g) after receipt of such notice.

            In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such waiver or rescission and annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the holders of Notes, and the Trustee shall be

                                       31



restored respectively to their several positions and rights hereunder, and all
rights, remedies and powers of the Company, the holders of Notes, and the
Trustee shall continue as though no such proceeding had been taken.

            SECTION 6.02. Payments of Notes on Default; Suit Therefor. The
Company covenants that (a) in case default shall be made in the payment of any
installment of interest upon any of the Notes as and when the same shall become
due and payable, and such default shall have continued for a period of thirty
(30) days, or (b) in case default shall be made in the payment of the principal
of any of the Notes as and when the same shall have become due and payable,
whether at maturity of the Notes or in connection with any redemption,
repurchase, acceleration, declaration or otherwise, then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of the holders of
the Notes, the whole amount that then shall have become due and payable on all
such Notes for principal or interest, as the case may be, with interest upon the
overdue principal and (to the extent that payment of such interest is
enforceable under applicable law) upon the overdue installments of interest at
the rate borne by the Notes, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other amounts due the Trustee under Section 7.07. Until such demand by the
Trustee, the Company may pay the principal of and interest, on the Notes to the
registered holders, whether or not the Notes are overdue.

            In case the Company shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any actions or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may prosecute
any such action or proceeding to judgment or final decree, and may enforce any
such judgment or final decree against the Company or any other obligor on the
Notes and collect in the manner provided by law out of the property of the
Company or any other obligor on the Notes wherever situated the monies adjudged
or decreed to be payable.

            In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Notes under Title
11 of the United States Code, or any other applicable law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the Company or such other obligor upon the Notes, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 6.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of principal
and interest owing and unpaid in respect of the Notes, and, in case of any
judicial proceedings, to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee and
of the Noteholders allowed in such judicial proceedings relative to the Company
or any other obligor on the Notes, its or their creditors, or its or their
property, and to collect and receive any monies or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of any amounts due the Trustee under Section 7.07, and to take any other action
with

                                       32



respect to such claims, including participating as a member of any official
committee of creditors, as it reasonably deems necessary or advisable, and,
unless prohibited by law or applicable regulations, and any receiver, assignee
or trustee in bankruptcy or reorganization, liquidator, custodian or similar
official is hereby authorized by each of the Noteholders to make such payments
to the Trustee, and, in the event that the Trustee shall consent to the making
of such payments directly to the Noteholders, to pay to the Trustee any amount
due it for reasonable compensation, expenses, advances and disbursements,
including counsel fees and expenses incurred by it up to the date of such
distribution. To the extent that such payment of reasonable compensation,
expenses, advances and disbursements out of the estate in any such proceedings
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, monies,
securities and other property which the holders of the Notes may be entitled to
receive in such proceedings, whether in liquidation or under any plan of
reorganization or arrangement or otherwise.

            All rights of action and of asserting claims under this Indenture,
or under any of the Notes, may be enforced by the Trustee without the possession
of any of the Notes, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the holders of the Notes.

            In any proceedings brought by the Trustee (and in any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
holders of the Notes, and it shall not be necessary to make any holders of the
Notes parties to any such proceedings.

            SECTION 6.03. Application of Monies Collected by Trustee. Any monies
and property collected by the Trustee pursuant to this Article 6 shall be
applied in the order following, at the date or dates fixed by the Trustee for
the distribution of such monies and property, upon presentation of the several
Notes, and stamping thereon the payment, if only partially paid, and upon
surrender thereof, if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
      Section 7.07;

                  SECOND: In case the principal of the outstanding Notes shall
      not have become due and be unpaid, to the payment of interest on the Notes
      in default in the order of the maturity of the installments of such
      interest, with interest (to the extent that such interest has been
      collected by the Trustee) upon the overdue installments of interest at the
      rate borne by the Notes, such payments to be made ratably to the Persons
      entitled thereto;

                  THIRD: In case the principal of the outstanding Notes shall
      have become due, by declaration or otherwise, and be unpaid, to the
      payment of the whole amount then owing and unpaid upon the Notes for
      principal, interest with interest on the overdue principal and (to the
      extent that such interest has been collected by the Trustee) upon overdue
      installments of interest at the rate borne by the Notes, and in case such
      monies

                                       33



      shall be insufficient to pay in full the whole amounts so due and unpaid
      upon the Notes, then to the payment of such principal, interest without
      preference or priority of principal over interest, or of interest over
      principal, or of any installment of interest over any other installment of
      interest or of any Note over any other Note, ratably to the aggregate of
      such principal and accrued and unpaid interest; and

                  FOURTH: To the payment of the remainder, if any, to the
      Company or as a court of competent jurisdiction shall direct in writing.

            SECTION 6.04. Proceedings by Noteholder. No holder of any Note shall
have any right by virtue of or by reference to any provision of this Indenture
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture, or for the appointment of a receiver, trustee,
liquidator, custodian or other similar official, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the holders of not less than 25% in aggregate
principal amount of the Notes then outstanding hereunder determined in
accordance with Section 8.04 shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable security or indemnity
satisfactory to the Trustee as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for sixty (60)
days after its receipt of such notice, request and offer of reasonable
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 6.07; it being understood and
intended, and being expressly covenanted by the taker and holder of every Note
with every other taker and holder and the Trustee, that no one or more holders
of Notes shall have any right in any manner whatever by virtue of or by
reference to any provision of this Indenture to affect, disturb or prejudice the
rights of any other holder of Notes, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Notes (except as otherwise provided herein).
For the protection and enforcement of this Section 6.04, each and every
Noteholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

            Notwithstanding any other provision of this Indenture and any
provision of any Note, the right of any holder of any Note to receive payment of
the principal of (including any Redemption Price or Repurchase Price pursuant to
Article 3 and any Make Whole Premium pursuant to Article 15) and accrued
interest on such Note on or after the respective due dates expressed in such
Note, or to institute suit for the enforcement of any such payment on or after
such respective dates against the Company, shall not be impaired or affected
without the consent of such holder.

            Anything in this Indenture or the Notes to the contrary
notwithstanding, the holder of any Note, without the consent of either the
Trustee or the holder of any other Note, on its own behalf and for its own
benefit, may enforce, and may institute and maintain any proceeding suitable to
enforce, its rights of conversion as provided herein.

                                       34



            SECTION 6.05. Proceedings by Trustee. In case of an Event of
Default, the Trustee may, in its discretion, proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as are necessary to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

            SECTION 6.06. Remedies Cumulative and Continuing. Except as provided
in Section 2.08, all powers and remedies given by this Article 6 to the Trustee
or to the Noteholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the holders of the Notes, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee
or of any holder of any of the Notes to exercise any right or power accruing
upon any default or Event of Default occurring and continuing as aforesaid shall
impair any such right or power, or shall be construed to be a waiver of any such
default or any acquiescence therein, and, subject to the provisions of Section
6.04, every power and remedy given by this Article 6 or by law to the Trustee or
to the Noteholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Noteholders.

            SECTION 6.07. Direction of Proceedings and Waiver of Defaults by
Majority of Noteholders. The holders of a majority in aggregate principal amount
of the Notes at the time outstanding determined in accordance with Section 8.04
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee; provided that (a) such direction shall not be in
conflict with any rule of law or with this Indenture, (b) the Trustee may take
any other action which is not inconsistent with such direction and (c) the
Trustee may decline to take any action that would benefit some Noteholders to
the detriment of other Noteholders. The holders of a majority in aggregate
principal amount of the Notes at the time outstanding determined in accordance
with Section 8.04 may, on behalf of the holders of all of the Notes, waive any
existing or past default or Event of Default hereunder and its consequences,
except (i) a default in the payment of interest or premium (if any) on, or the
principal of, the Notes, (ii) a failure by the Company to convert any Notes into
Common Stock, (iii) a default in the payment of the Redemption Price pursuant to
Section 3.03, (iv) a default in the payment of the Designated Event Repurchase
Price pursuant to Section 3.04 or Company Repurchase Price pursuant to Section
3.05 or (v) a default in respect of a covenant or provisions hereof which under
Article 10 cannot be modified or amended without the consent of the holders of
each or all Notes then outstanding or affected thereby. Upon any such waiver,
the Company, the Trustee and the holders of the Notes shall be restored to their
former positions and rights hereunder; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 6.07, said default or Event of Default shall
for all purposes of the Notes and this Indenture be deemed to have been cured
and to be not continuing; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

                                       35



            SECTION 6.08. Notice of Defaults. The Trustee shall, within the
earlier of ninety (90) days after a Default occurs or thirty (30) days after a
Trust Officer of the Trustee has knowledge of the occurrence of a Default, mail
to all Noteholders, as the names and addresses of such holders appear upon the
Note Register, notice of all Defaults known to a Trust Officer, unless such
Defaults shall have been cured or waived before the giving of such notice;
provided that except in the case of Default in the payment of the principal of
or interest on any of the Notes, the Trustee shall be protected in withholding
such notice if and so long as a trust committee of directors and/or Trust
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interests of the Noteholders.

            SECTION 6.09. Undertaking to Pay Costs. All parties to this
Indenture agree, and each holder of any Note by its acceptance thereof shall be
deemed to have agreed, that any court may, in its discretion, require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided that the provisions of this
Section 6.09 (to the extent permitted by law) shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Noteholder, or group of
Noteholders, holding in the aggregate more than ten percent in principal amount
of the Notes at the time outstanding determined in accordance with Section 8.04,
or to any suit instituted by any Noteholder for the enforcement of the payment
of the principal of or interest on any Note on or after the due date expressed
in such Note or to any suit for the enforcement of the right to convert any Note
in accordance with the provisions of Article 14.

                                    ARTICLE 7
                                   THE TRUSTEE

            SECTION 7.01. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person's own affairs.

            (b) Except during the continuance of an Event of Default:

            (i) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

            (ii) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, in the case of certificates or opinions specifically required by
      any provision hereof to be furnished to it, the Trustee shall examine the
      certificates and opinions to determine whether or not they conform to the
      requirements of this Indenture

                                       36



      (but need not confirm or investigate the accuracy of mathematical
      calculations or other facts stated therein).

            (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

            (i) this paragraph does not limit the effect of paragraph (b) of
      this Section;

            (ii) the Trustee shall not be liable for any error of judgment made
      in good faith by a Trust Officer unless it is proved that the Trustee was
      negligent in ascertaining the pertinent facts;

            (iii) the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.07; and

            (iv) no provision of this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur financial liability in the
      performance of any of its duties hereunder or in the exercise of any of
      its rights or powers, if it shall have reasonable grounds to believe that
      repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it.

            (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

            (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

            (f) Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

            (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the Trust
Indenture Act.

            SECTION 7.02. Rights of Trustee. (a) The Trustee may conclusively
rely and shall be protected in acting or refraining from acting on any document
believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in any such
document.

            (b) Before the Trustee acts or refrains from acting, it may require
an Officer's Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officer's Certificate or Opinion of Counsel.

            (c) The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.

                                       37



            (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee's conduct does not constitute wilful
misconduct or negligence.

            (e) The Trustee may consult with counsel of its selection, and the
advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Notes shall be full and complete authorization and protection
from liability in respect of any action taken, omitted or suffered by it
hereunder in good faith and in accordance with the advice or opinion of such
counsel.

            (f) The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other paper or document unless requested in writing to do so
by the holders of not less than a majority in principal amount of the Notes at
the time outstanding, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney at the sole cost of the Company and shall
incur no liability or additional liability of any kind by reason of such inquiry
or investigation.

            (g) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the holders pursuant to this Indenture, unless such holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.

            (h) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Trust Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture.

            (i) The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder.

            (j) The Trustee may request that the Company deliver an Officer's
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officer's Certificate may be signed by any Person authorized to sign an
Officer's Certificate, including any Person specified as so authorized in any
such certificate previously delivered and not superseded.

            SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee. Any

                                       38



Paying Agent or Registrar may do the same with like rights. However, the Trustee
must comply with Sections 7.10 and 7.11.

            SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use
of the proceeds from the Notes, and it shall not be responsible for any
statement of the Company in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Trustee's
certificate of authentication.

            SECTION 7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
holder notice of the Default within the earlier of 90 days after it occurs or 30
days after it is known to a Trust Officer or written notice of it is received by
the Trustee. Except in the case of a Default in payment of principal of, premium
(if any) or interest on any Note (including required payments, if any, pursuant
to the redemption provisions of such Note), the Trustee may withhold the notice
if and so long as a committee of directors and/or Trust Officers of the Trustee
in good faith determine that withholding the notice is in the interests of
holders.

            SECTION 7.06. Reports by Trustee to Holders. Within 30 days after
each May 15 beginning with the May 15 following the date of this Indenture, the
Trustee shall mail to each holder a brief report dated as of such May 15 that
complies with Section 313(a) of the Trust Indenture Act if and to the extent
required thereby. The Trustee shall also comply with Section 313(b) of the Trust
Indenture Act.

            A copy of each report at the time of its mailing to holders shall be
filed with the SEC, each automated quotation system and each stock exchange (if
any) on which the Notes are listed. The Company agrees to notify promptly the
Trustee whenever the Notes become listed on any stock exchange or automated
quotation system and of any delisting thereof.

            SECTION 7.07. Compensation and Indemnity. The Company shall pay to
the Trustee from time to time such compensation for its services hereunder as
the Company and the Trustee shall from time to time agree in writing. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services
as the Company and the Trustee shall, from time to time, agree in writing. Such
expenses shall include the reasonable compensation and expenses, disbursements
and advances of the Trustee's agents, counsel, accountants and experts. The
Company shall indemnify the Trustee or any predecessor Trustee and their agents
against any and all loss, liability or expense (including reasonable attorneys'
fees) incurred by or in connection with the administration of this trust and the
performance of its duties hereunder. The Trustee shall notify the Company of any
claim for which it may seek indemnity promptly upon obtaining actual knowledge
thereof; provided, however, that any failure so to notify the Company shall not
relieve the Company of its indemnity obligations hereunder. The Company shall
defend the claim and the indemnified party shall provide reasonable cooperation
at the Company's expense in the defense. Such indemnified parties may have
separate counsel and the Company shall pay the fees and expenses

                                       39



of such counsel; provided, however, that the Company shall not be required to
pay such fees and expenses if it assumes such indemnified parties' defense and,
in such indemnified parties' reasonable judgment, there is no conflict of
interest between the Company and such parties in connection with such defense.
The Company need not reimburse any expense or indemnify against any loss,
liability or expense incurred by an indemnified party through such party's own
wilful misconduct, negligence or bad faith. The Company need not pay for any
settlement made without its written consent, which consent shall not be
unreasonably withheld.

            To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee other than money or property held in trust to pay
principal of or interest on particular Notes.

            The Company's payment obligations pursuant to this Section shall
survive the satisfaction or discharge of this Indenture, any rejection or
termination of this Indenture under any bankruptcy law or the resignation or
removal of the Trustee. Without prejudice to any other rights available to the
Trustee under applicable law, when the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.01(h) or (i) with respect to the
Company, the expenses are intended to constitute expenses of administration
under the Bankruptcy Law.

            SECTION 7.08. Replacement of Trustee. (a) The Trustee may resign at
any time by so notifying the Company. The holders of a majority in principal
amount of the Notes then outstanding hereunder determined in accordance with
Section 8.04 may remove the Trustee by so notifying the Trustee and may appoint
a successor Trustee. The Company shall remove the Trustee if:

            (i) the Trustee fails to comply with Section 7.10;

            (ii) the Trustee is adjudged bankrupt or insolvent;

            (iii) a receiver or other public officer takes charge of the Trustee
      or its property; or

            (iv) the Trustee otherwise becomes incapable of acting.

            (b) If the Trustee resigns, is removed by the Company or by the
holders of a majority in principal amount of the Notes then outstanding
hereunder determined in accordance with Section 8.04 and such holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee so that there shall at all times be a Trustee hereunder.

            (c) A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 7.07.

                                       40



            (d) If a successor Trustee does not take office within sixty (60)
days after the retiring Trustee resigns or is removed, the retiring Trustee, at
the Company's expense, or the holders of 10% in principal amount of the Notes
then outstanding hereunder determined in accordance with Section 8.04 may
petition at the expense of the Company any court of competent jurisdiction for
the appointment of a successor Trustee.

            (e) If the Trustee fails to comply with Section 7.10, unless the
Trustee's duty to resign is stayed as provided in Section 310(b) of the Trust
Indenture Act, any holder who has been a bona fide holder of a Note for at least
six months may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

            (f) Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 7.07 shall continue for the
benefit of the retiring Trustee.

            SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

            In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture provided that the certificate
of the Trustee shall have.

            SECTION 7.10. Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of Section 310(a) of the Trust Indenture Act.
The Trustee shall have a combined capital and surplus of at least $50,000,000 as
set forth in its most recent published annual report of condition. The Trustee
shall comply with Section 310(b) of the Trust Indenture Act, subject to its
right to apply for a stay of its duty to resign under the penultimate paragraph
of Section 310(b) of the Trust Indenture Act; provided, however, that there
shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture
Act any indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in Section 310(b)(1) of the Trust
Indenture Act are met.

            SECTION 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A
Trustee who has resigned or been removed shall be subject to Section 311(a) of
the Trust Indenture Act to the extent indicated.

                                       41



                                    ARTICLE 8
                                 THE NOTEHOLDERS

            SECTION 8.01. Action by Noteholders. Whenever in this Indenture it
is provided that the holders of a specified percentage in aggregate principal
amount of the Notes may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action, the holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Noteholders
in person or by agent or proxy appointed in writing, or (b) by the record of the
holders of Notes voting in favor thereof at any meeting of Noteholders duly
called and held in accordance with the provisions of Article 9, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Noteholders. Whenever the Company or the Trustee solicits the taking
of any action by the holders of the Notes, the Company or the Trustee may fix in
advance of such solicitation, a date as the record date for determining holders
entitled to take such action. The record date shall be not more than fifteen
(15) days prior to the date of commencement of solicitation of such action.

            SECTION 8.02. Proof of Execution by Noteholders. Subject to the
provisions of Section 7.01, 7.02 and 9.05, proof of the execution of any
instrument by a Noteholder or its agent or proxy shall be sufficient if made in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Notes shall be proved by the registry of such Notes or by a
certificate of the Note Registrar.

            The record of any Noteholders' meeting shall be proved in the manner
provided in Section 9.06.

            SECTION 8.03. Who Are Deemed Absolute Owners. The Company, the
Trustee, any Paying Agent, any Conversion Agent and any Note Registrar may deem
the Person in whose name such Note shall be registered upon the Note Register to
be, and may treat it as, the absolute owner of such Note (whether or not such
Note shall be overdue and notwithstanding any notation of ownership or other
writing thereon made by any Person other than the Company or any Note Registrar)
for the purpose of receiving payment of or on account of the principal of,
premium (if any) and interest on such Note, for conversion of such Note and for
all other purposes; and neither the Company nor the Trustee nor any Paying Agent
nor any Conversion Agent nor any Note Registrar shall be affected by any notice
to the contrary. All such payments so made to any holder for the time being, or
upon his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for monies payable upon any
such Note.

            SECTION 8.04. Company-owned Notes Disregarded. In determining
whether the holders of the requisite aggregate principal amount of Notes have
concurred in any direction, consent, waiver or other action under this
Indenture, Notes which are owned by the Company or any other obligor on the
Notes or any Affiliate of the Company or any other obligor on the Notes shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination; provided that for the purposes of determining whether the Trustee
shall be

                                       42



protected in relying on any such direction, consent, waiver or other action,
only Notes which a Trust Officer knows are so owned shall be so disregarded.
Notes so owned which have been pledged in good faith may be regarded as
outstanding for the purposes of this Section 8.04 if the pledgee shall establish
to the satisfaction of the Trustee the pledgee's right to vote such Notes and
that the pledgee is not the Company, any other obligor on the Notes or any
Affiliate of the Company or any such other obligor. In the case of a dispute as
to such right, any decision by the Trustee taken upon the advice of counsel
shall fully protect the Trustee. Upon request of the Trustee, the Company shall
furnish to the Trustee promptly an Officer's Certificate listing and identifying
all Notes, if any, known by the Company to be owned or held by or for the
account of any of the above described Persons, and, subject to Section 7.01, the
Trustee shall be entitled to accept such Officer's Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Notes listed
therein are outstanding for the purpose of any such determination.

            SECTION 8.05. Revocation of Consents, Future Holders Bound. At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of the percentage in
aggregate principal amount of the Notes specified in this Indenture in
connection with such action, any holder of a Note which is shown by the evidence
to be included in the Notes the holders of which have consented to such action
may, by filing written notice with the Trustee at its Corporate Trust Office and
upon proof of holding as provided in Section 8.02, revoke such action so far as
concerns such Note. Except as aforesaid, any such action taken by the holder of
any Note shall be conclusive and binding upon such holder and upon all future
holders and owners of such Note and of any Notes issued in exchange or
substitution therefor, irrespective of whether any notation in regard thereto is
made upon such Note or any Note issued in exchange or substitution therefor.

                                    ARTICLE 9
                             MEETINGS OF NOTEHOLDERS

            SECTION 9.01. Purpose of Meetings.

            A meeting of Noteholders may be called at any time and from time to
time pursuant to the provisions of this Article 9 for any of the following
purposes:

            (a) to give any notice to the Company or to the Trustee or to give
      any directions to the Trustee permitted under this Indenture, or to
      consent to the waiving of any default or Event of Default hereunder and
      its consequences, or to take any other action authorized to be taken by
      Noteholders pursuant to any of the provisions of Article 6;

            (b) to remove the Trustee and nominate a successor trustee pursuant
      to the provisions of Article 7;

            (c) to consent to the execution of an indenture or indentures
      supplemental hereto pursuant to the provisions of Section 10.02; or

            (d) to take any other action authorized to be taken by or on behalf
      of the holders of any specified aggregate principal amount of the Notes
      under any other provision of this Indenture or under applicable law.

                                       43



            SECTION 9.02. Call of Meetings by Trustee. The Trustee may at any
time call a meeting of Noteholders to take any action specified in Section 9.01,
to be held at such time and at such place as the Trustee shall determine. Notice
of every meeting of the Noteholders, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting and the establishment of any record date pursuant to Section 8.01, shall
be mailed to holders of Notes at their addresses as they shall appear on the
Note Register. Such notice shall also be mailed to the Company. Such notices
shall be mailed not less than twenty (20) nor more than ninety (90) days prior
to the date fixed for the meeting.

            Any meeting of Noteholders shall be valid without notice if the
holders of all Notes then outstanding are present in person or by proxy or if
notice is waived before or after the meeting by the holders of all Notes
outstanding, and if the Company and the Trustee are either present by duly
authorized representatives or have, before or after the meeting, waived notice.

            SECTION 9.03. Call of Meetings by Company or Noteholders. In case at
any time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least 10% in aggregate principal amount of the Notes then
outstanding hereunder determined in accordance with Section 8.04, shall have
requested the Trustee to call a meeting of Noteholders, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
twenty (20) days after receipt of such request, then the Company or such
Noteholders may determine the time and the place for such meeting and may call
such meeting to take any action authorized in Section 9.01, by mailing notice
thereof as provided in Section 9.02.

            SECTION 9.04. Qualifications for Voting. To be entitled to vote at
any meeting of Noteholders a person shall (a) be a holder of one or more Notes
on the record date pertaining to such meeting or (b) be a person appointed by an
instrument in writing as proxy by a holder of one or more Notes on the record
date pertaining to such meeting. The only persons who shall be entitled to be
present or to speak at any meeting of Noteholders shall be the persons entitled
to vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.

            SECTION 9.05. Regulations. Notwithstanding any other provisions of
this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

            The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Noteholders as provided in Section 9.03, in which case the Company
or the Noteholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the holders of a majority in principal
amount of the Notes represented at the meeting and entitled to vote at the
meeting.

                                       44



            Subject to the provisions of Section 8.04, at any meeting each
Noteholder or proxyholder shall be entitled to one vote for each $1,000
principal amount of Notes held or represented by him; provided that no vote
shall be cast or counted at any meeting in respect of any Note challenged as not
outstanding and ruled by the chairman of the meeting to be not outstanding. The
chairman of the meeting shall have no right to vote other than by virtue of
Notes held by him or instruments in writing as aforesaid duly designating him as
the proxy to vote on behalf of other Noteholders. Any meeting of Noteholders
duly called pursuant to the provisions of Section 9.02 or 9.03 may be adjourned
from time to time by the holders of a majority of the aggregate principal amount
of Notes represented at the meeting, whether or not constituting a quorum, and
the meeting may be held as so adjourned without further notice.

            SECTION 9.06. Voting. The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballot on which shall be subscribed
the signatures of the holders of Notes or of their representatives by proxy and
the outstanding principal amount of the Notes held or represented by them. The
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Noteholders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was mailed as provided in
Section 9.02. The record shall show the principal amount of the Notes voting in
favor of or against any resolution. The record shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting and one of
the duplicates shall be delivered to the Company and the other to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.

            Any record so signed and verified shall be conclusive evidence of
the matters therein stated.

            SECTION 9.07. No Delay of Rights by Meeting. Nothing contained in
this Article 9 shall be deemed or construed to authorize or permit, by reason of
any call of a meeting of Noteholders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the
Noteholders under any of the provisions of this Indenture or of the Notes.

                                   ARTICLE 10
                       AMENDMENT; SUPPLEMENTAL INDENTURES

            SECTION 10.01. Supplemental Indentures Without Consent of
Noteholders. The Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may, from time to time, and at any time enter into an
indenture or indentures supplemental hereto for one or more of the following
purposes:

                                       45



            (a) make provision with respect to the conversion rights of the
      holders of Notes pursuant to the requirements of Section 14.06 or the
      repurchase obligations of the Company pursuant to the requirements of
      Section 3.07(h);

            (b) to convey, transfer, assign, mortgage or pledge to the Trustee
      as security for the Notes, any property or assets;

            (c) to add a guarantor with respect to the Notes;

            (d) to evidence the succession of another Person to the Company, or
      successive successions, and the assumption by the successor Person of the
      covenants, agreements and obligations of the Company pursuant to Article
      11;

            (e) to surrender any of the Company's rights or powers under the
      Indenture;

            (f) to add to the covenants of the Company such further covenants,
      restrictions or conditions for the benefit of the holders of Notes, and to
      make the occurrence, or the occurrence and continuance, of a default in
      any such additional covenants, restrictions or conditions a default or an
      Event of Default permitting the enforcement of all or any of the several
      remedies provided in this Indenture as herein set forth; provided that in
      respect of any such additional covenant, restriction or condition, such
      supplemental indenture may provide for a particular period of grace after
      default (which period may be shorter or longer than that allowed in the
      case of other defaults) or may provide for an immediate enforcement upon
      such default or may limit the remedies available to the Trustee upon such
      default;

            (g) to make any changes or modifications necessary in connection
      with the registration of the Notes under the Securities Act as
      contemplated by the Registration Rights Agreement, so long as any such
      change or modification shall not adversely affect the interests of the
      holders of the Notes;

            (h) to cure any ambiguity or to correct or supplement any provision
      contained herein or in any supplemental indenture that may be defective or
      inconsistent with any other provisions contained herein or in any
      supplemental indenture;

            (i) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Indenture and the
      Notes;

            (j) to modify, eliminate or add to the provisions of this Indenture
      to such extent as shall be necessary to effect the qualifications of this
      Indenture or any supplemental indenture under the Trust Indenture Act, or
      under any similar federal statute hereafter enacted;

            (k) to modify the restrictions on, and procedures for, resale and
      other transfers of the Notes or shares of Common Stock issuable upon
      conversion of the Notes pursuant to law, regulation or practice relating
      to the resale or transfer of restricted securities generally;

                                       46



            (l) to provide for the issuance of Additional Securities;

            (m) to provide for uncertificated Notes in addition to or in place
      of certificated Notes; or

            (n) make other changes to the Indenture or forms or terms of the
      Notes, provided that no such change individually or in the aggregate with
      all other such changes has or will have an adverse effect on the rights of
      the Noteholders.

            Upon the written request of the Company, accompanied by a copy of
the resolutions of the Board of Directors certified by the Company's Secretary
or Assistant Secretary authorizing the execution of any supplemental indenture,
and upon receipt by the Trustee of the documents described in Section 7.02, the
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations that may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any supplemental indenture
that affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.

            Any supplemental indenture authorized by the provisions of this
Section 10.01 may be executed by the Company and the Trustee without the consent
of the holders of any of the Notes at the time outstanding, notwithstanding any
of the provisions of Section 10.02.

            SECTION 10.02. Supplemental Indenture with Consent of Noteholders.
With the consent (evidenced as provided in Article 8) of the holders of at least
a majority in aggregate principal amount of the Notes at the time outstanding
hereunder determined in accordance with Section 8.04, the Company, when
authorized by the resolutions of the Board of Directors, and the Trustee may,
from time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or any
supplemental indenture or of modifying in any manner the rights of the holders
of the Notes; provided that no such supplemental indenture shall (i) extend the
Stated Maturity of any Note, or reduce the rate or extend the time of payment of
interest thereon, or reduce the principal amount thereof, or reduce any amount
payable on redemption or repurchase thereof, or change the time at which any
Note may be redeemed or repurchased, or impair the right of any Noteholder to
institute suit for the payment thereof, or make the principal thereof or
interest thereon payable in any coin or currency other than that provided in the
Notes, or affect the obligation of the Company to redeem any Note on a
Redemption Date in a manner adverse to the holders of Notes, or affect the
obligation of the Company to repurchase any Note upon a Designated Event in a
manner adverse to the holders of Notes, or affect the obligation of the Company
to repurchase any Note on a Company Repurchase Date in a manner adverse to the
holders of Notes, or impair the right to convert the Notes into shares of Common
Stock subject to the terms set forth herein, including Section 14.06, or reduce
the number of shares of Common Stock or other property receivable upon
conversion, in each case, without the consent of the holder of each Note so
affected, or modify any of the provisions of this Section 10.02 or Section 6.07,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the holder of each Note so affected, or change any obligation of

                                       47



the Company to maintain an office or agency in the places and for the purposes
set forth in Section 4.02, or reduce the quorum or voting requirements set forth
in Article 9 or (ii) reduce the aforesaid percentage of Notes, the holders of
which are required to consent to any such supplemental indenture, without the
consent of the holders of all Notes then outstanding.

            Upon (a) the written request of the Company, accompanied by a copy
of the resolutions of the Board of Directors certified by its Secretary or
Assistant Secretary authorizing the execution of any such supplemental
indenture, (b) receipt by the Trustee of the documents described in Section 7.02
and (c) the filing with the Trustee of evidence of the consent of Noteholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

            It shall not be necessary for the consent of the Noteholders under
this Section 10.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

            SECTION 10.03. Effect of Supplemental Indenture. Any supplemental
indenture executed pursuant to the provisions of this Article 10 shall comply
with the Trust Indenture Act, as then in effect, provided that this Section
10.03 shall not require such supplemental indenture or the Trustee to be
qualified under the Trust Indenture Act prior to the time such qualification is
in fact required under the terms of the Trust Indenture Act or the Indenture has
been qualified under the Trust Indenture Act, nor shall it constitute any
admission or acknowledgment by any party to such supplemental indenture that any
such qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act. Upon the execution of any supplemental
indenture pursuant to the provisions of Article 10, this Indenture shall be and
shall be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Notes shall
thereafter be determined, exercised and enforced hereunder, subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and shall be deemed to be part of
the terms and conditions of this Indenture for any and all purposes.

            SECTION 10.04. Notation on Notes. Notes authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of
this Article 10 may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company or the
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may, at the Company's expense, be
prepared and executed by the Company, authenticated by the Trustee (or an
authenticating agent duly appointed by the Trustee pursuant to Section 16.12)
and delivered in exchange for the Notes then outstanding, upon surrender of such
Notes then outstanding.

                                       48



                                   ARTICLE 11
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

            SECTION 11.01. Company May Consolidate on Certain Terms. Subject to
the provisions of Section 11.02, the Company shall not consolidate or merge with
or into any other Person or Persons (whether or not affiliated with the
Company), nor shall the Company or its successor or successors be a party or
parties to successive consolidations or mergers, nor shall the Company sell,
convey, transfer or lease all or substantially all of the property and assets of
the Company to any other Person (whether or not affiliated with the Company),
unless: (i) the Company is the surviving Person, or the resulting, surviving or
transferee Person is a corporation organized and existing under the laws of the
United States of America, any state thereof or the District of Columbia; (ii)
upon any such consolidation, merger, sale, conveyance, transfer or lease, the
due and punctual payment of the principal of, Make Whole Premium (if any) and
interest on all of the Notes, according to their tenor and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company, shall be expressly assumed, by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee by the Person (if other than the Company) formed by
such consolidation, or into which the Company shall have been merged, or by the
Person that shall have acquired or leased such property, and such supplemental
indenture shall provide for the applicable conversion rights set forth in
Section 14.06 and (iii) immediately after giving effect to the transaction
described above, no Event of Default, and no event which, after notice or lapse
of time or both, would become an Event of Default, shall have occurred and be
continuing.

            SECTION 11.02. Successor to Be Substituted. In case of any such
consolidation, merger, sale, conveyance, transfer or lease and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of, Make Whole Premium (if any) and interest
on all of the Notes and the due and punctual performance of all of the covenants
and conditions of this Indenture to be performed by the Company, as described in
Section 11.01, such successor Person shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the party of
this first part. Such successor Person thereupon may cause to be signed, and may
issue either in its own name or in the name of The Goodyear Tire & Rubber
Company any or all of the Notes, issuable hereunder that theretofore shall not
have been signed by the Company and delivered to the Trustee; and, upon the
order of such successor Person instead of the Company and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver, or cause to be authenticated and
delivered, any Notes that previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Notes that
such successor Person thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Notes so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Notes theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Notes had been issued at the date of the execution hereof. In the event
of any such consolidation, merger, sale, conveyance, transfer or lease, the
Person named as the "COMPANY" in the first paragraph of this Indenture or any
successor that shall thereafter have become such in the manner prescribed in
this Article 11 may be dissolved, wound up and liquidated at any time thereafter
and such Person shall be released from its liabilities as obligor and maker of
the Notes and from its obligations under this Indenture.

                                       49



            In case of any such consolidation, merger, sale, conveyance,
transfer or lease, such changes in phraseology and form (but not in substance)
may be made in the Notes thereafter to be issued as may be appropriate.

            SECTION 11.03. Opinion of Counsel to Be Given Trustee. The Trustee
shall receive an Officer's Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or
lease and any such assumption complies with the provisions of this Article 11.

                                   ARTICLE 12
                     SATISFACTION AND DISCHARGE OF INDENTURE

            SECTION 12.01. Discharge of Indenture. When (a) the Company shall
deliver to the Trustee for cancellation all Notes theretofore authenticated
(other than any Notes that have been destroyed, lost or stolen and in lieu of or
in substitution for which other Notes shall have been authenticated and
delivered) and not theretofore canceled, or (b) all the Notes not theretofore
canceled or delivered to the Trustee for cancellation shall have become due and
payable and the Company shall deposit with the Trustee, in trust, cash or, if
expressly permitted by the terms of the Notes or the Indenture, Common Stock
sufficient to pay all amounts due and owing on Notes (other than any Notes that
shall have been mutilated, destroyed, lost or stolen and in lieu of or in
substitution for which other Notes shall have been authenticated and delivered)
not theretofore canceled or delivered to the Trustee for cancellation, and if in
either case the Company shall also pay or cause to be paid all other sums
payable hereunder by the Company, then this Indenture shall cease to be of
further effect (except as to (i) remaining rights of registration of transfer,
substitution and exchange and conversion of Notes, (ii) rights hereunder of
Noteholders to receive payments of principal of, premium (if any) and interest
on the Notes and the other rights, duties and obligations of Noteholders, as
beneficiaries hereof with respect to the amounts, if any, so deposited with the
Trustee and (iii) the rights, powers, duties, obligations and immunities of the
Trustee hereunder), and the Trustee, on written demand of the Company
accompanied by an Officer's Certificate and an Opinion of Counsel as required by
Section 16.05 and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture; the
Company, however, hereby agrees to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred by the Trustee and to
compensate the Trustee for any services thereafter reasonably and properly
rendered by the Trustee in connection with this Indenture or the Notes.

            SECTION 12.02. Paying Agent to Repay Monies Held. Upon the
satisfaction and discharge of this Indenture, all monies then held by any Paying
Agent of the Notes (other than the Trustee) shall, upon written request of the
Company, be repaid to it or paid to the Trustee, and thereupon such Paying Agent
shall be released from all further liability with respect to such monies.

            SECTION 12.03. Return of Unclaimed Monies. Subject to the
requirements of applicable law, any monies deposited with or paid to the Trustee
for payment of the principal of or interest on Notes and not applied but
remaining unclaimed by the holders of Notes for two years after the date upon
which the principal of or interest on such Notes, as the case may be, shall have
become due and payable, shall be repaid to the Company by the Trustee

                                       50



on demand and all liability of the Trustee shall thereupon cease with respect to
such monies; and the holder of any of the Notes shall thereafter look only to
the Company for any payment that such holder may be entitled to collect unless
an applicable abandoned property law designates another Person.

                                   ARTICLE 13
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

            SECTION 13.01. Indenture and Notes Solely Corporate Obligations. No
recourse for the payment of the principal of or interest on any Note or any
other amount due with respect thereto, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in this Indenture or in any supplemental
indenture or in any Note, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
employee, agent, officer, director or Subsidiary, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Notes.

                                   ARTICLE 14
                               CONVERSION OF NOTES

            SECTION 14.01. Right to Convert. (a) Subject to and upon compliance
with the provisions of this Indenture, prior to the close of business on the
date of Stated Maturity, the holder of any Note shall have the right, at such
holder's option, to convert the principal amount of the Note, or any portion of
such principal amount which is a multiple of $1,000, into fully paid and
non-assessable shares of Common Stock (as such shares shall then be constituted)
at the Conversion Rate in effect at such time, by surrender of the Note so to be
converted in whole or in part, together with any required funds, under the
circumstances described in this Section 14.01 and in the manner provided in
Section 14.02. Upon conversion, the Company may choose to deliver, in lieu of
shares of Common Stock, cash or a combination of cash and shares of Common
Stock. The Notes shall be convertible only during the following periods upon the
occurrence of one of the following events:

            (i) (A) on any Business Day in any fiscal quarter commencing prior
      to Stated Maturity (and only during such fiscal quarter) if the Last
      Reported Sale Price of the Common Stock for at least twenty (20) Trading
      Days during the period of thirty (30) consecutive Trading Days ending on
      the eleventh Trading Day of such fiscal quarter is greater than 120% of
      the Conversion Price in effect on such eleventh Trading Day and (B) on any
      Business Day after June 15, 2029 through the close of business on the
      Business Day prior to Stated Maturity if the Last Reported Sale Price of
      the Common Stock on any Trading Day after June 15, 2029 is greater than
      120% of the applicable Conversion Price;

                                       51



            (ii) in the event that the Company calls any or all of the Notes for
      redemption, at any time prior to the close of business on the second
      Business Day immediately preceding the Redemption Date; provided that only
      those Notes that are called for redemption may be converted following such
      an event;

            (iii) as provided in Section (b) of this Section 14.01;

            (iv) during the five (5) consecutive Business Day period immediately
      after any five (5) consecutive Trading Day period in which the Trading
      Price per $1,000 principal amount of the Notes for each day of such five
      (5) day measurement period was less than 98% of the product of the Last
      Reported Sale Price of the Common Stock on the applicable date and the
      applicable Conversion Rate; or

            (v) during the period from the opening of business on the
      Fundamental Change Notice Date to the close of business on the date that
      is ten (10) Trading Days from and including the Fundamental Change Notice
      Date, or, if later, the related Designated Event Purchase Date, if any,
      for such Fundamental Change; unless, prior to that time, the Company has
      publicly announced that the Fundamental Change giving rise to the
      conversion right will not take place.

            Notwithstanding the foregoing, if, on the date of any conversion
pursuant to Section 14.01(a)(iv) on or after June 15, 2029, the Last Reported
Sale Price of the Common Stock on the Trading Day prior to the date of
conversion is greater than 100% but less than 120% of the Conversion Price, the
holders of Notes surrendered for conversion shall receive, in lieu of Common
Stock (or cash or a combination of cash and Common Stock) based on the
applicable Conversion Rate, cash or Common Stock or a combination of cash and
Common Stock, at the Company's option, with a value equal to the principal
amount of the Notes being converted plus accrued and unpaid interest thereon, as
of the Conversion Date ("PRINCIPAL VALUE CONVERSION"). Any Common Stock
delivered upon a Principal Value Conversion will be valued at the greater of the
Conversion Price on the Conversion Date and the average of the Last Reported
Sale Price of the Common Stock for a five (5) Trading Day period starting the
third Trading Day following the conversion date of such Notes. If a holder of
Notes surrenders their Notes for a Principal Value Conversion, the Company shall
notify such holder by the second Trading Day following the Conversion Date that
it is a Principal Value Conversion and whether the Company will pay such holder
all or a portion of the principal amount plus accrued and unpaid interest in
cash, Common Stock or a combination of cash and Common Stock, and in what
percentage. The Company shall pay such holder any portion of the principal
amount plus accrued and unpaid interest to be paid in cash and deliver Common
Stock with respect to any portion of the principal amount plus accrued and
unpaid interest and to be paid in Common Stock, no later than the third Business
Day following the determination of the average Last Reported Sale Price of the
Common Stock.

            The Company or its designated agent shall determine on a daily basis
during the time period specified in Section 14.01(a)(i) whether the Notes shall
be convertible as a result of the occurrence of an event specified in clause (i)
above and, if the Notes shall be so convertible, the Company shall promptly
deliver to the Trustee (or other Conversion Agent appointed by the Company)
written notice thereof. Whenever the Notes shall become convertible pursuant to
this Section 14.01, the Company or, at the Company's request, the Trustee in the
name and at the

                                       52



expense of the Company, shall notify the holders of the event triggering such
convertibility in the manner provided in Section 16.03, and in the case of a
Fundamental Change, on the Fundamental Change Notice Date, and the Company shall
also publicly announce such information by publication on the Company's web site
or through such other public medium as it may use at such time. Any notice so
given shall be conclusively presumed to have been duly given, whether or not the
holder receives such notice.

            The Trustee (or other Conversion Agent appointed by the Company)
shall have no obligation to determine the Trading Price under Section
14.01(a)(iv) unless the Company has requested in writing such a determination;
and the Company shall have no obligation to make such request unless a holder
provides it with reasonable evidence that the Trading Price per $1,000 principal
amount of Notes would be less than 98% of the product of the Last Reported Sale
Price of the Common Stock and the Conversion Rate. If such evidence is provided,
the Company shall instruct the Trustee (or other Conversion Agent) in writing to
determine the Trading Price of the Notes beginning on the next Trading Day and
on each successive Trading Day until, and only until, the Trading Price per
$1,000 principal amount of Notes on a Trading Day is greater than or equal to
98% of the product of the average Last Reported Sale Prices of the Common Stock
and the Conversion Rate for the immediately preceding five (5) consecutive
Trading Days.

            The Trustee shall be entitled at its sole discretion to consult with
the Company and to request the assistance of the Company in connection with the
Trustee's duties and obligations pursuant to Section (a) hereof, and the Company
agrees, if requested by the Trustee, to cooperate with, and provide assistance
to, the Trustee in carrying out its duties under this Section 14.01; provided,
however, that nothing herein shall be construed to relieve the Trustee of its
duties pursuant to Section (a) hereof.

            If an Event of Default (other than a Default in a cash payment upon
conversion of the Notes) has occurred and is continuing, the Company may not pay
cash upon conversion of any Notes (other than cash in lieu of fractional
shares).

            (b) In addition, if:

            (i) the Company distributes to all holders of its Common Stock
      rights or warrants entitling them (for a period expiring within sixty (60)
      days of the date of the distribution) to subscribe for or purchase shares
      of Common Stock at a price per share less than the Last Reported Sale
      Price of the Common Stock on the Trading Day immediately preceding the
      declaration date of the distribution, or (ii) the Company distributes to
      all holders of Common Stock assets (including cash), debt securities or
      rights to purchase securities of the Company, which distribution has a per
      share value as determined by the Company's Board of Directors and set
      forth in a Board Resolution exceeding 5% of the Last Reported Sale Price
      of the Common Stock on the Trading Day immediately preceding the
      declaration date for such distribution, then, in either case, the Notes
      may be surrendered for conversion at any time on and after the date that
      the Company gives notice to the holders of such distribution, which shall
      be not less than twenty (20) Business Days prior to the Ex-Dividend Date
      for such distribution, until the earlier of the close of business on the
      Business Day immediately preceding, but not

                                       53



      including, the Ex-Dividend Date and the date the Company publicly
      announces that such distribution will not take place; provided that no
      adjustment to the Conversion Price or the ability of a holder of a Note to
      convert will be made if the holder will otherwise participate in such
      distribution without conversion.

The Board of Directors shall determine the anticipated effective date of the
transaction, and such determination shall be conclusive and binding on the
holders and shall be publicly announced by the Company by publication on its
website or through such other public medium as it may use at that time not later
than two (2) Business Days prior to such fifteenth day. If the distribution does
not take place, no Notes surrendered for conversion pursuant to this Section
14.01(b) will be converted.

            (c) A Note in respect of which a holder is electing to exercise its
option to require repurchase upon a Designated Event that constitutes a
Fundamental Change pursuant to Section 3.04 or repurchase pursuant to Section
3.05 may be converted only if such holder withdraws its election in accordance
with Section 3.07(d). A holder of Notes is not entitled to any rights of a
holder of Common Stock until such holder has converted his Notes to Common
Stock, and only to the extent such Notes are deemed to have been converted to
Common Stock under this Article 14.

            (d) On or before the tenth Trading Day prior to and excluding the
anticipated effective date, as determined by the Board of Directors, of a
Fundamental Change, the Company or at its written request (which must be
received by the Trustee at least three (3) Business Days prior to the date the
Trustee is requested to give notice as described below, unless the Trustee shall
agree in writing to a shorter period), the Trustee, in the name of and at the
expense of the Company, shall mail or cause to be mailed to all holders of
record on such date a notice (the "FUNDAMENTAL CHANGE NOTICE") of the
anticipated effective date with respect to such Fundamental Change, the
repurchase right and conversion right at the option of the holders arising as a
result thereof, and whether a Make Whole Premium will be payable in connection
with any such repurchase or conversion. If the effective date with respect to a
Fundamental Change occurs without notice to, or the knowledge of, the Company,
the Company shall give the Designated Event Repurchase Notice required by
Section 3.04(b) and the date of the Fundamental Change Notice shall be deemed to
be the date of such Designated Event Repurchase Notice. The Fundamental Change
Notice shall be mailed by first class mail to each holder of Notes at its last
address as the same appears on the Note Register. If the Company shall give such
notice, the Company shall also deliver a copy of such notice to the Trustee at
such time as it is mailed to holders. Each notice, if mailed in the manner
herein provided, shall be conclusively presumed to have been duly given, whether
or not the holder receives such notice. In any case, failure to give such notice
by mail or any defect in the notice to the holder of any Note shall not affect
the validity of the proceedings for the conversion of any other Note.
Concurrently with the mailing of such notice, the Company shall issue a press
release with the information contained in such notice, the form and content of
which press release shall be determined by the Company in its sole discretion,
and the Company shall also publish such information on the Company's website.
The failure to issue any such press release or any defect therein shall not
affect the validity of such notice or any proceedings for the conversion of any
Note which any Holder may elect to convert. The Company shall provide notice, in
the manner described above, to all holders and to the Trustee that such
Fundamental Change has become

                                       54



effective within the five (5) Trading Day period after the date such Fundamental
Change becomes effective.

            SECTION 14.02. Exercise of Conversion Privilege; Issuance of Common
Stock on Conversion; No Adjustment for Interest or Dividends; Settlement of Cash
or Common Stock upon Conversion. (a) In order to exercise the conversion
privilege with respect to any Note in certificated form, the Company must
receive at the office or agency of the Company maintained for that purpose or,
at the option of such holder, the Corporate Trust Office, such Note with the
original or facsimile of the form entitled "FORM OF CONVERSION NOTICE" on the
reverse thereof, duly completed and manually signed, together with such Notes
duly endorsed for transfer, accompanied by the funds, if any, required by
paragraph (d) of this Section 14.02. Such notice shall also state the name or
names (with address or addresses) in which the certificate or certificates for
shares of Common Stock which shall be issuable on such conversion shall be
issued, and shall be accompanied by transfer or similar taxes, if required
pursuant to Section 14.07.

            In order to exercise the conversion privilege with respect to any
interest in a Global Note, the beneficial holder must complete, or cause to be
completed, the appropriate instruction form for conversion pursuant to the
Depositary's book-entry conversion program, deliver, or cause to be delivered,
by book-entry delivery an interest in such Global Note, furnish appropriate
endorsements and transfer documents if required by the Company or the Trustee or
Conversion Agent, and pay the funds, if any, required by this Section 14.02 and
any transfer taxes if required pursuant to Section 14.07.

            (b) As promptly as practicable after satisfaction of the
requirements for conversion set forth above, subject to compliance with any
restrictions on transfer if shares issuable on conversion are to be issued in a
name other than that of the Noteholder (as if such transfer were a transfer of
the Note or Notes (or portion thereof) so converted), the Company shall issue
and shall deliver to such Noteholder at the office or agency maintained by the
Company for such purpose pursuant to Section 4.02, a certificate or certificates
for the number of full shares of Common Stock issuable upon the conversion of
such Note or portion thereof as determined by the Company in accordance with the
provisions of this Article 14 and a check or cash in respect of any fractional
interest in respect of a share of Common Stock arising upon such conversion,
calculated by the Company as provided in Section 14.03. In case any Note of a
denomination greater than $1,000 shall be surrendered for partial conversion,
subject to Section 2.02, the Company shall execute and the Trustee shall
authenticate and deliver to the holder of the Note so surrendered, without
charge to him, a new Note or Notes in authorized denominations in an aggregate
principal amount equal to the unconverted portion of the surrendered Note.

            (c) Each conversion shall be deemed to have been effected as to any
such Note (or portion thereof) on the date on which the requirements set forth
above in this Section 14.02 have been satisfied as to such Note (or portion
thereof) (such date, the "CONVERSION DATE"), and the Person in whose name any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become on said date the holder of record
of the shares represented thereby; provided that any such surrender on any date
when the stock transfer books of the Company shall be closed shall constitute
the

                                       55



Person in whose name the certificates are to be issued as the record holder
thereof for all purposes on the next succeeding day on which such stock transfer
books are open, but such conversion shall be at the Conversion Rate in effect on
the date upon which such Note shall be surrendered.

            (d) Any Note or portion thereof surrendered for conversion during
the period from the close of business on any Regular Record Date to the close of
business on the Business Day preceding the following Interest Payment Date that
has not been called for redemption during such period shall be accompanied by
payment, in immediately available funds or other funds acceptable to the
Company, of an amount equal to the interest otherwise payable on such Interest
Payment Date on the principal amount being converted; provided that no such
payment need be made (1) if the Company has specified a Redemption Date that is
after a Regular Record Date and on or prior to the next Interest Payment Date,
(2) if the Company has specified a Repurchase Date following a Designated Event
that is during such period or (3) to the extent of any overdue interest, if any
overdue interest exists at the time of conversion with respect to such Note.
Except as provided above in this Section 14.02 or Article 15, no payment or
other adjustment shall be made for interest accrued on any Note converted or for
dividends on any shares issued upon the conversion of such Note as provided in
this Article 14.

            (e) Upon the conversion of an interest in a Global Note, the Trustee
(or other Conversion Agent appointed by the Company), or the Custodian at the
direction of the Trustee (or other Conversion Agent appointed by the Company),
shall make a notation on such Global Note as to the reduction in the principal
amount represented thereby. The Company shall notify the Trustee in writing of
any conversions of Notes effected through any Conversion Agent other than the
Trustee.

            (f) Except as provided in clause (k) below and in Article 15, upon
the conversion of a Note, that portion of the accrued but unpaid interest with
respect to the converted Note shall not be canceled, extinguished or forfeited,
but rather shall be deemed to be paid in full to the holder thereof through
delivery of the Common Stock (together with the cash payment, if any, in lieu of
fractional shares) in exchange for the Note being converted pursuant to the
provisions hereof; and the fair market value of such shares of Common Stock
(together with any such cash payment in lieu of fractional shares) shall be
treated as issued, to the extent thereof, first in exchange for and in
satisfaction of the Company's obligation to pay the principal amount of the
converted Note and the accrued but unpaid interest, and the balance, if any, of
such fair market value of such Common Stock (and any such cash payment) shall be
treated as issued in exchange for and in satisfaction of the right to convert
the Note being converted pursuant to the provisions hereof.

            (g) In the event that the Company receives a Form of Conversion
Notice on or prior to (1) the date on which the Company gives a Redemption
Notice or (2) the date that is ten (10) days prior to the Stated Maturity of the
Notes (the "FINAL NOTICE DATE"), the following procedures shall apply:

            (i) If the Company elects to satisfy all or any portion of its
      obligation to convert the Notes (the "CONVERSION OBLIGATION") in cash, the
      Company shall notify holders through the Trustee of the dollar amount to
      be satisfied in cash (which must be

                                       56



      expressed either as 100% of the Conversion Obligation or as a fixed dollar
      amount) at any time on or before the date that is two Trading Days
      following the Conversion Date (the "CASH SETTLEMENT NOTICE PERIOD"). If
      the Company timely elects to pay cash for any portion of the Common Stock
      otherwise issuable to holders upon conversion, holders may retract the
      Conversion Notice at any time during the two Business Days following the
      final day of the Cash Settlement Notice Period (the "CONVERSION RETRACTION
      PERIOD"). No such retraction can be made (and a Form of Conversion Notice
      shall be irrevocable) if the Company does not elect to deliver cash in
      lieu of Common Stock (other than cash in lieu of fractional shares). Upon
      the expiration of a Conversion Retraction Period, a Form of Conversion
      Notice shall be irrevocable. If the Company elects to satisfy all or any
      portion of the Conversion Obligation in cash, and the applicable Form of
      Conversion Notice has not been retracted, then settlement (in cash or in
      cash and Common Stock) will occur no later than the fifteenth (15th)
      Trading Day following the Conversion Date.

            (ii) If the Company does not elect to satisfy any part of the
      Conversion Obligation in cash (other than cash in lieu of any fractional
      shares), delivery of the Common Stock into which the Notes are converted
      (and cash in lieu of any fractional shares) shall occur through the
      Conversion Agent no later than the fifth (5th) Trading Day following the
      Conversion Date.

            (h) Settlement amounts will be computed as follows:

            (i) If the Company elects to satisfy the entire Conversion
      Obligation in Common Stock, it shall deliver to holders that have
      delivered the Conversion Notice giving rise to the Conversion Obligation a
      number of shares of Common Stock equal to (A) the aggregate principal
      amount of Notes to be converted divided by $1,000, multiplied by (B) the
      Conversion Rate. In addition, the Company shall pay cash for any
      fractional shares of Common Stock based on the Last Reported Sale Price of
      the Common Stock on the Trading Day immediately preceding the Conversion
      Date.

            (ii) If the Company elects to satisfy the entire Conversion
      Obligation in cash, it shall deliver to holders that have delivered the
      Conversion Notice giving rise to the Conversion Obligation cash in an
      amount equal to the product of:

                  (A) a number equal to (1) the aggregate principal amount of
            Notes to be converted divided by $1,000, multiplied by (2) the
            Conversion Rate; and

                  (B) the average of the Last Reported Sale Prices of the Common
            Stock for the ten consecutive Trading Days beginning on the third
            day after the Conversion Date (the "CASH SETTLEMENT AVERAGING
            PERIOD").

            (iii) If the Company elects to satisfy a fixed portion (other than
      100%) of the Conversion Obligation in cash, it will deliver to holders the
      specified cash amount (the "CASH AMOUNT") and a number of shares of Common
      Stock per $1,000 principal amount of Notes equal to the sum, for each
      Trading Day of the Cash Settlements

                                       57



      Averaging Period, of the greater of (A) zero and (B) the number of shares
      of Common Stock determined by the following formula:

   (Last Reported Sale Price of Common Stock on such Trading Day X applicable
                      Conversion Rate) - Cash Amount
   ---------------------------------------------------------------------------
    Last Reported Sale Price of Common Stock on such Trading Day X number of
                Trading Days in Cash Settlement Averaging Period

In addition, the Company shall pay cash for all fractional shares of Common
Stock based on the average Last Reported Sale Price of the Common Stock on the
Trading Day immediately preceding the Conversion Date.

            (i) The Company must determine whether or not it will satisfy all or
a portion of the conversion obligation in cash at the time it issues a
Redemption Notice or a Final Maturity Notice and such notices will state the
amount of the Conversion Obligation to be settled in cash. If a Form of
Conversion Notice is received from holders of Notes after the date that a
Redemption Notice or the Final Maturity Notice has been issued, such holders may
not retract their Conversion Notice. Settlement (in cash and/or Common Stock)
will occur no later than the fifth (5th) Business Date following the Conversion
Date.

            (j) At any time prior to Stated Maturity, the Company may, at its
option, elect, by notice to the Trustee and the Noteholders, that upon
conversion of the Notes at any time following the date of such notice, to be
required to deliver cash in an amount at least equal to the principal amount of
the Notes converted. If the Company makes such election, the Company will also
be required to deliver cash only in connection with any Principal Value
Conversion.

            (k) In the event the Company receives a Form of Conversion Notice
from a holder in accordance with clause (g) above and in connection with a
Fundamental Change pursuant to Section 14.01(a)(v), the Company shall deliver to
such holder (i) if such holder is entitled to a Make Whole Premium in connection
with such conversion, the Make Whole Premium determined in accordance with
Article 15, which shall be payable on the applicable Designated Event Repurchase
Date, and an amount equal to any accrued but unpaid cash interest to, but
excluding, the Conversion Date, which interest shall be payable in cash, plus
(ii) the number of shares of Common Stock (or cash or a combination of cash and
Common Stock) into which such Notes are convertible (if such Notes are
surrendered for conversion prior to the record date for receiving distributions
in connection with the Fundamental Change or, if earlier, the effective date of
such Fundamental Change) or the kind and amount of cash, securities and other
assets or property which such holder would have received if such holder had held
the number of shares of Common Stock into which such Notes were convertible
immediately prior to the transaction (if such Notes are surrendered for
conversion after such record date or effective date, as the case may be).

            SECTION 14.03. Cash Payments in Lieu of Fractional Shares. No
fractional shares of Common Stock or scrip certificates representing fractional
shares shall be issued upon conversion of Notes. If more than one Note shall be
surrendered for conversion at one time by the same holder, the number of full
shares that shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Notes (or specified portions thereof to
the extent permitted hereby) so surrendered. If any fractional share of stock
would be issuable upon the conversion of any Note or Notes, the Company shall
make an adjustment and payment therefor in cash to the holder of Notes at the
Last Reported Sale Price of

                                       58



the Common Stock on the last Trading Day immediately preceding the day on which
the Notes (or specified portions thereof) are deemed to have been converted.

            SECTION 14.04. Conversion Rate. Each $1,000 principal amount of the
Notes shall be convertible into the number of shares of Common Stock specified
in the form of Note (herein called the "CONVERSION RATE") set forth in Appendix
A hereto (initially 83.0703 shares), subject to adjustment as provided in this
Article 14.

            SECTION 14.05. Adjustment of Conversion Rate. The Conversion Rate
(and the Stock Price Threshold, the Stock Price Cap and each of the stock prices
set forth in the table in Section 15.01(b)(ii)(A) used to determine the Make
Whole Premium, if applicable) shall be adjusted from time to time by the Company
as follows:

            (a) If shares of Common Stock are issued as a dividend or
distribution on shares of Common Stock, or if a stock split or stock combination
is effected, the conversion rate will be adjusted based on the following
formula:

                                         OS(1)
                         CR(1) = CR(0) x -----
                                         OS(0)

      where,

           CR(0) = the Conversion Rate in effect immediately prior to such event

           CR(1) = the Conversion Rate in effect immediately after such event

           OS(0) = the number of shares of Common Stock outstanding immediately
                   prior to such event

           OS(1) = the number of shares of Common Stock outstanding immediately
                   prior to such event plus the total number of shares
                   constituting such dividend or distribution

An adjustment made pursuant to this subsection (a) shall become effective on the
date immediately after (x) the date fixed for the determination of stockholders
entitled to receive such dividend or other distribution or (y) the date on which
such split or combination becomes effective, as applicable. If any dividend or
distribution described in this subsection (a) is declared but not so paid or
made, the Conversion Rate shall again be adjusted to the Conversion Rate that
would then be in effect if such dividend or distribution had not been declared.

            (b) If any rights, warrants or options are issued to all or
substantially all holders of Common Stock entitling them for a period of not
more than 60 days to subscribe for or purchase shares of Common Stock, or
securities convertible into shares of Common Stock, in either case at a price
per share or a conversion price per share less than the Last Reported Sale Price
of Common Stock on the Trading Day immediately preceding the day on which such
issuance is announced, the Conversion Rate will be adjusted based on the
following formula:

                                         OS(0)+X
                         CR(1) = CR(0) x -------
                                         OS(0)+Y

                                       59


      where,

           CR(0) = the Conversion Rate in effect immediately prior to such event

           CR(1) = the Conversion Rate in effect immediately after such event

           OS(0) = the number of shares of Common Stock outstanding immediately
                   prior to such event

           X     = the total number of shares of Common Stock issuable pursuant
                   to such rights, warrants or options

           Y     = the number of shares of Common Stock equal to the aggregate
                   price payable to exercise such rights divided by the average
                   of the Last Reported Sale Prices of Common Stock for the ten
                   consecutive Trading Days prior to the Trading Day immediately
                   preceding the record date for the issuance of such rights,
                   warrants or options

            An adjustment made pursuant to this subsection (b) shall be made
successively whenever such rights, warrants or options are issued, and shall
become effective on the day following the date of announcement of such issuance.
If at the end of the period during which such rights, warrants or options are
exercisable, not all rights, warrants or options have been exercised, the
adjusted Conversion Rate shall be immediately readjusted to what it would have
been based upon the number of additional shares of Common Stock actually issued
(or the number of shares of Common Stock issuable upon conversion of convertible
securities actually issued).

In determining whether such rights, warrants or options entitle the holder to
subscribe for or purchase shares of Common Stock at less than the average Last
Reported Sale Price, and in determining the aggregate offering price of such
shares of Common Stock, there shall be taken into account any consideration
received by the Company for such rights or warrants and any amount payable on
exercise or conversion thereof, the value of such consideration, if other than
cash, to be determined by the Board of Directors.

            (c) If shares of the Company's Capital Stock, evidences of the
Company's indebtedness or other assets or property of the Company is distributed
to all or substantially all holders of Common Stock, excluding:

            (i) dividends, distributions and rights, warrants, options or
      securities referred to in clause (a) or (b) above; and

            (ii) dividends or distributions in cash referred to in clause (d)
      below;

      then the conversion rate will be adjusted based on the following formula:

                                           SP(0)
                         CR(1) = CR(0) x ---------
                                         SP(0)-FMV

      where,

                                       60



           CR(0) = the Conversion Rate in effect immediately prior to such
                   distribution

           CR(1) = the Conversion Rate in effect immediately after such
                   distribution

           SP(0) = the average of the Last Reported Sale Prices of Common Stock
                   for the ten consecutive Trading Days prior to the Trading Day
                   immediately preceding the Ex Dividend Date for such
                   distribution

           FMV   = the Fair Market Value of the shares of Capital Stock,
                   evidences of indebtedness, assets or property distributed
                   with respect to each outstanding share of Common Stock on the
                   Ex Dividend Date for such distribution

            An adjustment made pursuant to the above paragraph shall be made
successively whenever any such distribution is made and shall become effective
on the day immediately after the date fixed for the determination of
shareholders entitled to receive such distribution.

            With respect to an adjustment pursuant to this clause (c) where
there has been a payment of a dividend or other distribution on Common Stock or
shares of the Company's Capital Stock of any class or series, or similar equity
interest, of or relating to a Subsidiary of the Company or other business unit
(a "SPIN-OFF"), the Conversion Rate in effect immediately before the close of
business on the record date fixed for determination of holders entitled to
receive the distribution will be increased based on the following formula:

                                         FMV+MP(0)
                         CR(1) = CR(0) x ---------
                                           MP(0)

      where,

           CR(0) = the Conversion Rate in effect immediately prior to such
                   distribution

           CR(1) = the Conversion Rate in effect immediately after such
                   distribution

           FMV   = the average of the Last Reported Sale Prices of the Company's
                   Capital Stock or similar equity interest distributed to
                   holders applicable to one share of Common Stock over the
                   first 10 Trading Days after the effective date of the
                   Spin-off

           MP(0) = the average of the Last Reported Sale Prices of Common Stock
                   over the first 10 consecutive Trading Days after the
                   effective date of the Spin-off

            (d) If any cash dividend or distribution is made to all or
substantially all holders of Common Stock, the Conversion Rate will be adjusted
based on the following formula:

                                          SP(0)
                         CR(1) = CR(0) x -------
                                         SP(0)-C

      where,

                                       61



           CR(0) = the Conversion Rate in effect immediately prior to the record
                   date for such distribution

           CR(1) = the Conversion Rate in effect immediately after the Ex
                   Dividend Date for such distribution

           SP(0) = the average of the Last Reported Sale Prices of Common Stock
                   for the ten consecutive Trading Days prior to the Trading Day
                   immediately preceding the Ex Dividend Date of such
                   distribution

           C     = the amount in cash per share the Company distributes to
                   holders of Common Stock

An adjustment made pursuant to this subsection (d) shall become effective on the
date immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution. If any dividend or
distribution described in this subsection (d) is declared but not so paid or
made, the Conversion Rate shall again be adjusted to the Conversion Rate that
would then be in effect if such dividend or distribution had not been declared.

            (e) The Conversion Rate will be increased if the Company or any of
its Subsidiaries purchases shares of Common Stock pursuant to a tender offer or
exchange offer which involves an aggregate consideration that exceeds the Last
Reported Sale Price of Common Stock on the Trading Day next succeeding the last
date on which tenders or exchanges may be made pursuant to the tender offer or
exchange offer (the "EXPIRATION TIME"). The Conversion Rate will be increased
based on the following formula:

                                         AC+(SP(1) x OS(1))
                         CR(1) = CR(0) x ------------------
                                            SP(1) x OS(0)

      where,

           CR(0) = the Conversion Rate in effect on the date such tender offer
                   or exchange offer expires

           CR(1) = the Conversion Rate in effect on the day next succeeding the
                   date such tender offer or exchange offer expires

           AC    = the aggregate value of all cash and any other consideration
                   (as determined by the Board of Directors) paid or payable for
                   all shares of Common Stock that the Company or one of its
                   Subsidiaries purchases in the tender offer or exchange offer

           OS(0) = the number of shares of Common Stock outstanding immediately
                   prior to the date such tender offer or exchange offer expires

           OS(1) = the number of shares of Common Stock outstanding immediately
                   after the date such tender offer or exchange offer expires

                                       62



           SP(1) = the average of the Last Reported Sale Prices of Common Stock
                   for the ten consecutive Trading Days commencing on the
                   Trading Day next succeeding the date such tender offer or
                   exchange offer expires

If, however, the application of the foregoing formula would result in a decrease
in the Conversion Rate, no adjustment to the Conversion Rate will be made. Any
adjustment made pursuant to this subsection (e) shall become effective on the
date immediately following the Expiration Time. If the company is obligated to
purchase shares pursuant to any such tender or exchange offer, but the Company
is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall again be adjusted to
be the Conversion Rate that would be in effect if such tender or exchange offer
had not been made.

            (f) The reclassification of Common Stock into securities other than
Common Stock (other than any reclassification upon an event to which Section
14.06 applies) shall be deemed to involve (i) a distribution of such securities
other than Common Stock to all holders of Common Stock (and the effective date
of such reclassification shall be deemed to be the date fixed for the
determination of stockholders entitled to receive such distribution within the
meaning of Section 14.05(a)), and (ii) a subdivision, split or combination, as
the case may be, of the number of shares of Common Stock outstanding immediately
prior to such reclassification into the number of shares of Common Stock
outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be the date upon which such split or
combination becomes effective within the meaning of Section 14.05(a)).

            (g) Notwithstanding the foregoing provisions of Section 14.05, no
adjustment shall be made thereunder, nor shall an adjustment be made to the
ability of a holder of a Note to convert, for any distribution described therein
if the holder will otherwise participate in the distribution without conversion
of such holder's Notes.

            (h) The Company may make such increases in the Conversion Rate, in
addition to those required by clauses (a) through (f) of this Section 14.05, as
the Board of Directors considers to be advisable to avoid or diminish any income
tax to holders of Common Stock or rights to purchase Common Stock resulting from
any dividend or distribution of stock (or rights to acquire stock) or from any
event treated as such for income tax purposes.

            To the extent permitted by applicable law, the Company from time to
time may increase the Conversion Rate by any amount for any period of time if
the period is at least twenty (20) days, the increase is irrevocable during the
period and the Board of Directors shall have made a determination that such
increase would be in the best interests of the Company, which determination
shall be conclusive. Whenever the Conversion Rate is increased pursuant to the
preceding sentence, the Company shall mail to holders of record of the Notes a
notice of the increase at least fifteen (15) days prior to the date the
increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.

                                       63



            (i) Except as stated herein, no adjustment to the Conversion Rate
      need be made:

            (i) upon the issuance of any shares of Common Stock pursuant to any
      present or future plan providing for the reinvestment of dividends or
      interest payable on securities of the Company and the investment of
      additional optional amounts in shares of Common Stock under any plan;

            (ii) upon the issuance of any shares of Common Stock or options or
      rights to purchase those shares pursuant to any present or future
      employee, director or consultant benefit plan or program of or assumed by
      the Company or any of its Subsidiaries;

            (iii) upon the issuance of any shares of Common Stock pursuant to
      any option, warrant, right, or exercisable, exchangeable or convertible
      security not described in (ii) above and outstanding as of the Original
      Issuance Date;

            (iv) for a change in the par value of the Common Stock; or

            (v) for accrued and unpaid interest.

            (j) All calculations under this Article 14 shall be made by the
Company and shall be made to the nearest one-ten thousandth (1/10,000) of a
share.

            (k) Whenever the Conversion Rate is adjusted as herein provided, the
Company shall promptly file with the Trustee and any Conversion Agent other than
the Trustee an Officer's Certificate setting forth the Conversion Rate and the
applicable Make Whole Premium Table after such adjustment and setting forth a
brief statement of the facts requiring such adjustment. Unless and until a Trust
Officer of the Trustee shall have received such Officer's Certificate, the
Trustee shall not be deemed to have knowledge of any adjustment of the
Conversion Rate and may assume that the last Conversion Rate of which it has
knowledge is still in effect. Promptly after delivery of such certificate, the
Company shall prepare a notice of such adjustment of the Conversion Rate setting
forth the adjusted Conversion Rate and the date on which each adjustment becomes
effective and shall mail such notice of such adjustment of the Conversion Rate
to the holder of each Note at its last address appearing on the Note Register
provided for in Section 2.04 of this Indenture, within twenty (20) days after
execution thereof. Failure to deliver such notice shall not affect the legality
or validity of any such adjustment.

            (l) In any case in which this Section 14.05 provides that an
adjustment shall become effective immediately after (1) a record date or Stock
Record Date for an event, (2) the date fixed for the determination of
stockholders entitled to receive a dividend or distribution pursuant to Section
14.05(a), (3) a date fixed for the determination of stockholders entitled to
receive rights or warrants pursuant to Section 14.05(b) or (4) the Expiration
Time for any tender or exchange offer pursuant to Section 14.05(e), (each a
"DETERMINATION DATE"), the Company may elect to defer until the occurrence of
the applicable Adjustment Event (as hereinafter defined) (x) issuing to the
holder of any Note converted after such Determination Date and before the
occurrence of such Adjustment Event, the additional shares of Common Stock or
other securities issuable upon such conversion by reason of the adjustment
required by such Adjustment Event over and above the Common Stock issuable upon
such conversion before

                                       64



giving effect to such adjustment and (y) paying to such holder any amount in
cash in lieu of any fraction pursuant to Section 14.03; provided that in the
case of an adjustment made pursuant to Section 14.05(d) with respect to a
distribution of shares of Capital Stock of, or similar equity interest in, a
Subsidiary or other business unit of the Company, the Company may defer the
issuance of such additional shares and cash payment, if any, until the third
Business Day immediately following the last day of the twenty (20) consecutive
Trading Day period commencing on the fifth Trading Day after the Ex-Dividend
Date. For purposes of this Section 14.05(l), the term "ADJUSTMENT EVENT" shall
mean:

            (i) in any case referred to in clause (1) hereof, the occurrence of
      such event;

            (ii) in any case referred to in clause (2) hereof, the date any such
      dividend or distribution is paid or made;

            (iii) in any case referred to in clause (3) hereof, the date of
      expiration of such rights or warrants; and

            (iv) in any case referred to in clause (4) hereof, the date a sale
      or exchange of Common Stock pursuant to such tender or exchange offer is
      consummated and becomes irrevocable.

            (m) For purposes of this Section 14.05, the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock. The Company
will not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

            (n) Notwithstanding the foregoing provisions of Section 14.05, in
the event of an adjustment to the Conversion Rate pursuant to clause (d) or (e)
above, in no event shall the Conversion Rate exceed 107.9914, subject to
adjustment pursuant to clauses (a), (b) and (c) above.

            SECTION 14.06. Effect of Reclassification, Consolidation, Merger or
Sale. If any of the following events occur, namely (i) any reclassification or
change of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 14.05(c) applies), (ii) any consolidation, merger
or combination of the Company with another Person as a result of which holders
of Common Stock shall be entitled to receive stock, other securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, or (iii) any sale or conveyance of all or substantially all of the
properties and assets of the Company to any other Person as a result of which
holders of Common Stock shall be entitled to receive stock, other securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock, then the Company or the successor or purchasing Person, as
the case may be, shall execute with the Trustee a supplemental indenture (which
shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture) providing that each Note shall be convertible
into the kind and amount of shares of stock, other securities or other property
or assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance by a holder of a number
of

                                       65



shares of Common Stock issuable upon conversion of such Notes (assuming, for
such purposes, a sufficient number of authorized shares of Common Stock are
available to convert all such Notes) immediately prior to such reclassification,
change, consolidation, merger, combination, sale or conveyance assuming such
holder of Common Stock did not exercise his rights of election, if any, as to
the kind or amount of stock, other securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance (provided that, if the kind or amount of
stock, other securities or other property or assets (including cash) receivable
upon such reclassification, change, consolidation, merger, combination, sale or
conveyance is not the same for each share of Common Stock in respect of which
such rights of election shall not have been exercised ("NON-ELECTING SHARE"),
then for the purposes of this Section 14.06 the kind and amount of stock, other
securities or other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
for each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares). Such
supplemental indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
14.

            The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Notes, at its address appearing on the
Note Register provided for in Section 2.04 of this Indenture, within twenty (20)
days after execution thereof. Failure to deliver such notice shall not affect
the legality or validity of such supplemental indenture.

            The above provisions of this Section shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

            If this Section 14.06 applies to any event or occurrence, Section
14.05 shall not apply.

            SECTION 14.07. Taxes on Shares Issued. The issue of stock
certificates on conversions of Notes shall be made without charge to the
converting Noteholder for any documentary, stamp or similar issue or transfer
tax in respect of the issue thereof. The Company shall not, however, be required
to pay any such tax which may be payable in respect of any transfer involved in
the issue and delivery of stock in any name other than that of the holder of any
Note converted, and the Company shall not be required to issue or deliver any
such stock certificate unless and until the Person or Persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

            SECTION 14.08. Reservation of Shares, Shares to Be Fully Paid;
Compliance with Governmental Requirements; Listing of Common Stock. The Company
shall provide, free from preemptive rights, out of its authorized but unissued
shares or shares held in treasury, sufficient shares of Common Stock to provide
for the conversion of the Notes from time to time as such Notes are presented
for conversion.

            Before taking any action which would cause an adjustment increasing
the Conversion Rate to an amount that would cause the Conversion Price to be
reduced below the then par value, if any, of the shares of Common Stock issuable
upon conversion of the Notes, the

                                       66



Company will take all corporate action which may, in the opinion of its counsel,
be necessary in order that the Company may validly and legally issue shares of
such Common Stock at such adjusted Conversion Rate.

            The Company covenants that all shares of Common Stock which may be
issued upon conversion of Notes will upon issue be fully paid and nonassessable
by the Company and free from all taxes, liens and charges with respect to the
issue thereof.

            The Company covenants that, if any shares of Common Stock to be
provided for the purpose of conversion of Notes hereunder require registration
with or approval of any governmental authority under any federal or state law
before such shares may be validly issued upon conversion, the Company will in
good faith and as expeditiously as possible, to the extent then permitted by the
rules and interpretations of the Commission (or any successor thereto), endeavor
to secure such registration or approval, as the case may be.

            The Company further covenants that, at any time the Common Stock
shall be listed on the New York Stock Exchange, the Nasdaq National Market or
any other national securities exchange or automated quotation system, the
Company will, if permitted by the rules of such exchange or automated quotation
system, list and keep listed, so long as the Common Stock shall be so listed on
such exchange or automated quotation system, all Common Stock issuable upon
conversion of the Note; provided that if the rules of such exchange or automated
quotation system permit the Company to defer the listing of such Common Stock
until the first conversion of the Notes into Common Stock in accordance with the
provisions of this Indenture, the Company covenants to list such Common Stock
issuable upon conversion of the Notes in accordance with the requirements of
such exchange or automated quotation system at such time.

            SECTION 14.09. Responsibility of Trustee. The Trustee and any other
Conversion Agent shall not at any time be under any duty or responsibility to
any holder of Notes to determine the Conversion Rate or whether any facts exist
which may require any adjustment of the Conversion Rate, or with respect to the
nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other
Conversion Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Note; and the Trustee and any other Conversion Agent make no representations
with respect thereto. Neither the Trustee nor any Conversion Agent shall be
responsible for any failure of the Company to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property or
cash upon the surrender of any Note for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Company contained
in this Article 14. Without limiting the generality of the foregoing, neither
the Trustee nor any Conversion Agent shall be under any responsibility to
determine the correctness of any provisions contained in any supplemental
indenture entered into pursuant to Section 14.06 relating either to the kind or
amount of shares of stock or securities or property (including cash) receivable
by Noteholders upon the conversion of their Notes after any event referred to in
such Section 14.06 or to any adjustment to be made with respect thereto, but,
subject to the provisions of Section 7.02, may accept as conclusive evidence of
the correctness of any such provisions, and shall be protected in

                                       67



relying upon, the Officer's Certificate (which the Company shall be obligated to
file with the Trustee prior to the execution of any such supplemental indenture)
with respect thereto.

            SECTION 14.10. Notice to Holders Prior to Certain Actions.

      In case:

            (a) the Company shall declare a dividend (or any other distribution)
on its Common Stock that would require an adjustment in the Conversion Rate
pursuant to Section 14.05; or

            (b) the Company shall authorize the granting to the holders of all
or substantially all of its Common Stock of rights or warrants to subscribe for
or purchase any share of any class or any other rights or warrants; or

            (c) of any reclassification or reorganization of the Common Stock of
the Company (other than a subdivision or combination of its outstanding Common
Stock, or a change in par value, or from par value to no par value, or from no
par value to par value), or of any consolidation or merger to which the Company
is a party and for which approval of any stockholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company; or

            (d) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each
holder of Notes at its address appearing on the Note Register provided for in
Section 2.04 of this Indenture, as promptly as possible but in any event at
least ten (10) days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.

            SECTION 14.11. Shareholder Rights Plan. To the extent that the
Company adopts any future rights plan, upon conversion of the Notes into Common
Stock, holders of Notes shall receive, in addition to Common Stock, the rights
under the future rights plan unless the rights have separated from the Common
Stock at the time of conversion, in which case the conversion rate will be
adjusted as if the Company distributed to all holders of Common Stock shares of
the Company's Capital Stock, evidences of indebtedness or assets or property in
accordance with Section 14.05(b), subject to readjustments in the event of the
expiration, termination or redemption of such rights.

                                       68



            SECTION 14.12. Exchange in Lieu of Conversion. The Company shall
have the option, exercisable at any time or from time to time, by an instrument
in writing signed by the Company and provided to the Conversion Agent, to
designate a, or change the existing designation of the, financial institution
(an "EXCHANGE PARTY") of which Notes surrendered by a holder for conversion will
initially be offered by the Conversion Agent on behalf of a holder for exchange
in lieu of conversion. In order to accept any Notes surrendered for conversion,
the Exchange Party must agree to deliver in exchange for such Notes, a number of
full shares of Common Stock issuable on conversion thereof based on the
applicable Conversion Rate, plus cash for any fractional shares, or cash or a
combination of cash and Common Stock in lieu thereof in the form that would
otherwise have been deliverable by the Company under this Article 14. If the
Exchange Party accepts any Notes for conversion, it will deliver to the
Conversion Agent, and the Conversion Agent will deliver to the converting
holders, the shares of Common Stock or other consideration payable with respect
to such Notes. In the event that the Exchange Party agrees to accept any Notes
for conversion but fails to deliver the consideration for the converted Notes by
the second Business Day following the determination of the applicable stock
price, the Notes will be converted by the Company in accordance with this
Article 14 and the Company will, as promptly as practicable thereafter, but not
later than three Business Days following the determination of the applicable
stock price, deliver to the Holder shares of Common Stock (together with any
cash payment in lieu of fractional shares) or cash or a combination of cash and
shares of Common Stock in accordance with this Article 14. Any Notes exchanged
by the Exchange Party shall remain outstanding. The designation by the Company
of an Exchange Party does not require such Exchange Party to accept any Notes
for conversion. If the Exchange Party declines to accept any Notes surrendered
for conversion, the Company will convert the Notes on the terms provided in this
Indenture. The Company will not pay any consideration to, or otherwise enter
into any arrangement with, the Exchange Party for or with respect to such
designation.

                                   ARTICLE 15
                               MAKE WHOLE PREMIUM

            SECTION 15.01. Make Whole Premium. (a) If a Fundamental Change that
constitutes a Change of Control becomes effective on or prior to June 15, 2011,
the Company shall pay the Make Whole Premium to holders of the Notes who convert
their Notes pursuant to Section 14.01(a)(v) in connection with such Fundamental
Change or to holders of the Notes who surrender their Notes for repurchase upon
such Fundamental Change pursuant to Section 3.04. The Make Whole Premium will be
paid on the Designated Event Repurchase Date solely in shares of Common Stock
(other than cash paid in lieu of fractional shares) or in the same form of
consideration into which shares of Common Stock have been converted in
connection with the Fundamental Change. If holders of Common Stock have the
right to elect the form of consideration received in a Fundamental Change, then
for purposes of the foregoing the consideration into which a share of Common
Stock has been converted shall be deemed to equal the aggregate consideration
distributed in respect of all shares of Common Stock divided by the total number
of shares of Common Stock participating in the distribution.

            (b) The Make Whole Premium will be determined as follows:

                                       69



            (i) "STOCK PRICE" means the price paid per share of Common Stock in
      the transaction constituting the Fundamental Change, determined as
      follows:

                  (A) if holders of the Common Stock receive only cash in such
            Fundamental Change, the Stock Price shall be the cash amount paid
            per share of Common Stock; and

                  (B) otherwise, the Stock Price shall be the average of the
            Last Reported Sale Price of the Common Stock on the 10 Trading Days
            up to but not including the effective date of such Fundamental
            Change.

            (ii) "ADDITIONAL PREMIUM" means the percentage (expressed as a
      decimal) set forth on the tables below:

                  (A) the table below sets forth the Additional Premiums prior
            to June 20, 2008 for the Stock Price and the effective date of the
            Fundamental Change:



                                                                 Stock Price
                      -------------------------------------------------------------------------------------------------
Effective Date        $9.26     $10.00       $11.00     $12.00      $13.00     $15.00     $20.00     $50.00     $100.00
- -----------------------------------------------------------------------------------------------------------------------
                                                                                     
July 2, 2004           0.0%       4.6%        10.9%      17.4%       16.4%      14.0%       9.3%       0.6%        0.0%
June 15, 2005          0.0%       2.4%         8.8%      15.4%       14.6%      11.5%       7.8%       0.4%        0.0%
June 15, 2006          0.0%       1.0%         6.9%      13.4%       11.9%       9.5%       5.3%       0.4%        0.0%
June 15, 2007          0.0%       0.5%         4.5%      10.5%        9.3%       6.0%       2.9%       0.4%        0.0%
June 19, 2008          0.0%       1.7%         1.7%       1.7%        1.7%       1.7%       1.7%       1.7%        0.0%


                  If the Stock Price is (1) between two Stock Price amounts on
            the table or the effective date of the Fundamental Change is between
            two dates on the table, the Additional Premium will be determined by
            straight-line interpolation between Additional Premium amounts set
            forth for the higher and lower Stock Price amounts and the two
            dates, as applicable, based on a 365 day year. The Stock Prices set
            forth in the column headers are subject to adjustment pursuant to
            Section 14.05.

                  (B) The table below sets forth the Additional Premiums on or
            after June 20, 2008:



       Effective Date of Fundament Change                             Additional Premium
- ---------------------------------------------------                   ------------------
                                                                   
Beginning June 20, 2008 and ending on June 14, 2009                          1.7%
Beginning June 15, 2009 and ending on June 14, 2010                          1.1%
Beginning June 15, 2010 and ending on June 14, 2011                          0.6%


            (iii) "MAKE WHOLE PREMIUM" means the amount per $1,000 original
      principal amount of Notes equal to:

                  (A) if the effective date of the Fundamental Change is on or
            after June 16, 2011, $0;

                                       70



                  (B) if the Stock Price is less than $9.26 (subject to
            adjustment pursuant to Section 15.02) (the "STOCK PRICE THRESHOLD"),
            $0; and

                  (C) if the Stock Price is more than $100.00 (subject to
            adjustment pursuant to Section 15.02) (the "STOCK PRICE CAP"), $0;
            and

                  (D) otherwise, the dollar amount equal to the product of the
            Additional Premium and $1,000.

            (c) The value of the shares of Common Stock, or other consideration
to be received, for purposes of determining the number of shares to be issued,
or other consideration to be delivered, in respect of the Make Whole Premium
will be calculated as follows:

            (i) in the case of a Fundamental Change in which all or
      substantially all of the shares of Common Stock have been converted as of
      the effective date of such Fundamental Change into the right to receive
      securities or other assets or property, then the value of the shares of
      Common Stock will equal the value of the consideration paid per share,
      with the consideration valued as follows:

                  (A) securities that are traded on an United States national
            securities exchange or approved for quotation on the Nasdaq National
            Market or any similar system of automated dissemination of
            quotations of securities prices will be valued based on 98% of the
            average Last Reported Sale Price on the ten (10) Trading Days prior
            to but excluding the Designated Event Repurchase Date,

                  (B) other securities, assets or property (other than cash)
            which holders will have the right to receive will be valued based on
            98% of the average of the fair market value of such securities,
            assets or property (other than cash) as determined by two
            independent nationally recognized investment banks selected by the
            Trustee, and

                  (C) 100% of any cash; and

            (ii) in all other cases, the value of each share of Common Stock
      will equal 98% of the average of the Last Reported Sale Price of Common
      Stock on the ten (10) Trading Days prior to but excluding the Designated
      Event Repurchase Date.

Notwithstanding the foregoing, in no event shall the value of each share of
Common Stock (or of the securities or other assets or property into which each
share of Common Stock has been converted) be less than 50% of the Stock Price
used to determine the amount of the Make Whole Premium.

            The Trustee (or other Conversion Agent appointed by the Company)
shall, on behalf of and on request by the Company or the Trustee, calculate (A)
the Stock Price, and (B) the Additional Premium and Make Whole Premium with
respect to such Stock Price, based on the effective date specified by the
Company or the Trustee, and shall deliver its calculation of the Stock Price and
Make Whole Premium to the Company and the Trustee within three

                                       71



Business Days of the request by the Company or the Trustee. In addition, the
Trustee or Conversion Agent shall, on behalf of and upon request by the Company
or the Trustee no less than three Business Days prior to a Designated Event
Repurchase Date, make the determinations described in Section 15.01(c)(i)(A) and
Section 15.01(c)(ii) above and deliver its calculations to the Company or the
Trustee by 9:00 p.m., New York City time, on the day prior to the Designated
Event Repurchase Date. The Company, or at the Company's request, the Trustee in
the name and at the expense of the Company, (x) shall notify the holders of the
Stock Price and Make Whole Premium per $1,000 original principal amount of Notes
with respect to a Fundamental Change as part of the Fundamental Change Notice
and (y) shall notify the holders promptly upon the opening of business on the
Designated Event Repurchase Date of the number of shares of Common Stock (or
such other securities, assets or property into which all or substantially all of
the shares of Common Stock have been converted as of the effective date as
described above) to be paid in respect of the Make Whole Amount in connection
with such Fundamental Change and the Company shall also publicly announce such
information and publish it on the Company's website. Any notice so given shall
be conclusively presumed to have been duly given, whether or not the Holder
receives such notice.

            (d) On or prior to the Designated Event Repurchase Date, the Company
will deposit with the Trustee or with one or more Paying Agents (or, if the
Company is acting as its own Paying Agent, set aside, segregate and hold in
trust) an amount of shares of Common Stock (or in the case of a Fundamental
Change in which all or substantially all of the shares of Common Stock have been
converted as of the effective date into the right to receive securities or other
assets or property, an amount of such other securities or other assets or
property) sufficient to pay the Make Whole Premium with respect to all the Notes
to be repurchased on such date and all the Notes converted in connection with
such Fundamental Change; provided that if such payment is made on the Designated
Event Repurchase Date it must be received by the Trustee or paying agent, as the
case may be, by 10:00 a.m., New York City time, on such date. Payment of the
Make Whole Premium for Notes surrendered for repurchase (and not withdrawn)
prior to the close of business on the third Business Day immediately preceding
the Designated Event Repurchase Date or surrendered for conversion within the
period described in Section 14.01(a)(v), will be made promptly (but in no event
more than five (5) Business Days) following the Designated Event Repurchase Date
by mailing checks in respect of cash and otherwise delivering entitlements to
securities, other assets or property for the amount payable to the holders of
such Notes entitled thereto as they shall appear in the Note Register.

            SECTION 15.02. Adjustments Relating to Make Whole Premium. Whenever
the Conversion Rate shall be adjusted from time to time by the Company pursuant
to Section 14.05, the Stock Price Threshold and the Stock Price Cap shall be
adjusted and each of the stock prices set forth in the table above in Section
15.01(b)(ii)(A) will be adjusted by multiplying each such amount by a fraction
the numerator of which is the Conversion Rate immediately prior to such
adjustment and the denominator of which is the Conversation Rate as so adjusted.

                                       72



                                   ARTICLE 16
                            MISCELLANEOUS PROVISIONS

            SECTION 16.01. Provisions Binding on Successors. All the covenants,
stipulations, promises and agreements by a party hereto contained in this
Indenture shall bind such party's successors and assigns whether so expressed or
not.

            SECTION 16.02. Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any Person that shall at the time be the lawful sole successor of the
Company.

            SECTION 16.03. Addresses for Notices, Etc. Any notice or demand
which by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Notes on the Company shall be deemed
to have been sufficiently given or made, for all purposes, if given or served by
being deposited postage prepaid by registered or certified mail in a post office
letter box or sent by telecopier transmission addressed as follows: The Goodyear
Tire & Rubber Company, 1144 East Market Street, Akron, Ohio 44316-0001,
Attention: General Counsel and Secretary, telecopier no: (330) 796-8836. Any
notice, direction, request or demand hereunder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
served by being deposited, postage prepaid, by registered or certified mail in a
post office letter box or sent by telecopier transmission addressed to the
Corporate Trust Office of the Trustee.

            By notice to the other party, the Company or the Trustee, as the
case may be, may designate additional or different addresses for subsequent
notices or communications.

            Any notice or communication mailed to a Noteholder shall be mailed
to him by first class mail, postage prepaid, at his address as it appears on the
Note Register and shall be sufficiently given to him if so mailed within the
time prescribed.

            Failure to mail a notice or communication to a Noteholder or any
defect in it shall not affect its sufficiency with respect to other Noteholders.
If a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

            SECTION 16.04. Governing Law. This Indenture and each Note shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of the State of New
York (including Section 5-1401 of the New York General Obligations Law or any
successor to such statute).

            SECTION 16.05. Evidence of Compliance with Conditions Precedent,
Certificates to Trustee. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

                                       73



            Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include: (1) a statement that each Person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of each such Person, he has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of each
such Person, such condition or covenant has been complied with.

            SECTION 16.06. Legal Holidays. In any case in which the date of
maturity of interest on, Make Whole Premium (if any) on, or principal of the
Notes or the Redemption Date of any Note or any Repurchase Date with respect to
any Note will not be a Business Day, then payment of such interest on, Make
Whole Premium (if any) on, or principal of the Notes need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the Redemption Date or the
Repurchase Date, as the case may be, and no interest shall accrue for the period
from and after such date to the next succeeding Business Day.

            SECTION 16.07. Company Responsible for Making Calculations. Unless
otherwise specified in this Indenture, the Company will be responsible for
making all calculations called for under the Notes. These calculations include,
but are not limited to, determination of the Last Reported Sale Price, the
amount of accrued interest payable on the Notes and the Conversion Rate of the
Notes. The Company will make these calculations in good faith and, absent
manifest error, these calculations will be final and binding on the Noteholders.
Promptly after the calculation thereof, the Company will provide to each of the
Trustee and the Conversion Agent an Officer's Certificate setting forth a
schedule of its calculations, and each of the Trustee and the Conversion Agent
is entitled to conclusively rely upon the accuracy of such calculations without
independent verification. The Trustee will forward the Company's calculations to
any holder upon the request of such holder.

            SECTION 16.08. Trust Indenture Act. This Indenture is hereby made
subject to, and shall be governed by, the provisions of the Trust Indenture Act
required to be part of and to govern indentures qualified under the Trust
Indenture Act; provided that this Section 16.08 shall not require this Indenture
or the Trustee to be qualified under the Trust Indenture Act prior to the time
such qualification is in fact required under the terms of the Trust Indenture
Act, nor shall it constitute any admission or acknowledgment by any party to the
Indenture that any such qualification is required prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act. If
any provision hereof limits, qualifies or conflicts with another provision
hereof which is required to be included in an indenture qualified under the
Trust Indenture Act, such required provision shall control.

            SECTION 16.09. No Security Interest Created. Except as provided in
Section 7.07, nothing in this Indenture or in the Notes, expressed or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect, in any jurisdiction in which property of the Company or its subsidiaries
is located.

                                       74



            SECTION 16.10. Benefits of Indenture. Nothing in this Indenture or
in the Notes, express or implied, shall give to any Person, other than the
parties hereto, any Paying Agent, any authenticating agent, any Note Registrar
and their successors hereunder and the holders of Notes any benefit or any legal
or equitable right, remedy or claim under this Indenture.

            SECTION 16.11. Table of Contents, Headings, Etc. The table of
contents and the titles and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

            SECTION 16.12. Authenticating Agent. The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and delivery of Notes in connection with
the original issuance thereof and transfers and exchanges of Notes hereunder,
including under Sections 2.03, 2.07, 2.08, 2.10, 3.02 and 3.07, as fully to all
intents and purposes as though the authenticating agent had been expressly
authorized by this Indenture and those Sections to authenticate and deliver
Notes. For all purposes of this Indenture, the authentication and delivery of
Notes by the authenticating agent shall be deemed to be authentication and
delivery of such Notes "by the Trustee" and a certificate of authentication
executed on behalf of the Trustee by an authenticating agent shall be deemed to
satisfy any requirement hereunder or in the Notes for the Trustee's certificate
of authentication. Such authenticating agent shall at all times be a Person
eligible to serve as trustee hereunder pursuant to Section 7.10.

            Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate trust business
of any authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 16.12, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.

            Any authenticating agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time terminate the agency of any authenticating agent by giving written notice
of termination to such authenticating agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any authenticating agent shall cease to be eligible under this Section, the
Trustee shall either promptly appoint a successor authenticating agent or itself
assume the duties and obligations of the former authenticating agent under this
Indenture and, upon such appointment of a successor authenticating agent, if
made, shall give written notice of such appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment of
a successor authenticating agent to all holders of Notes as the names and
addresses of such holders appear on the Note Register.

            The Company agrees to pay to the authenticating agent from time to
time such reasonable compensation for its services as shall be agreed upon in
writing between the Company and the authenticating agent.

                                       75



            The provisions of Sections 7.02, 7.03, 7.04 and 8.03 and this
Section 16.12 shall be applicable to any authenticating agent.

            SECTION 16.13. Execution in Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

            SECTION 16.14. Severability. In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, then (to the extent
permitted by law) the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

            Wells Fargo Bank, N.A. hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions herein above set forth.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       76



            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed.

                                      THE GOODYEAR TIRE & RUBBER COMPANY

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

                                      WELLS FARGO BANK, N.A., as Trustee

                                      By:   /s/ Timothy P. Mowdy
                                          --------------------------------------
                                            Name: Timothy P. Mowdy
                                            Title: Assistant Vice President

                                       77



                                                                      APPENDIX A

                          PROVISIONS RELATING TO NOTES

      1. Definitions

      1.1 Definitions

      For the purposes of this Appendix A the following terms shall have the
meanings indicated below:

            "Definitive Note" means a certificated Note (bearing the Restricted
Securities Legend if the transfer of such Note is restricted by applicable law)
that does not include the Global Notes Legend.

            "Depositary" means The Depository Trust Company, its nominees and
their respective successors.

            "Global Notes Legend" means the legend set forth in Appendix A to
this Indenture.

            "IAI" means an institutional "accredited investor" as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

            "Initial Purchasers" means Goldman, Sachs & Co., Deutsche Bank
Securities Inc. and J.P. Morgan Securities Inc.

            "Purchase Agreement" means (1) with respect to the Securities issued
on the Original Issue Date, the Purchase Agreement dated June 28, 2004, among
the Company and the Initial Purchasers, and (2) with respect to each issuance of
Additional Securities issued in a transaction exempt from the registration
requirements of the Securities Act, the purchase agreement among the Company and
the Persons purchasing such Additional Securities.

            "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

            "Registration Agreement" means (1) with respect to the Securities
issued on the Original Issue Date, the Registration Rights Agreement dated July
2, 2004, among the Company and the Initial Purchasers as amended from time to
time in accordance with its terms, and (2) with respect to each issuance of
Additional Securities issued in a transaction exempt from the registration
requirements of the Securities Act, the registration rights agreement, if any,
among the Company and the Persons purchasing such Additional Securities under
the related Purchase Agreement.

            "Restricted Securities Legend" means the legend set forth in Section
2.3(d)(i) herein.

                                      A-1



            "Rule 144A" means Rule 144A as promulgated under the Securities Act.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Securities Custodian" means the custodian with respect to a Global
Note (as appointed by the Depositary) or any successor person thereto, who shall
initially be the Trustee.

            "Shelf Registration Statement" means the registration statement
filed by the Company in connection with an offer and sale of Notes pursuant to a
Registration Agreement.

            "Transfer Restricted Notes" means Definitive Notes and any other
Notes that bear or are required to bear the Restricted Securities Legend.

      1.2 Other Definitions



                                                        Term:
                                                       ------
                                                    
"Agent Members"....................................    2.1(c)
"Global Notes".....................................    2.1(b)
"IAI Global Note"..................................    2.1(b)
"Rule 144A Global Note"............................    2.1(b)


      2. The Notes

      2.1 Form and Dating

            (a) The Notes will be (i) offered and sold by the Company pursuant
to the Purchase Agreement and (ii) resold, initially only to QIBs in reliance on
Rule 144A. Such Notes may thereafter be transferred to, among others, QIBs and
IAIs, subject to the restrictions on transfer set forth herein.

            (b) Global Notes. Notes initially resold pursuant to Rule 144A shall
be issued initially in the form of one or more permanent global Notes in
definitive, fully registered form (collectively, the "Rule 144A Global Note"),
without interest coupons and bearing the Global Notes Legend and Restricted
Securities Legend, which shall be deposited on behalf of the purchasers of the
Notes represented thereby with the Securities Custodian, and registered in the
name of the Depositary or a nominee of the Depositary, duly executed by the
Company and authenticated by the Trustee as provided in this Indenture.

            Beneficial interests in Rule 144A Global Notes may be exchanged for
an interest in securities resold to IAIs, which securities shall be issued in
the form of one or more permanent global Notes in definitive, fully registered
form (collectively, the "IAI Global Note"), if (1) such exchange occurs in
connection with a transfer of the securities in compliance with an exemption
under the Securities Act and (2) the transferor of the Rule 144A Global Note
first delivers to the trustee a written certificate (substantially in

                                      A-2



the form of Exhibit B) to the effect that (A) the Rule 144A Global Security is
being transferred to an "accredited investor" within the meaning of 501(a) (1),
(2), (3) or (7) under the Securities Act that is an institutional investor
acquiring the securities for its own account or for the account of such an
institutional accredited investor, in each case in a minimum principal amount of
Notes of $250,000, for investment purposes and not with a view to or for offer
or sale in connection with any distribution in violation of the Securities Act
and (B) in accordance with all applicable securities laws of the states of the
United States and other jurisdictions. The IAI Global Note shall be issued
without interest coupons and shall bear the Global Notes Legend and the
Restricted Securities Legend.

            Beneficial interests in IAI Global Notes may be exchanged for
interests in Rule 144A Global Notes if (1) such exchange occurs in connection
with a transfer of Notes in compliance with Rule 144A and (2) the transferor of
the beneficial interest in the IAI Global Notes first delivers to the Trustee a
written certificate (in a form satisfactory to the Trustee) to the effect that
the beneficial interest in the IAI Global Note is being transferred to a Person
(a) who the transferor reasonably believes to be a QIB, (b) purchasing for its
own account or the account of a QIB in a transaction meeting the requirements of
Rule 144A and (c) in accordance with all applicable securities laws of the
states of the United States and other jurisdictions.

            The Rule 144A Global Note and the IAI Global Note are collectively
referred to herein as "Global Notes". The aggregate principal amount of the
Global Securities may from time to time be increased or decreased by adjustments
made on the records of the Trustee and the Depositary or its nominee as
hereinafter provided.

            (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to a
Global Note deposited with or on behalf of the Depositary.

            The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(c) and Section 2.2 and pursuant to an order of the Company
signed by an Officer, authenticate and deliver one or more Global Notes that (i)
shall be registered in the name of the Depositary for such Global Note or Global
Notes or the nominee of such Depositary and (ii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's instructions or held
by the Trustee as Securities Custodian.

            Members of, or participants in, the Depositary ("Agent Members")
shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depositary or by the Trustee as Securities Custodian or
under such Global Note, and the Depositary may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of
such Global Note for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices of such
Depositary governing the exercise of the rights of a holder of a beneficial
interest in any Global Note.

                                      A-3



            (d) Definitive Notes. Except as provided in Section 2.3 or 2.4,
owners of beneficial interests in Global Notes will not be entitled to receive
physical delivery of certificated Notes.

      2.2 Authentication. The Trustee shall authenticate and make available for
delivery upon a written order of the Company signed by an Officer (a) Notes for
original issue on the date hereof in an aggregate principal amount of
$350,000,000, and (b) any Additional Securities for original issue in an
aggregate principal amount specified in the written order of the Company.

      2.3 Transfer and Exchange. (a) Transfer and Exchange of Definitive Notes.
When Definitive Notes are presented to the Registrar with a request:

            (i) to register the transfer of such Definitive Notes; or

            (ii) to exchange such Definitive Notes for an equal principal amount
      of Definitive Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Definitive Notes surrendered for transfer or exchange:

            (1) shall be duly endorsed or accompanied by a written instrument of
      transfer in form reasonably satisfactory to the Company and the Registrar,
      duly executed by the holder thereof or his attorney duly authorized in
      writing; and

            (2) in the case of Transfer Restricted Notes, are accompanied by the
      following additional information and documents, as applicable:

                  (A) if such Definitive Notes are being delivered to the
            Registrar by a holder for registration in the name of such holder,
            without transfer, a certification from such holder to that effect
            (in the form set forth on the reverse side of the Note); or

                  (B) if such Definitive Notes are being transferred to the
            Company, a certification to that effect (in the form set forth on
            the reverse side of the Note); or

                  (C) if such Definitive Notes are being transferred pursuant to
            an exemption from registration in accordance with Rule 144 under the
            Securities Act or in reliance upon another exemption from the
            registration requirements of the Securities Act, (x) a certification
            to that effect (in the form set forth on the reverse side of the
            Note) and (y) if the Company so requests, an opinion of counsel or
            other evidence reasonably satisfactory to it as to the compliance
            with the restrictions set forth in the legend set forth in Section
            2.3(d)(i).

                                      A-4



            (b) Restrictions on Transfer of a Definitive Note for a Beneficial
Interest in a Global Note. A Definitive Note may not be exchanged for a
beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive Note,
duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar, together with:

            (i) certification (in the form set forth on the reverse side of the
      Note) that such Definitive Note is being transferred (1) to a QIB in
      accordance with Rule 144A; and

            (ii) written instructions directing the Trustee to make, or to
      direct the Securities Custodian to make, an adjustment on its books and
      records with respect to such Global Note to reflect an increase in the
      aggregate principal amount of the Notes represented by the Global Note,
      such instructions to contain information regarding the Depositary account
      to be credited with such increase, then the Trustee shall cancel such
      Definitive Note and cause, or direct the Securities Custodian to cause, in
      accordance with the standing instructions and procedures existing between
      the Depositary and the Securities Custodian, the aggregate principal
      amount of Notes represented by the Global Note to be increased by the
      aggregate principal amount of the Definitive Note to be exchanged and
      shall credit or cause to be credited to the account of the Person
      specified in such instructions a beneficial interest in the Global Note
      equal to the principal amount of the Definitive Note so canceled. If no
      Global Notes are then outstanding and the Global Note has not been
      previously exchanged for certificated Notes pursuant to Section 2.4, the
      Company shall issue and the Trustee shall authenticate, upon written order
      of the Company in the form of an Officer's Certificate, a new Global Note
      in the appropriate principal amount.

            (c) Transfer and Exchange of Global Notes. (i) The transfer and
exchange of Global Notes or beneficial interests therein shall be effected
through the Depositary, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depositary therefor. A transferor of a beneficial interest in a Global Note
shall deliver a written order given in accordance with the Depositary's
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in such Global Note or
another Global Note and such account shall be credited in accordance with such
order with a beneficial interest in the applicable Global Note and the account
of the Person making the transfer shall be debited by an amount equal to the
beneficial interest in the Global Note being transferred.

            (ii) If the proposed transfer is a transfer of a beneficial interest
      in one Global Note to a beneficial interest in another Global Note, the
      Registrar shall reflect on its books and records the date and an increase
      in the principal amount of the Global Note to which such interest is being
      transferred in an amount equal to the principal amount of the interest to
      be so transferred, and the Registrar shall

                                      A-5



      reflect on its books and records the date and a corresponding decrease in
      the principal amount of Global Note from which such interest is being
      transferred.

            (iii) Notwithstanding any other provisions of this Appendix A (other
      than the provisions set forth in Section 2.4), a Global Note may not be
      transferred as a whole except by the Depositary to a nominee of the
      Depositary or by a nominee of the Depositary to the Depositary or another
      nominee of the Depositary or by the Depositary or any such nominee to a
      successor Depositary or a nominee of such successor Depositary.

            (iv) In the event that a Global Note is exchanged for Definitive
      Notes pursuant to Section 2.4 prior to the effectiveness of a Shelf
      Registration Statement with respect to such Notes, such Notes may be
      exchanged only in accordance with such procedures as are substantially
      consistent with the provisions of this Section 2.3 (including the
      certification requirements set forth on the reverse of the Notes intended
      to ensure that such transfers comply with Rule 144A or such other
      applicable exemption from registration under the Securities Act, as the
      case may be) and such other procedures as may from time to time be adopted
      by the Company.

            (d) Legend.

            (i) Except as permitted by the following paragraphs (ii) and (iii),
      each Note certificate evidencing the Global Notes and the Definitive Notes
      (and all Notes issued in exchange therefor or in substitution thereof)
      shall bear a legend in substantially the following form (each defined term
      in the legend being defined as such for purposes of the legend only):

      THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE
      NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
      "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
      ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
      PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY
      BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
      SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

      THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY
      NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A
      PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
      BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING
      FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
      IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN
      EXEMPTION FROM REGISTRATION UNDER THE

                                      A-6



      SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN
      INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING
      OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
      ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
      (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
      SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
      JURISDICTIONS.

      THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION AND ANY
      RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO
      MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND
      ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR
      THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR
      TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND
      SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH
      SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.

Each Definitive Note shall bear the following additional legend:

      IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
      AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
      TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
      COMPLIES WITH THE FOREGOING RESTRICTIONS.

            (ii) Upon any sale or transfer of a Transfer Restricted Note that is
a Definitive Note, the Registrar shall permit the holder thereof to exchange
such Transfer Restricted Note for a Definitive Note that does not bear the
legends set forth above and rescind any restriction on the transfer of such
Transfer Restricted Note if the holder certifies in writing to the Registrar
that its request for such exchange was made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse of the Note).

            (iii) After a transfer of any Notes during the period of the
effectiveness of a Shelf Registration Statement with respect to such Notes, all
requirements pertaining to the Restricted Securities Legend on such Notes shall
cease to apply and the requirements that any such Notes be issued in global form
shall continue to apply.

            (e) Cancelation or Adjustment of Global Note. At such time as all
beneficial interests in a Global Note have either been exchanged for Definitive
Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be
returned by the Depositary to the Trustee for cancelation or retained and
canceled by the Trustee. At

                                      A-7



any time prior to such cancelation, if any beneficial interest in a Global Note
is exchanged for Definitive Notes, transferred in exchange for an interest in
another Global Note, redeemed, repurchased or canceled, the principal amount of
Notes represented by such Global Note shall be reduced and an adjustment shall
be made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Note) with respect to such Global Note, by the Trustee
or the Securities Custodian, to reflect such reduction.

            (f) Obligations with Respect to Transfers and Exchanges of Notes.

            (i) To permit registrations of transfers and exchanges, the Company
shall execute and the Trustee shall authenticate, Definitive Notes and Global
Notes at the Registrar's request.

            (ii) No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax, assessments, or similar governmental charge payable in
connection therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchanges pursuant to Sections 2.07, 3.03, and
10.04 of this Indenture).

            (iii) Prior to the due presentation for registration of transfer of
any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem
and treat the person in whose name a Note is registered as the absolute owner of
such Note for the purpose of receiving payment of principal of and interest on
such Note and for all other purposes whatsoever, whether or not such Note is
overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar
shall be affected by notice to the contrary.

            (iv) All Notes issued upon any transfer or exchange pursuant to the
terms of this Indenture shall evidence the same debt and shall be entitled to
the same benefits under this Indenture as the Notes surrendered upon such
transfer or exchange.

            (g) No Obligation of the Trustee.

            (i) The Trustee shall have no responsibility or obligation to any
beneficial owner of a Global Note, a member of, or a participant in the
Depositary or any other Person with respect to the accuracy of the records of
the Depositary or its nominee or of any participant or member thereof, with
respect to any ownership interest in the Notes or with respect to the delivery
to any participant, member, beneficial owner or other Person (other than the
Depositary) of any notice (including any notice of redemption or repurchase) or
the payment of any amount, under or with respect to such Notes. All notices and
communications to be given to the holders and all payments to be made to holders
under the Notes shall be given or made only to the registered holders (which
shall be the Depositary or its nominee in the case of a Global Note). The rights
of beneficial owners in any Global Note shall be exercised only through the
Depositary subject to the applicable rules and procedures of the Depositary. The
Trustee may rely and shall be fully protected in relying upon information
furnished by the Depositary with respect to its members, participants and any
beneficial owners.

                                      A-8



            (ii) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Note (including any transfers between or among Depositary
participants, members or beneficial owners in any Global Note) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

      2.4 Definitive Notes

            (a) A Global Note deposited with the Depositary or with the Trustee
as Securities Custodian pursuant to Section 2.1 shall be transferred to the
beneficial owners thereof in the form of Definitive Notes in an aggregate
principal amount equal to the principal amount of such Global Note, in exchange
for such Global Note, only if such transfer complies with Section 2.3 and (i)
the Depositary notifies the Company that it is unwilling or unable to continue
as a Depositary for such Global Note or if at any time the Depositary ceases to
be a "clearing agency" registered under the Exchange Act, and a successor
depositary is not appointed by the Company within 90 days of such notice or
after the Company becomes aware of such cessation, or (ii) the Company, in its
sole discretion, notifies the Trustee in writing that it elects to cause the
issuance of certificated Notes under this Indenture.

            (b) Any Global Note that is transferable to the beneficial owners
thereof pursuant to this Section 2.4 shall be surrendered by the Depositary to
the Trustee, to be so transferred, in whole or from time to time in part,
without charge, and the Trustee shall authenticate and deliver, upon such
transfer of each portion of such Global Note, an equal aggregate principal
amount of Definitive Notes of authorized denominations. Any portion of a Global
Note transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $1,000 and any integral multiple thereof and
registered in such names as the Depositary shall direct. Any certificated Note
in the form of a Definitive Note delivered in exchange for an interest in the
Global Note shall, except as otherwise provided by Section 2.3(d), bear the
Restricted Securities Legend.

            (c) Subject to the provisions of Section 2.4(b), the registered
holder of a Global Note may grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent
Members, to take any action which a holder is entitled to take under this
Indenture or the Notes.

            (d) In the event of the occurrence of any of the events specified in
Section 2.4(a)(i), (ii) or (iii), the Company will promptly make available to
the Trustee a reasonable supply of Definitive Notes in fully registered form
without interest coupons.

                                      A-9



                                                                       EXHIBIT A

                             [FORM OF FACE OF NOTE]

                              [Global Notes Legend]

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                         [Restricted Securities Legend]

            THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.

            THIS NOTE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A
PERSON WHO THE TRANSFEROR

                                      E-1



REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN
INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (4)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B)
IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS.

            THIS NOTE, ANY SHARES OF COMMON STOCK ISSUABLE UPON ITS CONVERSION
AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME
TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY
SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE
INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF
RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND SUCH SHARES SHALL
BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TO
ANY SUCH AMENDMENT OR SUPPLEMENT.

Each Definitive Note shall bear the following additional legend:

            IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.

                                      E-2



                       THE GOODYEAR TIRE & RUBBER COMPANY

                          4.00% CONVERTIBLE SENIOR NOTE

                                                              CUSIP:

No.                                                           $

            The Goodyear Tire & Rubber Company, a corporation duly organized and
validly existing under the laws of the State of Ohio (herein called the
"COMPANY", which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to CEDE & CO. or its registered assigns the principal sum of $[           ]
dollars on June 15, 2034 [or such greater or lesser amount as is indicated on
Schedule I](1) at the office or agency of the Company maintained for that
purpose in accordance with the terms of the Indenture, in such coin or currency
of the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts, and to pay interest, semiannually
in arrears on June 15 and December 15 of each year, commencing December 15,
2004, on said principal sum at said office or agency, in like coin or currency,
at the rate per annum of 4.00%, from the June 15 or December 15, as the case may
be, next preceding the date of this Note to which interest has been paid or duly
provided for, unless the date hereof is a date to which interest has been paid
or duly provided for, in which case from the date of this Note, or unless no
interest has been paid or duly provided for on the Notes, in which case from
July 2, 2004 until payment of said principal sum has been made or duly provided
for. Except as otherwise provided in the Indenture, the interest payable on the
Note pursuant to the Indenture on any June 15 or December 15 will be paid to the
Person entitled thereto as it appears in the Note Register at the close of
business on the Regular Record Date, which shall be the June 1 or December 1
(whether or not a Business Day) next preceding such June 15 or December 15, as
provided in the Indenture; provided that any such interest not punctually paid
or duly provided for shall be payable as provided in the Indenture. The Company
shall pay interest (i) on any Notes in certificated form by check mailed to the
address of the Person entitled thereto as it appears in the Note Register (or,
upon written notice, by wire transfer in immediately available funds, if such
Person is entitled to interest on Notes with an aggregate principal amount in
excess of $2,000,000) or (ii) on any Global Note by wire transfer of immediately
available funds to the account of the Depositary or its nominee.

            The Company promises to pay interest at the rate of 4.00% per annum,
compounded semiannually. The Company shall pay interest on overdue principal at
the rate borne by the Notes plus 1% per annum, and it shall pay interest on
overdue installments of interest at such higher rate, to the extent lawful.

            Reference is made to the further provisions of this Note set forth
on the reverse hereof, including, without limitation, provisions giving the
holder of this Note the right to convert this Note into Common Stock of the
Company on the terms and subject to the limitations referred to on the reverse
hereof and as more fully specified in the Indenture. Under the

- -------------------
(1) This phrase should be included only if the Note is a Global Note.

                                      E-3



circumstances described in the Indenture, the Company may fulfill all or part of
its conversion obligation by delivering cash in lieu of Common Stock.

            This Note shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in accordance
with and governed by the laws of the State of New York (including Section 5-1401
of the New York General Obligations Law or any successor to such statute).

            This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually signed
by the Trustee or a duly authorized authenticating agent under the Indenture.

            If and to the extent that any provision of this Note limits,
qualifies or conflicts with a provision of the Indenture, such Indenture
provision shall control.

                                      E-4



            Additional provisions of this Note are set forth on the other side
of this Note.

            IN WITNESS WHEREOF, the parties have caused this instrument to be
duly executed.

                                      THE GOODYEAR TIRE & RUBBER COMPANY

                                      by: ______________________________________
                                          Name:
                                          Title:

Dated:

     TRUSTEE'S CERTIFICATE OF
             AUTHENTICATION

WELLS FARGO BANK, N.A.,

     as Trustee, certifies
     that this is one of the
     Notes referred to
     in the Indenture.

By: ______________________________
         Authorized Signatory

                                      E-5



                            [FORM OF REVERSE OF NOTE]

                       THE GOODYEAR TIRE & RUBBER COMPANY

                          4.00% CONVERTIBLE SENIOR NOTE

            This Note is one of a duly authorized issue of Notes of the Company,
designated as its 4.00% Convertible Senior Notes (herein called the "NOTES"),
issued and to be issued under and pursuant to an Indenture dated as of July 2,
2004 (herein called the "INDENTURE"), between the Company and Wells Fargo Bank,
N.A., as trustee (herein called the "TRUSTEE"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the holders of the Notes. The Company shall be
entitled to issue Additional Securities pursuant to Section 2.01(b) of the
Indenture. The Notes issued on the Original Issuance Date and any Additional
Securities will be treated as a single class for all purposes under the
Indenture.

            In case an Event of Default shall have occurred and be continuing,
the principal of and accrued interest on all Notes may be declared by either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Notes then outstanding, and upon said declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions provided in the
Indenture.

            The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of at least a majority in aggregate
principal amount of the Notes at the time outstanding, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Notes; provided that no such
supplemental indenture shall (i) extend the Stated Maturity of any Note, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof, or reduce any amount payable upon redemption or
repurchase thereof, or change the time at which any Note may be redeemed or
repurchased, or impair the right of any Noteholder to institute suit for the
payment thereof, or make the principal thereof or interest thereon payable in
any coin or currency other than that provided in the Notes, or affect the
obligation of the Company to redeem any Note on a Redemption Date in a manner
adverse to the holders, or affect the obligation of the Company to repurchase
any Note upon a Designated Event in a manner adverse to the holder of the Notes,
or affect the obligation of the Company to repurchase any Note on a Company
Repurchase Date in a manner adverse to the holder of the Notes, or impair the
right to convert the Notes into Common Stock subject to the terms set forth in
the Indenture, including Section 14.06 thereof, or reduce the number of shares
of Common Stock or other property receivable upon conversion, in each case
without the consent of the holder of each Note so affected, or modify any of the
provisions of Section 10.02 or Section 6.07 thereof, except to increase any such
percentage or to provide that certain other provisions of the Indenture cannot
be modified or waived without the consent of the holder of each Note so
affected, or change any obligation of the Company to maintain an office or
agency in the places and for the purposes set forth in Section 4.02 thereof, or
reduce the quorum or voting requirements set forth in Article 9 or (ii) reduce
the aforesaid percentage of Notes, the holders of which are required to consent
to

                                      E-6



any such supplemental indenture, without the consent of the holders of all Notes
then outstanding. Subject to the provisions of the Indenture, the holders of a
majority in aggregate principal amount of the Notes at the time outstanding may
on behalf of the holders of all of the Notes waive any existing or past default
or Event of Default under the Indenture and its consequences except (A) a
default in the payment of interest or premium (if any) on, or the principal of,
any of the Notes, (B) a failure by the Company to convert any Notes into Common
Stock, (C) a default in the payment of the Redemption Price pursuant to Article
3 of the Indenture, (D) a default in the payment of the Company Repurchase Price
or Designated Event Repurchase Price pursuant to Article 3 of the Indenture or
(E) a default in respect of a covenant or provisions of the Indenture which
under Article 10 of the Indenture cannot be modified or amended without the
consent of the holders of each or all Notes then outstanding or affected
thereby. Any such consent or waiver by the holder of this Note (unless revoked
as provided in the Indenture) shall be conclusive and binding upon such holder
and upon all future holders and owners of this Note and any Notes which may be
issued in exchange or substitution hereof, irrespective of whether or not any
notation thereof is made upon this Note or such other Notes.

            No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligations of the Company, which
are absolute and unconditional, to pay the principal of, premium (if any) and
interest on this Note at the place, at the respective times, at the rate and in
the coin or currency herein prescribed.

            Interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30-day months and, in the case of an incomplete month, the actual
number of days elapsed.

            The Notes are issuable in fully registered form, without coupons, in
denominations of $1,000 principal amount and any multiple of $1,000. At the
office or agency of the Company referred to on the face hereof, and in the
manner and subject to the limitations provided in the Indenture, without payment
of any service charge but with payment of a sum sufficient to cover any tax,
assessment or other governmental charge that may be imposed in connection with
any registration or exchange of Notes, Notes may be exchanged for a like
aggregate principal amount of Notes of any other authorized denominations.

            The holder of this Note is entitled to the benefits of the
Registration Rights Agreement. If a Registration Default occurs, the Company
shall be obligated to pay Liquidated Damages to each holder of Transfer
Restricted Notes during the period of such Registration Default, in an amount
equal to 0.25% per annum of the aggregate issue price of the Notes to and
including the 90th day following such Registration Default, and 0.50% per annum
of the aggregate issue price of the Notes from and after the 91st day following
such Registration Default until the earlier of (i) the day on which the
Registration Default has been cured and (ii) the day on which the Shelf
Registration Statement is no longer required to be kept effective. In no event
will Liquidated Damages accrue at a rate per annum exceeding 0.50% of the
aggregate issue price of the Notes. The holder of this Note, by acceptance
hereof, acknowledges and agrees to the provisions of the Registration Rights
Agreement, including the obligations of the holders of the Notes with respect to
a registration and the indemnification of the Company to the extent provided
therein. Capitalized terms used in this paragraph but not defined herein or in
the Indenture have the meanings assigned to them in the Registration Rights
Agreement.

                                      E-7



            At any time on or after June 20, 2008 and prior to maturity, the
Notes may be redeemed at the option of the Company, in whole or in part, in cash
upon mailing a notice of such redemption not less than thirty (30) days but not
more than sixty (60) days before the Redemption Date to the holders of Notes at
their last registered addresses, all as provided in the Indenture, at the
applicable Redemption Price during the periods set forth below, expressed as a
percentage of the principal amount of Notes being redeemed, plus accrued and
unpaid interest to, but excluding, the Redemption Date:



                     Period                                     Redemption Price
                     ------                                     ----------------
                                                             
Beginning June 20, 2008 and ending on June 14, 2009                 101.714%
Beginning June 15, 2009 and ending on June 14, 2010                 101.143%
Beginning June 15, 2010 and ending on June 14, 2011                 100.571%
Beginning June 15, 2011 and thereafter                              100.000%


provided that if the Redemption Date is on June 15 or December 15, then the
interest payable on such date shall be paid to the holder of record on the
preceding June 1 or December 1, respectively.

            The Company may not give notice of any redemption of the Notes if a
default in the payment of interest on the Notes has occurred and is continuing.

            The Notes are not subject to redemption through the operation of any
sinking fund.

            If a Designated Event occurs at any time prior to maturity of the
Notes, the holder of this Note will have the right to require the Company to
repurchase this Note on a Designated Event Repurchase Date, specified by the
Company, which shall be no later than thirty-five (35) days after the Designated
Event Notice Date, at the option of the holder of this Note at a Designated
Event Repurchase Price equal to 100% of the principal amount thereof, together
with accrued interest to (but excluding) the Designated Event Repurchase Date
plus, in the case of a Fundamental Change that constitutes a Change of Control,
a Make Whole Premium (if any); provided that if such Designated Event Repurchase
Date falls after a record date and on or prior to the corresponding Interest
Payment Date, the interest payable on such Interest Payment Date shall be paid
to the holder of record of this Note on the preceding June 1 or December 1,
respectively. The Notes will be repurchased in multiples of $1,000 principal
amount. The Company shall mail to all holders of record of the Notes a notice of
the occurrence of a Designated Event and of the repurchase right arising as a
result thereof on or before the fifth (5th) day after the occurrence of a
Designated Event. For a Note to be so repurchased at the option of the holder,
the Company must receive at the office or agency of the Company maintained for
that purpose in accordance with the terms of the Indenture, such Note with the
form entitled "FORM OF DESIGNATED EVENT REPURCHASE ELECTION" on the reverse
thereof duly completed, together with such Note, duly endorsed for transfer, at
any time prior to the close of business on the third Business Day immediately
preceding the Designated Event Repurchase Date (subject to extension by
applicable laws).

            Subject to the terms and conditions of the Indenture, the Company
shall become obligated to repurchase, at the option of the holder, all or any
portion of the Notes held by such

                                      E-8



holder on each June 15 of 2011, 2014, 2019, 2024, and 2029 in integral multiples
of $1,000 at a Company Repurchase Price of 100% of the principal amount, plus
any accrued and unpaid interest on such Note to but excluding the Company
Repurchase Date. To exercise such right, a holder shall deliver to the Company
such Note with the form entitled "FORM OF COMPANY REPURCHASE ELECTION" on the
reverse thereof duly completed, together with the Note, duly endorsed for
transfer, at any time from the opening of business on the date that is twenty
(20) Business Days prior to such Company Repurchase Date until the close of
business on the third Business Day immediately preceding the Company Repurchase
Date, and shall deliver the Notes to the Trustee (or other Paying Agent
appointed by the Company) as set forth in the Indenture.

            Holders have the right to withdraw any Repurchase Election by
delivering to the Trustee (or other Paying Agent appointed by the Company) a
written notice of withdrawal up to the close of business on the Business Day
immediately preceding the Repurchase Date, all as provided in the Indenture.

            If cash sufficient to pay the Repurchase Price with respect to all
Notes or portions thereof to be repurchased as of any Repurchase Date are
deposited with the Trustee (or other Paying Agent appointed by the Company),
then on and after such Repurchase Date, interest will cease to accrue on such
Notes (or portions thereof), and the holder thereof shall have no other rights
as such other than the right to receive the Repurchase Price upon surrender of
such Note.

            Subject to the occurrence of certain events and in compliance with
the provisions of the Indenture, prior to the Stated Maturity of the Notes, the
holder hereof has the right, at its option, to convert each $1,000 principal
amount of the Notes into 83.0703 shares of the Company's Common Stock (at a
Conversion Price of approximately $12.04 per share), as such shares shall be
constituted at the date of conversion and subject to adjustment from time to
time as provided in the Indenture, upon surrender of this Note with the form
entitled "FORM OF CONVERSION NOTICE" on the reverse hereof duly completed, to
the Company at the office or agency of the Company maintained for that purpose
in accordance with the terms of the Indenture or, at the option of such holder,
the Corporate Trust Office, and, unless the shares issuable on conversion are to
be issued in the same name as this Note, duly endorsed by, or accompanied by
instruments of transfer in form satisfactory to the Company duly executed by,
the holder or by his duly authorized attorney. The Company will notify the
holder thereof of any event triggering the right to convert the Notes as
specified above in accordance with the Indenture.

            If the Company (i) is a party to a consolidation, merger, statutory
share exchange or combination, (ii) reclassifies the Common Stock or (iii) sells
or conveys its properties and assets substantially as an entirety to any Person,
the right to convert a Note into shares of Common Stock may be changed into a
right to convert it into securities, cash or other assets of the Company or such
other Person, in each case in accordance with the Indenture.

            No adjustment in respect of interest on any Note converted or
dividends on any shares issued upon conversion of such Note will be made upon
any conversion except as set forth in the next sentence. If this Note (or
portion hereof) is surrendered for conversion during the period from the close
of business on any record date for the payment of interest to the close of
business on the Business Day preceding the following Interest Payment Date and
has not been

                                      E-9



called for redemption by the Company on a Redemption Date that occurs during
such period, this Note (or portion hereof being converted) must be accompanied
by payment, in immediately available funds or other funds acceptable to the
Company, of an amount equal to the interest otherwise payable on such Interest
Payment Date on the principal amount being converted; provided that no such
payment shall be required (1) if the Company has specified a Redemption Date
that is after a record date and prior to the next Interest Payment Date, (2) if
the Company has specified a Designated Event Repurchase Date that is during such
period or (3) to the extent of any overdue interest, if any overdue interest
exists at the time of conversion with respect to such Note.

            No fractional shares will be issued upon any conversion, but an
adjustment and payment in cash will be made, as provided in the Indenture, in
respect of any fraction of a share which would otherwise be issuable upon the
surrender of any Note or Notes for conversion.

            A Note in respect of which a holder is exercising its right to
require repurchase upon a Designated Event or repurchase on a Repurchase Date
may be converted only if such holder withdraws its election to exercise such
right in accordance with the terms of the Indenture.

            Any Notes called for redemption, unless surrendered for conversion
by the holders thereof on or before the close of business on the second Business
Day preceding the Redemption Date, may be deemed to be redeemed from the holders
of such Notes for an amount equal to the applicable Redemption Price, together
with accrued but unpaid interest to, but excluding, the Redemption Date, by one
or more investment banks or other purchasers who may agree with the Company (i)
to purchase such Notes from the holders thereof and convert them into shares of
the Company's Common Stock and (ii) to make payment for such Notes as aforesaid
to the Trustee in trust for the holders.

            Upon due presentment for registration of transfer of this Note at
the office or agency of the Company maintained for that purpose in accordance
with the terms of the Indenture, a new Note or Notes of authorized denominations
for an equal aggregate principal amount will be issued to the transferee in
exchange thereof, subject to the limitations provided in the Indenture, without
charge except for any tax, assessment or other governmental charge imposed in
connection therewith.

            The Company, the Trustee, any authenticating agent, any Paying
Agent, any Conversion Agent and any Note Registrar may deem and treat the
registered holder hereof as the absolute owner of this Note (whether or not this
Note shall be overdue and notwithstanding any notation of ownership or other
writing hereon made by anyone other than the Company or any Note Registrar) for
the purpose of receiving payment hereof, or on account hereof, for the
conversion hereof and for all other purposes, and neither the Company nor the
Trustee nor any other authenticating agent nor any Paying Agent nor other
Conversion Agent nor any Note Registrar shall be affected by any notice to the
contrary. All payments made to or upon the order of such registered holder
shall, to the extent of the sum or sums paid, satisfy and discharge liability
for monies payable on this Note.

            No recourse for the payment of the principal of or interest on this
Note or any other amount due with respect thereto, or for any claim based hereon
or otherwise in respect

                                      E-10



hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any supplemental indenture or in any Note, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, employee, agent, officer or director or
Subsidiary, as such, past, present or future, of the Company or of any of its
successor corporations, either directly or through the Company or any of its
successor corporations, whether by virtue of any constitution, statute or rule
of law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by acceptance hereof and as part of the consideration for the
issue hereof, expressly waived and released.

            Terms used in this Note and defined in the Indenture are used herein
as therein defined.

                                      E-11



                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription of the
face of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM =   as tenants in common                 UGMA =  Uniform Gifts to Minors
                                                         Act
TEN ENT =   as tenant by the entireties          CUST =  Custodian
JT TEN =    as joint tenants with right of
            survivorship and not as tenants
            in common

     Additional abbreviations may also be used though not in the above list.

                                      E-12



                                     FORM OF
                                CONVERSION NOTICE

TO: THE GOODYEAR TIRE & RUBBER COMPANY
    WELLS FARGO BANK, N.A.

The undersigned registered owner of this Note hereby irrevocably exercises the
option to convert this Note, or the portion thereof (which is $1,000 or a
multiple thereof) below designated, into shares of Common Stock of The Goodyear
Tire & Rubber Company in accordance with the terms of the Indenture referred to
in this Note, and directs that the shares issuable and deliverable upon such
conversion, together with any check in payment for fractional shares and any
Notes representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture. If shares or any portion of
this Note not converted are to be issued in the name of a person other than the
undersigned, the undersigned will provide the appropriate information below and
pay all transfer taxes payable with respect thereto. Any amount required to be
paid by the undersigned on account of interest or Liquidated Damages, if any,
accompanies this Note.

Dated: _____________________________

                                               _________________________________

                                               _________________________________
                                               Signature(s)

                                      E-13



                                               Signature(s) must be guaranteed
                                               by an "ELIGIBLE GUARANTOR
                                               INSTITUTION" meeting the
                                               requirements of the Note
                                               Registrar, which requirements
                                               include membership or
                                               participation in the Security
                                               Transfer Agent Medallion Program
                                               ("STAMP") or such other
                                               "SIGNATURE GUARANTEE PROGRAM" as
                                               may be determined by the Note
                                               Registrar in addition to, or in
                                               substitution for, STAMP, all in
                                               accordance with the Securities
                                               Exchange Act of 1934, as amended.

                                               _________________________________
                                               Signature Guarantee

            Fill in the registration of shares of Common Stock if to be issued,
and Notes if to be delivered, other than to and in the name of the registered
holder:

__________________________________
(Name)

__________________________________
(Street Address)

__________________________________
(City, State and Zip Code)

__________________________________
Please print name and address

Principal amount to be converted
(if less than all):

$_________________________________

Social Security or Other Taxpayer
Identification Number:

__________________________________

NOTICE: The above signatures of the holder(s) hereof must correspond with the
name as written upon the face of the Note in every particular without alteration
or enlargement or any change whatever.

                                      E-14



FORM OF
DESIGNATED EVENT REPURCHASE ELECTION

TO: THE GOODYEAR TIRE & RUBBER COMPANY
    WELLS FARGO BANK, N.A.

            The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from The Goodyear Tire & Rubber Company (the
"COMPANY") as to the occurrence of a Designated Event with respect to the
Company and requests and instructs the Company to repurchase the entire
principal amount of this Note, or the portion thereof (which is $1,000 or a
multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Note at the price of 100% of such entire principal
amount or portion thereof, together with accrued interest to, but excluding, the
Designated Event Repurchase Date, plus the applicable Make Whole Premium (if
any), to the registered holder hereof. Capitalized terms used herein but not
defined shall have the meanings ascribed to such terms in the Indenture.

Dated: _____________________________

                                               _________________________________

                                               _________________________________
                                               Signature(s)

                                      E-15



NOTICE: The above signatures of the holder(s) hereof must correspond with the
name as written upon the face of the Note in every particular without alteration
or enlargement or any change whatever.

Note Certificate Number (if applicable):

Principal amount to be repurchased (if less than all):

Social Security or Other Taxpayer Identification Number:

                                      E-16



                                     FORM OF
                           COMPANY REPURCHASE ELECTION

TO: THE GOODYEAR TIRE & RUBBER COMPANY
    WELLS FARGO BANK, N.A.

            The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from The Goodyear Tire & Rubber Company (the
"COMPANY") regarding the right of holders to elect to require the Company to
repurchase the Notes and requests and instructs the Company to repay the entire
principal amount of this Note, or the portion thereof (which is $1,000 or an
integral multiple thereof) below designated, in accordance with the terms of the
Indenture at the price of 100% of such entire principal amount or portion
thereof, together with accrued interest to, but excluding, the Company
Repurchase Date, to the registered holder hereof. Capitalized terms used herein
but not defined shall have the meanings ascribed to such terms in the Indenture.
The Notes shall be repurchased by the Company as of the Company Repurchase Date
pursuant to the terms and conditions specified in the Indenture.

Dated: _____________________________

                                               _________________________________

                                               _________________________________
                                               Signature(s)

                                      E-17



NOTICE: The above signatures of the holder(s) hereof must correspond with the
name as written upon the face of the Note in every particular without alteration
or enlargement or any change whatever.

Note Certificate Number (if applicable):

__________________________________________

Principal amount to be repurchased (if less than all):

__________________________________________

Social Security or Other Taxpayer Identification Number:

__________________________________________

                                      E-18



                                   ASSIGNMENT

            For value received _____________________ hereby sell(s) assign(s)
and transfer(s) unto __________________________________________ (Please insert
social security or other Taxpayer Identification Number of assignee) the within
Note, and hereby irrevocably constitutes and appoints attorney to transfer said
Note on the books of the Company, with full power of substitution in the
premises.

            In connection with any transfer of the Note prior to the expiration
of the holding period applicable to sales thereof under Rule 144(k) under the
Securities Act of 1933, as amended (the "SECURITIES ACT") (or any successor
provision) (other than any transfer pursuant to a registration statement that
has been declared effective under the Securities Act), the undersigned confirms
that such Note is being transferred:

      [ ]   (1) To The Goodyear Tire & Rubber Company or a subsidiary thereof;
            or

      [ ]   (2) To a "QUALIFIED INSTITUTIONAL BUYER" in compliance with Rule
            144A under the Securities Act; or

      [ ]   (3) Pursuant to and in compliance with Rule 144 under the Securities
            Act; or

      [ ]   (4) To an institutional investor that is an accredited investor
            within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation
            D under the Securities Act pursuant to an exemption from
            registration under the Securities Act; or

      [ ]   (5) Pursuant to a registration statement that has been declared
            effective under the Securities Act, and which continues to be
            effective at the time of transfer;

and unless the Note has been transferred to The Goodyear Tire & Rubber Company
or a subsidiary thereof, the undersigned confirms that such Note is not being
transferred to an "affiliate" of the Company as defined in Rule 144 under the
Securities Act.

            Unless one of the boxes is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered holder thereof.

Dated: _____________________________

                                               _________________________________

                                               _________________________________
                                                         Signature(s)

                                      E-19



                                               Signature(s) must be guaranteed
                                               by an "ELIGIBLE GUARANTOR
                                               INSTITUTION" meeting the
                                               requirements of the Note
                                               Registrar, which requirements
                                               include membership or
                                               participation in the Security
                                               Transfer Agent Medallion Program
                                               ("STAMP") or such other
                                               "SIGNATURE GUARANTEE PROGRAM" as
                                               may be determined by the Note
                                               Registrar in addition to, or in
                                               substitution for, STAMP, all in
                                               accordance with the Securities
                                               Exchange Act of 1934, as amended.

                                               _________________________________
                                               Signature Guarantee

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED:

The undersigned represents and warrants that it is purchasing this Security for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated: _______________                         _________________________________
                                               Notice: To be executed by an
                                               executive officer

NOTICE: The above signature(s) of the holder hereof must correspond with the
name as written upon the face of the Note in every particular without alteration
or enlargement or any change whatsoever.

                                      E-20



                                                                      Schedule I

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                  The initial principal amount of this Global Security is
      $[           ]. The following increases or decreases in this Global
      Security have been made:



                                                                                 Principal                Signature of
                            Amount of                  Amount of               amount of this              authorized
                           decrease in                increase in             Global Security             signatory of
                            Principal                  Principal               following such              Trustee or
 Date of                 Amount of this             Amount of this              decrease or                Securities
Exchange                 Global Security            Global Security               increase                  Custodian
- ----------------------------------------------------------------------------------------------------------------------
                                                                                              

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- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------

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                                      S-1



                                   EXHIBIT B

                   Form of Transferee Letter of Representation

Goodyear Tire & Rubber Company
1144 East Market Street
Akron, OH 44316-001

In care of
[    ]

Ladies and Gentlemen:

      This certificate is delivered to request a transfer of $[            ]
principal amount of the 4.00% Convertible Senior Notes Due 2034 (the "Notes") of
Goodyear Tire & Rubber Company (the "Company").

      Upon transfer, the Notes would be registered in the name of the new
beneficial owner as follows:

      Name: ______________________________________________________

      Address: ___________________________________________________

      Taxpayer ID Numbers: _______________________________________

      The undersigned represents and warrants to you that:

      1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")), purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Notes, and we are acquiring the Notes not with a view to, or for offer or sale
in connection with, any distribution in violation of the Securities Act. We have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we invest
in or purchase securities similar to the Notes in the normal course of our
business. We, and any accounts for which we are acting, are each able to bear
the economic risk of our or its investment.

                                      B-1



      2. We understand that the Notes have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Notes to offer, sell or otherwise transfer
such Notes prior to the date that is two years after the later of the date of
original issue and the last date on which the Company or any affiliate of the
Company was the owner of such Notes (or any predecessor thereto) (the "Resale
Restriction Termination Date") only (i) to the Company, (ii) in the United
States to a person whom the seller reasonably believes is a qualified
institutional buyer in a transaction meeting the requirements of Rule 144A,
(iii) to an institutional "accredited investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional
accredited investor purchasing for its own account or for the account of an
institutional accredited investor, in each case in a minimum principal amount of
the Securities of $250,000, (iv) outside the United States in a transaction
complying with the provisions of Rule 904 under the Securities Act, (v) pursuant
to an exemption from registration under the Securities Act provided by Rule 144
(if available) or (vi) pursuant to an effective registration statement under the
Securities Act, in each of cases (i) through (vi) subject to any requirement of
law that the disposition of our property or the property of such investor
account or accounts be at all times within our or their control and in
compliance with any applicable state securities laws. The foregoing restrictions
on resale will not apply subsequent to the Resale Restriction Termination Date.
If any resale or other transfer of the Securities is proposed to be made
pursuant to clause (iii) above prior to the Resale Restriction Termination Date,
the transferor shall deliver a letter from the transferee substantially in the
form of this letter to the Company and the Trustee, which shall provide, among
other things, that the transferee is an institutional "accredited investor"
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act
and that it is acquiring such Securities for investment purposes and not for
distribution in violation of the Securities Act. Each purchaser acknowledges
that the Company and the Trustee reserve the right prior to the offer, sale or
other transfer prior to the Resale Restriction Termination Date of the
Securities pursuant to clause (iii), (iv) or (v) above to require the delivery
of an opinion of counsel, certifications or other information satisfactory to
the Company and the Trustee.

                                             TRANSFEREE:

                                                by _____________________________
                                                     Name:
                                                     Title:

                                      B-2

EX-4.5

                                                                    EXHIBIT 4.5

                       THE GOODYEAR TIRE & RUBBER COMPANY

                         4.00% CONVERTIBLE SENIOR NOTES

                          Registration Rights Agreement

      REGISTRATION RIGHTS AGREEMENT, dated as of July 2, 2004, between The
Goodyear Tire & Rubber Company, an Ohio corporation (together with any successor
entity, herein referred to as the "COMPANY") and Goldman, Sachs & Co., Deutsche
Bank Securities Inc. and J.P. Morgan Securities Inc. (the "PURCHASERS") under
the Purchase Agreement (as defined below).

      Pursuant to the Purchase Agreement, dated as of June 28, 2004, between the
Company and the Representatives (the "PURCHASE AGREEMENT"), the Purchasers have
agreed to purchase from the Company $350,000,000 in aggregate principal amount
of 4.00% Convertible Senior Notes due 2034 (the "NOTES"). The Notes will be
convertible into fully paid, nonassessable shares of common stock, without par
value, of the Company (the "COMMON STOCK"). The Notes will be convertible on the
terms, and subject to the conditions, set forth in the Indenture (as defined
herein). To induce the Purchasers to purchase the Notes, the Company has agreed
to provide the registration rights set forth in this Agreement pursuant to the
Purchase Agreement.

      The parties hereby agree as follows:

      1.    Definitions. Capitalized terms used in this Agreement without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized terms shall have
the following meanings:

      "AFFILIATE" of any specified person means any other person which, 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 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.

      "AGREEMENT": This Registration Rights Agreement.

      "AMENDED EFFECTIVENESS DEADLINE DATE" has the meaning set forth in Section
2(e) hereof.

      "BUSINESS DAY": The definition of "Business Day" in the Indenture.

      "COMMISSION": Securities and Exchange Commission.

      "COMMON STOCK": As defined in the preamble hereto.

      "COMPANY": As defined in the preamble hereto.

      "EFFECTIVENESS PERIOD": As defined in Section 2(a)(iii) hereof.

      "EFFECTIVENESS TARGET DATE": As defined in Section 2(a)(ii) hereof.



      "EXCHANGE ACT": Securities Exchange Act of 1934, as amended.

      "HOLDER": A Person who owns, beneficially or otherwise, Transfer
Restricted Securities.

      "INDEMNIFIED HOLDER": As defined in Section 6(a) hereof.

      "INDENTURE": The Indenture, dated as of July 2, 2004 between the Company
and Wells Fargo Bank, N.A., as trustee (the "TRUSTEE"), pursuant to which the
Notes are to be issued, as such Indenture is amended, modified or supplemented
from time to time in accordance with the terms thereof.

      "LIQUIDATED DAMAGES": As defined in Section 3(a) hereof.

      "LIQUIDATED DAMAGES PAYMENT DATE": Each June 15 and December 15.

      "MAJORITY OF HOLDERS": Holders holding over 50% of the aggregate principal
amount of Notes outstanding; provided that, for the purpose of this definition,
a holder of shares of Common Stock which constitute Transfer Restricted
Securities and issued upon conversion, redemption or repurchase of the Notes
shall be deemed to hold an aggregate principal amount of Notes (in addition to
the principal amount of Notes held by such holder) equal to the quotient of (x)
the number of such shares of Common Stock held by such holder and (y) the
conversion rate in effect at the time of such conversion, redemption or
repurchase as determined in accordance with the Indenture; provided further,
however, that Notes or shares of Common Stock which have been sold or otherwise
transferred pursuant to the Shelf Registration Statement or pursuant to Rule 144
shall not be included in the calculation of Majority of Holders.

      "NASD": National Association of Securities Dealers, Inc.

      "NOTES": As defined in the preamble hereto.

      "NOTICE AND QUESTIONNAIRE": a written notice executed by the respective
Holder and delivered to the Company containing substantially the information
called for by the Selling Securityholder Notice and Questionnaire attached as
Appendix A hereto which the Company will be permitted to amend or supplement, as
may be required under the applicable securities laws or by the Commission.

      "NOTICE HOLDER": on any date, any Holder that has delivered a completed
and signed Notice and Questionnaire to the Company on or prior to such date.

      "PERSON": An individual, partnership, corporation, company, unincorporated
organization, trust, joint venture or a government or agency or political
subdivision thereof.

      "PROSPECTUS": The prospectus included in a Shelf Registration Statement,
as amended or supplemented by any prospectus supplement and by all other
amendments thereto, including post-effective amendments, and all material
incorporated by reference into such prospectus.

      "PURCHASE AGREEMENT": As defined in the preamble hereto.

      "PURCHASERS": As defined in the preamble hereto.

                                       2


      "RECORD HOLDER": With respect to any Liquidated Damages Payment Date, each
Person who is a Holder on the 15th day preceding the relevant Liquidated Damages
Payment Date. In the case of a Holder of shares of Common Stock issued upon
conversion of the Notes, "Record Holder" shall mean each Person who is a Holder
of shares of Common Stock which constitute Transfer Restricted Securities on the
15th day preceding the relevant Liquidated Damages Payment Date.

      "REGISTRATION DEFAULT": As defined in Section 3(a) hereof.

      "SECURITIES ACT": Securities Act of 1933, as amended.

      "SHELF FILING DEADLINE": As defined in Section 2(a)(i) hereof.

      "SHELF REGISTRATION STATEMENT": As defined in Section 2(a)(i) hereof.

      "SUBSEQUENT SHELF REGISTRATION STATEMENT" has the meaning set forth in
Section 2(c) hereof.

      "SUSPENSION NOTICE": As defined in Section 4(c) hereof.

      "SUSPENSION PERIOD": As defined in Section 4(b)(i) hereof.

      "TIA": Trust Indenture Act of 1939, as amended, and the rules and
regulations of the Commission thereunder, in each case, as in effect on the date
the Indenture is qualified under the TIA.

      "TRANSFER RESTRICTED SECURITIES": Each Note and each share of Common Stock
issued upon conversion of Notes until the earlier of:

                  (i)   the date on which such Note or such share of Common
            Stock issued upon conversion has been effectively registered under
            the Securities Act and disposed of in accordance with the Shelf
            Registration Statement;

                  (ii)  the date on which such Note or such share of Common
            Stock issued upon conversion is transferred in compliance with Rule
            144 under the Securities Act or may be sold or transferred by a
            person who is not an affiliate of the Company pursuant to Rule 144
            under the Securities Act (or any other similar provision then in
            force) without any volume or manner of sale restrictions thereunder;
            or

                  (iii) the date on which such Note or such share of Common
            Stock issued upon conversion ceases to be outstanding (whether as a
            result of redemption, repurchase and cancellation, conversion or
            otherwise).

      "UNDERWRITTEN REGISTRATION": A registration in which Notes of the Company
are sold to an underwriter for reoffering to the public.

      Unless the context otherwise requires, the singular includes the plural,
and words in the plural include the singular.

      2.    Shelf Registration.

                                       3


            (a)   The Company shall:

                  (i)   not later than November 7, 2004 (the "SHELF FILING
            DEADLINE"), cause to be filed a registration statement pursuant to
            Rule 415 under the Securities Act (the "SHELF REGISTRATION
            STATEMENT"), which Shelf Registration Statement shall provide for
            resales of all Transfer Restricted Securities held by Holders that
            have provided the information required pursuant to the terms of
            Section 2(b) hereof;

                  (ii)  use commercially reasonable efforts to cause the Shelf
            Registration Statement to be declared effective by the Commission
            not later than December 31, 2004 (the "EFFECTIVENESS TARGET DATE");
            and

                  (iii) use commercially reasonable efforts to keep the Shelf
            Registration Statement continuously effective, supplemented and
            amended as required by the provisions of Section 4(b) hereof to the
            extent necessary to ensure that (A) it is available for resales by
            the Holders of Transfer Restricted Securities entitled, subject to
            Section 2(b), to the benefit of this Agreement and (B) conforms with
            the requirements of this Agreement and the Securities Act and the
            rules and regulations of the Commission promulgated thereunder as
            announced from time to time, for a period (the "EFFECTIVENESS
            PERIOD") until the earliest of:

                              (1)   the second anniversary of the last date of
                        original issuance of any of the Notes;

                              (2)   the date when the Holders of Transfer
                        Restricted Securities are able to sell all such Transfer
                        Restricted Securities immediately without restriction
                        pursuant to the volume limitation provisions of Rule 144
                        under the Securities Act; or

                              (3)   the date when all of the Transfer Restricted
                        Securities have been sold either pursuant to the Shelf
                        Registration Statement or pursuant to Rule 144 under the
                        Securities Act or any similar provision then in force;
                        provided, however, that the Company may suspend the
                        effectiveness of the Shelf Registration Statement or the
                        use of the Prospectus in accordance with Section 4(b)(i)
                        below.

            (b)   At the time the Shelf Registration Statement is declared
      effective, each Holder that became a Notice Holder on or prior to the date
      fifteen (15) Business Days prior to such time of effectiveness shall be
      named as a selling securityholder in the Shelf Registration Statement and
      the related Prospectus in such a manner as to permit such Holder to
      deliver such Prospectus to purchasers of Transfer Restricted Securities in
      accordance with applicable law. No such Holder (other than the Purchasers)
      shall be entitled to have its Transfer Restricted Securities covered by
      such Shelf Registration Statement unless such Holder agrees in writing to
      be bound by all the provisions of this Agreement applicable to such
      Holder. None of the Company's securityholders (other than the Holders of
      Transfer Restricted Securities) shall have the right to include any of the
      Company's securities in the Shelf Registration Statement.

            (c)   If the Shelf Registration Statement or any Subsequent Shelf
      Registration Statement ceases to be effective for any reason at any time
      during the Effectiveness Period (other than because all Transfer
      Restricted Securities registered thereunder shall

                                       4


      have been resold pursuant thereto or shall have otherwise ceased to be
      Transfer Restricted Securities), the Company shall use commercially
      reasonable efforts to obtain the prompt withdrawal of any order suspending
      the effectiveness thereof, and in any event shall within thirty (30)
      Business Days of such cessation of effectiveness amend the Shelf
      Registration Statement in a manner reasonably expected to obtain the
      withdrawal of the order suspending the effectiveness thereof, or file an
      additional Shelf Registration Statement covering all of the securities
      that as of the date of such filing are Transfer Restricted Securities ( a
      "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a Subsequent Shelf
      Registration Statement is filed, the Company shall use commercially
      reasonable efforts to cause the Subsequent Shelf Registration Statement to
      become effective as promptly as is practicable after such filing and to
      keep such Registration Statement (or subsequent Shelf Registration
      Statement) continuously effective until the end of the Effectiveness
      Period.

            (d)   The Company shall supplement and amend the Shelf Registration
      Statement if required by the rules, regulations or instructions applicable
      to the registration form used by the Company for such Shelf Registration
      Statement, if required by the Securities Act or as reasonably requested by
      the Purchasers or by the Trustee on behalf of the Holders of the Transfer
      Restricted Securities covered by such Shelf Registration Statement.

            (e)   Each Holder agrees that if such Holder wishes to sell Transfer
      Restricted Securities pursuant to a Shelf Registration Statement and
      related Prospectus, it will do so only in accordance with Section 2(b),
      Section 2(e) and Section 4(b). Each Holder wishing to sell Transfer
      Restricted Securities pursuant to a Shelf Registration Statement and
      related Prospectus agrees to deliver a Notice and Questionnaire to the
      Company at least fifteen (15) Business Days prior to any intended
      distribution of Transfer Restricted Securities under the Shelf
      Registration Statement. From and after the date the Shelf Registration
      Statement is declared effective the Company shall, as promptly as
      practicable after the date a Notice and Questionnaire is delivered, and in
      any event upon the later of (x) forty-five (45) Business Days after such
      date (but no earlier than ten (10) Business Days after effectiveness) or
      (y) ten (10) Business Days after the expiration of any Suspension Period
      in effect when the Notice and Questionnaire is delivered or put into
      effect within forty-five (45) Business Days of such delivery date:

                  (i)   if required by applicable law, file with the SEC a
            post-effective amendment to the Shelf Registration Statement or
            prepare and, if required by applicable law, file a supplement to the
            related Prospectus or a supplement or amendment to any document
            incorporated therein by reference or file any other required
            document so that the Holder delivering such Notice and Questionnaire
            is named as a selling securityholder in the Shelf Registration
            Statement and the related Prospectus in such a manner as to permit
            such Holder to deliver such Prospectus to purchasers of the Transfer
            Restricted Securities in accordance with applicable law and, if the
            Company shall file a post-effective amendment to the Shelf
            Registration Statement, use commercially reasonable efforts to cause
            such post-effective amendment to be declared effective under the
            Securities Act as promptly as is practicable, but in any event by
            the date (the "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is sixty
            (60) days after the date such post effective amendment is required
            by this clause to be filed:

                                       5


                  (ii)  provide such Holder as promptly as practicable copies of
            the any documents filed pursuant to Section 2(e)(i); and

                  (iii) notify such Holder as promptly as practicable after the
            effectiveness under the Securities Act of any post-effective
            amendment filed pursuant to Section 2(e)(i);

provided that if such Notice and Questionnaire is delivered during a Suspension
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Suspension Period in accordance with Section
4(b). Notwithstanding anything contained herein to the contrary, (i) the Company
shall not be under any obligation to name any Holder that is not a Notice Holder
as a selling securityholder in any Registration Statement or related Prospectus
and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to
ten (10) Business Days from the expiration of a Suspension Period (and the
Company shall not incur any obligation to pay Liquidated Damages during such
extension) if such Suspension Period shall be in effect on the Amendment
Effectiveness Deadline Date.

      3.    Liquidated Damages.

            (a)   If:

                  (i)   the Shelf Registration Statement is not filed with the
            Commission prior to or on the Shelf Filing Deadline;

                  (ii)  the Shelf Registration Statement has not been declared
            effective by the Commission prior to or on the Effectiveness Target
            Date;

                  (iii) the Company has failed to perform its obligations set
            forth in Section 2(e) within the time period required therein;

                  (iv)  any post-effective amendment to a Shelf Registration
            filed pursuant to Section 2(e)(i) has not become effective under the
            Securities Act on or prior to the Amendment Effectiveness Deadline
            Date;

                  (v)   except as provided in Section 4(b)(i) hereof, the Shelf
            Registration Statement is filed and declared effective but, during
            the Effectiveness Period, shall thereafter cease to be effective or
            fail to be usable for its intended purpose without being succeeded
            within thirty (30) Business Days by a post-effective amendment to
            the Shelf Registration Statement, a supplement to the Prospectus or
            a report filed with the Commission pursuant to Section 13(a), 13(c),
            14 or 15(d) of the Exchange Act that cures such failure and, in the
            case of a post-effective amendment, is itself immediately declared
            effective; or

                  (vi)  (A) prior to or on the 30th day of any Suspension
            Period, such suspension has not been terminated or (B) Suspension
            Periods exceed an aggregate of 120 days in any 360 day period,

(each such event referred to in foregoing clauses (i) through (vi), a
"REGISTRATION DEFAULT"), the Company hereby agrees to pay additional amounts
("LIQUIDATED DAMAGES") with respect to the Transfer Restricted Securities to
each Holder of such Securities who has complied with such

                                       6


Holder's obligations under this Agreement from and including the day following
the Registration Default to but excluding the earlier of (1) the day on which
the Registration Default has been cured and (2) the date the Shelf Registration
Statement is no longer required to be kept effective as set out below:

                        (A)   0.25% per year of the principal amount of a Note
                  to and including the 90th day following such Registration
                  Default; and

                        (B)   0.50% per year of the principal amount of a Note
                  from and after the 91st day following such Registration
                  Default.

In no event will Liquidated Damages exceed 0.50% per year. If a Holder converts
some or all of its Notes into Common Stock when there exists a Registration
Default, such Holder will receive, on the Liquidated Damages Payment Date for
any Notes submitted for conversion during a Registration Default, accrued and
unpaid Liquidated Damages to the Conversion Date relating to such Liquidated
Damages Payment Date. If a Registration Default with respect to Common Stock
occurs after a Holder has converted its Notes into Common Stock, such Holder
will not be entitled to any compensation with respect to such Common Stock.

            (b)   All accrued Liquidated Damages shall be paid in arrears to
      Record Holders by the Company on each Liquidated Damages Payment Date.
      Liquidated Damages pursuant to clauses (iii) through (vi) of Section 3(a)
      shall only be payable to Holders of Transfer Restricted Securities that
      have delivered a timely and properly completed Notice and Questionnaire.
      Upon the cure of all Registration Defaults relating to any particular Note
      or share of Common Stock, the accrual of Liquidated Damages with respect
      to such Note or share of Common Stock will cease.

      All obligations of the Company set forth in this Section 3 that are
outstanding with respect to any Transfer Restricted Security at the time such
Transfer Restricted Security ceases to be a Transfer Restricted Security shall
survive until such time as all such obligations with respect to such Transfer
Restricted Security shall have been satisfied in full.

      The Liquidated Damages set forth above shall be the exclusive monetary
remedy available to the Holders of Transfer Restricted Securities for each
Registration Default. Notwithstanding anything herein to the contrary, the rate
of accrual of Liquidated Damages with respect to any period shall not exceed the
rate provided for in Section 3(a) above, notwithstanding the occurrence of
multiple concurrent events under the foregoing clauses (i) to (vi) of Section
3(a) above.

      4.    Registration Procedures.

            (a)   In connection with the Shelf Registration Statement, the
      Company shall comply with all the provisions of Section 4(b) hereof and
      shall use commercially reasonable efforts to effect such registration to
      permit the sale of the Transfer Restricted Securities, and pursuant
      thereto, shall as expeditiously as possible prepare and file with the
      Commission a Shelf Registration Statement relating to the registration on
      any appropriate form under the Securities Act.

            (b)   In connection with the Shelf Registration Statement and any
      Prospectus required by this Agreement to permit the sale or resale of
      Transfer Restricted Securities, the Company shall:

                                       7


                        (i)   Subject to any notice by the Company in accordance
                  with this Section 4(b) of the existence of any fact or event
                  of the kind described in Section 4(b)(iii)(D), use
                  commercially reasonable efforts to keep the Shelf Registration
                  Statement continuously effective during the Effectiveness
                  Period; upon the occurrence of any event that would cause the
                  Shelf Registration Statement or the Prospectus contained
                  therein (A) to contain a material misstatement or omission or
                  (B) not to be effective and usable for resale of Transfer
                  Restricted Securities during the Effectiveness Period, the
                  Company shall file promptly an appropriate amendment to the
                  Shelf Registration Statement, a supplement to the Prospectus
                  or a report filed with the Commission pursuant to Section
                  13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of
                  clause (A), correcting any such misstatement or omission, and,
                  in the case of either clause (A) or (B), use commercially
                  reasonable efforts to cause such amendment to be declared
                  effective and the Shelf Registration Statement and the related
                  Prospectus to become usable for their intended purposes as
                  soon as practicable thereafter. Notwithstanding the foregoing,
                  the Company may suspend the effectiveness of the Shelf
                  Registration Statement by written notice to the Holders for a
                  period not to exceed an aggregate of 30 days in any 90-day
                  period (each such period, a "SUSPENSION PERIOD") upon:

                              (x) the occurrence or existence of any fact or the
                  happening of any event as a result of which the Shelf
                  Registration Statement, the Prospectus, any amendment or
                  supplement thereto, or any document incorporated by reference
                  therein would, in the Company's judgment, 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

                              (y) the occurrence or existence of any corporate
                  development that, in the Company's judgment, makes it
                  appropriate to suspend the effectiveness of the Shelf
                  Registration Statement;

            provided that the Company will use commercially reasonable efforts
            to ensure that the use of the Prospectus may be resumed (A) in the
            case of clause (x) above, as soon as, in the judgment of the
            Company, public disclosure of such fact or event would not be
            prejudicial to or contrary to the interests of the Company or, if
            necessary to avoid unreasonable burden or expense, as soon as
            practicable thereafter and (B) in the case of clause (y) above, as
            soon as, in the judgment of the Company, such suspension is no
            longer appropriate; provided, however, that Suspension Periods shall
            not exceed an aggregate of 120 days in any 360-day period. The
            Company shall not be required to specify in the written notice to
            the Holders the nature of the event giving rise to the Suspension
            Period.

                        (ii)  Prepare and file with the Commission such
                  amendments and post-effective amendments to the Shelf
                  Registration Statement as may be necessary to keep the Shelf
                  Registration Statement effective during the Effectiveness
                  Period; cause the Prospectus to be supplemented by any
                  required Prospectus supplement, and as so supplemented to be
                  filed pursuant to Rule 424 under the Securities Act, and to
                  comply fully with the applicable provisions of Rules 424 and
                  430A under the Securities Act in a timely manner; and comply
                  with the provisions of the Securities Act with respect to the
                  disposition of all Notes or shares of Common Stock covered by
                  the Shelf Registration Statement during the

                                       8


                  applicable period in accordance with the intended method or
                  methods of distribution by the sellers thereof set forth in
                  the Shelf Registration Statement or supplement to the
                  Prospectus.

                        (iii) Advise the selling Holders promptly and, if
                  requested by such selling Holders, confirm such advice in
                  writing, except as provided in clause (D) below:

                              (A)   when the Prospectus or any Prospectus
                        supplement or post-effective amendment has been filed,
                        and, with respect to the Shelf Registration Statement or
                        any post-effective amendment thereto, when the same has
                        become effective,

                              (B)   of any request by the Commission for
                        amendments to the Shelf Registration Statement or
                        amendments or supplements to the Prospectus or for
                        additional information relating thereto,

                              (C)   of the issuance by the Commission of any
                        stop order suspending the effectiveness of the Shelf
                        Registration Statement under the Securities Act or of
                        the suspension by any state securities commission of the
                        qualification of the Transfer Restricted Securities for
                        offering or sale in any jurisdiction, or the initiation
                        of any proceeding for any of the preceding purposes, or

                              (D)   of the existence of any fact or the
                        happening of any event, during the Effectiveness Period,
                        that makes any statement of a material fact made in the
                        Shelf Registration Statement, the Prospectus, any
                        amendment or supplement thereto, or any document
                        incorporated by reference therein untrue, or that
                        requires the making of any additions to or changes in
                        the Shelf Registration Statement or the Prospectus in
                        order to make the statements therein not misleading.

            If at any time the Commission shall issue any stop order suspending
            the effectiveness of the Shelf Registration Statement, or any state
            securities commission or other regulatory authority shall issue an
            order suspending the qualification or exemption from qualification
            of the Transfer Restricted Securities under state securities or Blue
            Sky laws, the Company shall use commercially reasonable efforts to
            obtain the withdrawal or lifting of such order at the earliest
            possible time and will provide to each Holder who is named in the
            Shelf Registration Statement prompt notice of the withdrawal of any
            such order.

                        (iv)  Make available at reasonable times for inspection
                  by one or more representatives of the selling Holders,
                  designated in writing by a Majority of Holders whose Transfer
                  Restricted Securities are included in the Shelf Registration
                  Statement, and any attorney or accountant retained by such
                  selling Holders, all financial and other records, pertinent
                  corporate documents and properties of the Company as shall be
                  reasonably necessary to enable them to conduct a reasonable
                  investigation within the meaning of Section 11 of the
                  Securities Act, and cause the Company's officers, directors,
                  managers and employees to supply all information reasonably
                  requested by any such representative or representatives of the
                  selling Holders, attorney or accountant in connection
                  therewith; provided, however, that the Company shall not have
                  any obligation to deliver information to any selling Holder or
                  representative pursuant

                                       9


                  to this Section 4(b)(iv) unless such selling Holder or
                  representatives shall have executed and delivered a
                  confidentiality agreement in a form acceptable to the Company
                  relating to such information.

                        (v)    If requested by any selling Holders, as promptly
                  as practicable incorporate in the Shelf Registration Statement
                  or Prospectus, pursuant to a supplement or post-effective
                  amendment if necessary, such information as such selling
                  Holders may reasonably request to have included therein,
                  including, without limitation, information relating to the
                  "Plan of Distribution" of the Transfer Restricted Securities.

                        (vi)   Furnish to each selling Holder upon their
                  request, without charge, at least one copy of the Shelf
                  Registration Statement, as first filed with the Commission,
                  and of each amendment thereto (and any documents incorporated
                  by reference therein or exhibits thereto (or exhibits
                  incorporated in such exhibits by reference) as such Person may
                  request).

                        (vii)  Deliver to each selling Holder, without charge,
                  as many copies of the Prospectus (including each preliminary
                  Prospectus) and any amendment or supplement thereto as such
                  Persons reasonably may request; subject to any notice by the
                  Company in accordance with this Section 4(b) of the existence
                  of any fact or event of the kind described in Section
                  4(b)(iii)(D), the Company hereby consents to the use of the
                  Prospectus and any amendment or supplement thereto by each of
                  the selling Holders in connection with the offering and the
                  sale of the Transfer Restricted Securities covered by the
                  Prospectus or any amendment or supplement thereto.

                        (viii) Before any public offering of Transfer Restricted
                  Securities, cooperate with the selling Holders and their
                  counsel in connection with the registration and qualification
                  of the Transfer Restricted Securities under the securities or
                  Blue Sky laws of such jurisdictions in the United States as
                  the selling Holders may reasonably request and do any and all
                  other acts or things necessary or advisable to enable the
                  disposition in such jurisdictions of the Transfer Restricted
                  Securities covered by the Shelf Registration Statement;
                  provided, however, that the Company shall not be required (A)
                  to register or qualify as a foreign corporation or a dealer of
                  securities where it is not now so qualified or to take any
                  action that would subject it to the service of process in any
                  jurisdiction where it is not now so subject or (B) to subject
                  itself to general or unlimited service of process or to
                  taxation in any such jurisdiction if it is not now so subject.

                        (ix)   Subject to the applicable book-entry procedures
                  of the Depositary (as defined in the Indenture), cooperate
                  with the selling Holders to facilitate the timely preparation
                  and delivery of certificates representing Transfer Restricted
                  Securities to be sold and not bearing any restrictive legends
                  (unless required by applicable securities laws); and enable
                  such Transfer Restricted Securities to be in such
                  denominations and registered in such names as the Holders may
                  request at least two Business Days before any sale of Transfer
                  Restricted Securities; provided, however, that this provision
                  4(b)(ix) shall not be applicable for so long as the securities
                  are held in book-entry form and are represented by a global
                  certificate issued to The Depository Trust Company or its
                  nominee.

                                       10


                        (x)    Use their commercially reasonable efforts to
                  cause the Transfer Restricted Securities covered by the Shelf
                  Registration Statement to be registered with or approved by
                  such other U.S. governmental agencies or authorities as may be
                  necessary to enable the seller or sellers thereof to
                  consummate the disposition of such Transfer Restricted
                  Securities.

                        (xi)   Subject to Section 4(b)(i) hereof, if any fact or
                  event contemplated by Section 4(b)(iii)(D) hereof shall exist
                  or have occurred, use their commercially reasonable efforts to
                  prepare a supplement or post-effective amendment to the Shelf
                  Registration Statement or related Prospectus or any document
                  incorporated therein by reference or file any other required
                  document so that, as thereafter delivered to the purchasers of
                  Transfer Restricted Securities, the Prospectus will not
                  contain an untrue statement of a material fact or omit to
                  state any material fact required to be stated therein or
                  necessary to make the statements therein, in light of the
                  circumstances in which they are made, not misleading.

                        (xii)  Provide CUSIP numbers for all Transfer Restricted
                  Securities not later than the effective date of the Shelf
                  Registration Statement and provide the Trustee under the
                  Indenture with certificates for the Notes that are in a form
                  eligible for deposit with The Depository Trust Company.

                        (xiii) Cooperate and assist in any filings required to
                  be made with the NASD and in the performance of any due
                  diligence investigation by any underwriter that is required to
                  be retained in accordance with the rules and regulations of
                  the NASD.

                        (xiv)  Otherwise use their best efforts to comply with
                  all applicable rules and regulations of the Commission and all
                  reporting requirements under the rules and regulations of the
                  Exchange Act.

                        (xv)   Cause the Indenture to be qualified under the TIA
                  not later than the effective date of the Shelf Registration
                  Statement required by this Agreement, and, in connection
                  therewith, cooperate with the Trustee and the holders of Notes
                  to effect such changes to the Indenture as may be required for
                  such Indenture to be so qualified in accordance with the terms
                  of the TIA; and execute and use its reasonable best efforts to
                  cause the Trustee thereunder to execute all documents that may
                  be required to effect such changes and all other forms and
                  documents required to be filed with the Commission to enable
                  such Indenture to be so qualified in a timely manner.

                        (xvi)  Cause all Common Stock covered by the Shelf
                  Registration Statement to be listed or quoted, as the case may
                  be, on each securities exchange or automated quotation system
                  on which Common Stock is then listed or quoted.

                        (xvii) Provide to each Holder upon written request each
                  document filed with the Commission pursuant to the
                  requirements of Section 13 and Section 15 of the Exchange Act
                  after the effective date of the Shelf Registration Statement,
                  unless such document is available through the Commission's
                  EDGAR system.

                                       11


            (c)   Each Holder agrees by acquisition of a Transfer Restricted
      Security that, upon receipt of any notice (a "SUSPENSION NOTICE") from the
      Company of the existence of any fact of the kind described in Section
      4(b)(iii)(D) hereof, such Holder will forthwith discontinue disposition of
      Transfer Restricted Securities pursuant to the Shelf Registration
      Statement until:

                  (i)   such Holder has received copies of the supplemented or
            amended Prospectus contemplated by Section 4(b)(xi) hereof; or

                  (ii)  such Holder is advised in writing by the Company that
            the use of the Prospectus may be resumed, and has received copies of
            any additional or supplemental filings that are incorporated by
            reference in the Prospectus.

If so directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such Suspension Notice.

            (d)   Each Holder agrees by acquisition of a Transfer Restricted
      Security, that no Holder shall be entitled to sell any of such Transfer
      Restricted Securities pursuant to a Shelf Registration Statement, or to
      receive a Prospectus relating thereto, unless such Holder has furnished
      the Company with a Notice and Questionnaire as required pursuant to
      Section 2(e) hereof (including the information required to be included in
      such Notice and Questionnaire) and the information set forth in the next
      sentence. Each Notice Holder agrees promptly to furnish to the Company all
      information required to be disclosed in order to make the information
      previously furnished to the Company by such Notice Holder not misleading
      and any other information regarding such Notice Holder and the
      distribution of such Transfer Restricted Securities as the Company may
      from time to time reasonably request in writing. Any sale of any Transfer
      Restricted Securities by any Holder shall constitute a representation and
      warranty by such Holder that the information relating to such Holder and
      its plan of distribution is as set forth in the Prospectus delivered by
      such Holder in connection with such disposition, that such Prospectus does
      not as of the time of such sale contain any untrue statement of a material
      fact relating to or provided by such Holder to its plan of distribution
      and that such Prospectus does not as of the time of such sale omit to
      state any material fact relating to or provided by such Holder or its plan
      of distribution necessary to make the statements in such Prospectus, in
      the light of the circumstances under which they were made not misleading.
      Each Holder who offers or sells Transfer Restricted Securities by means of
      the Shelf Registration Statement shall do so in accordance with the terms
      hereof.

      5.    Registration Expenses.

      All expenses incident to the Company's performance of or compliance with
this Agreement shall be borne by the Company regardless of whether a Shelf
Registration Statement becomes effective, including, without limitation:

                  (i)   all registration and filing fees and expenses (including
            filings made with the NASD);

                                       12


                  (ii)  all fees and expenses of compliance with federal
            securities and state Blue Sky or securities laws;

                  (iii) all expenses of printing (including printing of
            Prospectuses and certificates for the Common Stock to be issued upon
            conversion of the Notes) and the Company's expenses for messenger
            and delivery services and telephone;

                  (iv)  all fees and disbursements of counsel to the Company;

                  (v)   all application and filing fees in connection with
            listing (or authorizing for quotation) the Common Stock on a
            national securities exchange or automated quotation system pursuant
            to the requirements hereof; and

                  (vi)  all fees and disbursements of independent certified
            public accountants of the Company.

      The Company shall bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal, accounting or other duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

      6.    Indemnification And Contribution.

            (a)   The Company agrees to indemnify and hold harmless each Holder
      of Transfer Restricted Securities covered by the Shelf Registration
      Statement (including each Purchaser), and its directors, officers, and
      employees and each person, if any, who controls any such Holder within the
      meaning of Section 15 of the Securities Act or Section 20 of the Exchange
      Act (each, an "INDEMNIFIED HOLDER"), against any loss, claim, damage,
      liability or expense, joint or several, or any action in respect thereof
      (including, but not limited to, any loss, claim, damage, liability or
      action relating to resales of the Transfer Restricted Securities), to
      which such Indemnified Holder may become subject, insofar as any such
      loss, claim, damage, liability or action arises out of, or is based upon:

                  (i)   any untrue statement or alleged untrue statement of a
            material fact contained in the Shelf Registration Statement as
            originally filed or in any amendment thereof, in any Prospectus, or
            in any amendment or supplement thereto; or

                  (ii)  the omission or alleged omission to state therein any
            material fact required to be stated therein or necessary to make the
            statements therein, in the light of the circumstances under which
            they were made, not misleading,

and agrees to reimburse each Indemnified Holder promptly as practicable upon
demand for any legal or other expenses reasonably incurred by such Indemnified
Holder in connection with investigating, defending, settling, compromising or
paying any such loss, claim, damage, liability, expense or action; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or expense arises out of, or is
based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with written
information furnished to the Company by or

                                       13


on behalf of such Holder (or its related Indemnified Holder) specifically for
use therein. The foregoing indemnity agreement is in addition to any liability
which the Company may otherwise have.

            (b)   Each Holder, severally and not jointly, agrees to indemnify
      and hold harmless the Company, its directors, officers and employees and
      each person, if any, who controls the Company within the meaning of
      Section 15 of the Securities Act or Section 20 of the Exchange Act to the
      same extent as the foregoing indemnity from the Company to each such
      Holder, but only with reference to written information relating to such
      Holder furnished to the Company by or on behalf of such Holder
      specifically for inclusion in the documents referred to in the foregoing
      indemnity. This indemnity agreement set forth in this Section shall be in
      addition to any liabilities which any such Holder may otherwise have. In
      no event shall any Holder, its directors, officers or any person who
      controls such Holder be liable or responsible for any amount in excess of
      the amount by which the total amount received by such Holder with respect
      to its sale of Transfer Restricted Securities pursuant to a Shelf
      Registration Statement exceeds (i) the amount paid by such Holder for such
      Transfer Restricted Securities and (ii) the amount of any damages that
      such Holder, its directors, officers or any person who controls such
      Holder has otherwise been required to pay by reason of such untrue or
      alleged untrue statement or omission or alleged omission.

            (c)   Promptly after receipt by an indemnified party under this
      Section 6 of notice of any claim or the commencement of any action, the
      indemnified party shall, 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 claim or the commencement of that
      action; provided, however, that the failure to notify the indemnifying
      party shall not relieve it from any liability which it may have under this
      Section 6 except to the extent it has been materially prejudiced by such
      failure and, provided, further, that the failure to notify the
      indemnifying party shall not relieve it from any liability which it may
      have to an indemnified party otherwise than under this Section 6. If any
      such claim or action shall be brought against an indemnified party, and it
      shall notify the indemnifying party thereof, the indemnifying party shall
      be entitled to participate therein and, to the extent that it wishes,
      jointly with any other similarly notified indemnifying party, to assume
      the defense thereof with counsel satisfactory to the indemnified party.
      After notice from the indemnifying party to the indemnified party of its
      election to assume the defense of such claim or action, the indemnifying
      party shall not be liable to the indemnified party under this Section 6
      for any legal or other expenses subsequently incurred by the indemnified
      party in connection with the defense thereof other than reasonable costs
      of investigation; provided, however, that the Holders shall have the right
      to employ a single counsel to represent jointly the Holders and their
      officers, employees and controlling persons who may be subject to
      liability arising out of any claim in respect of which indemnity may be
      sought by the Holders against the Company under this Section 6 if the
      Holders seeking indemnification shall have been advised by legal counsel
      that there may be one or more legal defenses available to such Holders and
      their respective officers, employees and controlling persons that are
      different from or additional to those available to the Company, and in
      that event, the fees and expenses of such separate counsel shall be paid
      by the Company.

            (d)   The indemnifying party under this Section shall not be liable
      for any settlement of any proceeding effected without its written consent,
      which shall not be withheld unreasonably, but if settled with such consent
      or if there is a final judgment for

                                       14


      the plaintiff, the indemnifying party agrees to indemnify the indemnified
      party against any loss, claim, damage, liability or expense by reason of
      such settlement or judgment. Notwithstanding the foregoing sentence, if at
      any time an indemnified party shall have requested an indemnifying party
      to reimburse the indemnified party for fees and expenses of counsel as
      contemplated by Section 6(c) hereof, the indemnifying party agrees that it
      shall be liable for any settlement of any proceeding effected without its
      written consent if (i) such settlement is entered into more than 30 days
      after receipt by such indemnifying party of the aforesaid request and (ii)
      such indemnifying party shall not have (A) reimbursed the indemnified
      party in accordance with such request prior to the date of such
      settlement; or (B) delivered notice to the indemnified party of its good
      faith objection to such claim of indemnification within than 30 days after
      receipt by such indemnifying party of the aforesaid request. No
      indemnifying party shall, without the prior written consent of the
      indemnified party (which consent shall not be unreasonably withheld),
      effect any settlement, compromise or consent to the entry of judgment in
      any pending or threatened action, suit or proceeding in respect of which
      any indemnified party is or could have been a party and indemnity was or
      could have been sought hereunder by such indemnified party, unless such
      settlement, compromise or consent (x) includes an unconditional release of
      such indemnified party from all liability on claims that are the subject
      matter of such action, suit or proceeding and (y) does not include a
      statement as to or an admission of fault, culpability or a failure to act
      by or on behalf of any indemnified party.

            (e)   If the indemnification provided for in this Section 6 shall
      for any reason be unavailable or insufficient to hold harmless an
      indemnified party under Section 6(a) or 6(b) in respect of any loss,
      claim, damage or liability (or action in respect thereof) referred to
      therein, each indemnifying party shall, in lieu of indemnifying such
      indemnified party, contribute to the amount paid or payable by such
      indemnified party as a result of such loss, claim, damage or liability (or
      action in respect thereof):

                  (i)   in such proportion as is appropriate to reflect the
            relative benefits received by the Company from the offering and sale
            of the Transfer Restricted Securities on the one hand and a Holder
            with respect to the sale by such Holder of the Transfer Restricted
            Securities on the other, or

                  (ii)  if the allocation provided by Section (6)(e)(i) is not
            permitted by applicable law, in such proportion as is appropriate to
            reflect not only the relative benefits referred to in Section
            6(e)(i) but also the relative fault of the Company on the one hand
            and the Holders on the other in connection with the statements or
            omissions or alleged statements or alleged omissions that resulted
            in such loss, claim, damage or liability (or action in respect
            thereof), as well as any other relevant equitable considerations.

The relative benefits received by the Company on the one hand and a Holder on
the other with respect to such offering and such sale shall be deemed to be in
the same proportion as the total net proceeds from the offering of the Notes
purchased under the Purchase Agreement (before deducting expenses) received by
the Company, on the one hand, bear to the total proceeds received by such Holder
with respect to its sale of Transfer Restricted Securities on the other. The
relative fault of the parties shall be determined by reference to whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or the Holders on the other, the intent of the parties and their
relative knowledge, access to information and

                                       15


opportunity to correct or prevent such statement or omission. The Company and
each Holder agree that it would not be just and equitable if the amount of
contribution pursuant to this Section 6(e) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the first sentence of this paragraph
(e).

      The amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof, referred to
above in this Section 6 shall be deemed to include, for purposes of this Section
6, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim.

      Notwithstanding the provisions of this Section 6, no Holder shall be
required to contribute any amount in excess of the amount by which the total
price at which the Transfer Restricted Securities purchased by it were resold
exceeds the amount of any damages which such Holder has otherwise been required
to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute as provided in this
Section 6(d) are several and not joint.

            (f)   The provisions of this Section 6 shall remain in full force
      and effect, regardless of any termination or cancellation of this
      Agreement or investigation made by or on behalf of any Holder, the
      Company, or any of the officers, directors or controlling persons referred
      to in Section 6 hereof, and will survive the sale by a Holder of Transfer
      Restricted Securities.

      7.    Rule 144A. The Company agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in which
the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to
make available, upon request of any Holder, to such Holder or beneficial owner
of Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A.

      8.    No Participation In Underwritten Registrations. No Holder may
participate in any Underwritten Registration hereunder.

      9.    Miscellaneous.

            (a)   Remedies. The Company acknowledges and agrees that any failure
      by the Company to comply with its obligations under Section 2 hereof may
      result in material irreparable injury to the Purchasers or the Holders for
      which there is no adequate remedy at law, that it will not be possible to
      measure damages for such injuries precisely, and that, in the event of any
      such failure, the Purchasers or any Holder may obtain such relief as may
      be required to specifically enforce the Company's obligations under
      Section 2 hereof. The Company further agrees to waive the defense in any
      action for specific performance that a remedy at law would be adequate.

                                       16


            (b)   Actions Affecting Transfer Restricted Securities. The Company
      shall not, directly or indirectly, take any action with respect to the
      Transfer Restricted Securities as a class that would adversely affect the
      ability of the Holders of Transfer Restricted Securities to include such
      Transfer Restricted Securities in a registration undertaken pursuant to
      this Agreement.

            (c)   No Inconsistent Agreements. The Company has not, as of the
      date hereof, entered into, nor shall it, on or after the date hereof,
      enter into, any agreement with respect to its securities that is
      inconsistent with the rights granted to the Holders in this Agreement or
      otherwise conflicts with the provisions hereof. In addition, the Company
      shall not on or after the date hereof grant to any of its securityholders
      (other than the Holders of Transfer Restricted Securities in such
      capacity) the right to include any of its securities in the Shelf
      Registration Statement provided for in this Agreement other than the
      Transfer Restricted Securities.

            (d)   Amendments and Waivers. This Agreement may not be amended,
      modified or supplemented, and waivers or consents to or departures from
      the provisions hereof may not be given, unless the Company has obtained
      the written consent of a Majority of Holders; provided, however, that with
      respect to any matter that directly or indirectly adversely affects the
      rights of any Purchaser hereunder, the Company shall obtain the written
      consent of each such Purchaser against which such amendment,
      qualification, supplement, waiver or consent is to be effective.
      Notwithstanding the foregoing (except the foregoing proviso), a waiver or
      consent to depart from the provisions hereof, with respect to a matter,
      which relates exclusively to the rights of Holders whose securities are
      being sold pursuant to a Shelf Registration Statement and does not
      directly or indirectly adversely affect the rights of other Holders, may
      be given by the majority of such Holders, determined on the basis of Notes
      being sold rather than registered under such Shelf Registration Statement.

            (e)   Notices. All notices and other communications provided for or
      permitted hereunder shall be made in writing by hand delivery, first class
      mail (registered or certified, return receipt requested), telex, facsimile
      transmission, or air courier guaranteeing overnight delivery:

                  (i)   if to a Holder, at the address set forth on the records
            of the registrar under the Indenture or the transfer agent of the
            Common Stock, as the case may be; and

                  (ii)  if to the Company, initially at its address set forth in
            the Purchase Agreement.

      All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if transmitted by
facsimile; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.

      Any party hereto may change the address for receipt of communications by
giving written notice to the others.

                                       17


            (f)   Successors and Assigns. This Agreement shall inure to the
      benefit of and be binding upon the successors and assigns of each of the
      parties, including without limitation and without the need for an express
      assignment, subsequent Holders of Transfer Restricted Securities. The
      Company hereby agrees to extend the benefit of this Agreement to any
      Holder and any such Holder may specifically enforce the provisions of this
      Agreement as if an original party hereto.

            (g)   Counterparts. This Agreement may be executed in any number of
      counterparts and by the parties hereto in separate 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.

            (h)   Notes Held by the Company or Their Affiliates. Whenever the
      consent or approval of Holders of a specified percentage of Transfer
      Restricted Securities is required hereunder, Transfer Restricted
      Securities held by the Company or its Affiliates (other than subsequent
      Holders if such subsequent Holders are deemed to be Affiliates solely by
      reason of their holding of such Notes) shall not be counted in determining
      whether such consent or approval was given by the Holders of such required
      percentage.

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

            (j)   Governing Law. This Agreement shall be governed by and
      construed in accordance with the law of the State of New York.

            (k)   Severability. If any one or more of the provisions contained
      herein, or the application thereof in any circumstance, is held invalid,
      illegal or unenforceable, the validity, legality and enforceability of any
      such provision in every other respect and of the remaining provisions
      contained herein shall not be affected or impaired thereby, it being
      intended that all of the rights and privileges of the parties shall be
      enforceable to the fullest extent permitted by law.

            (l)   Entire Agreement. This Agreement is intended by the parties as
      a final expression of their agreement and intended to be a complete and
      exclusive statement of the agreement and understanding of the parties
      hereto in respect of the subject matter contained herein. There are no
      restrictions, promises, warranties or undertakings, other than those set
      forth or referred to herein with respect to the registration rights
      granted by the Company with respect to the Transfer Restricted Securities.
      This Agreement supersedes all prior agreements and understandings between
      the parties with respect to such subject matter.

                                       18


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                            THE GOODYEAR TIRE & RUBBER COMPANY

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

                                       19


The foregoing Agreement is hereby confirmed
and accepted as of the date first above written:

GOLDMAN, SACHS & CO.

By /s/ Goldman, Sachs & Co.
  ---------------------------
   Authorized Signatory

                                       20


The foregoing Agreement is hereby confirmed
and accepted as of the date first above written:

DEUTSCHE BANK SECURITIES INC.

By /s/ Deutsche Bank Securities Inc.
  ------------------------------------
   Authorized Signatory

                                       21


The foregoing Agreement is hereby confirmed and accepted as of the date first
above written:

J.P. MORGAN SECURITIES INC.

By  /s/ Santoon Sreenivasan
  -----------------------------
    Vice President

    Authorized Signatory

EX-10.1

                                                                    EXHIBIT 10.1

                               AMENDMENT NO. 3 TO
                               UMBRELLA AGREEMENT

This Amendment No. 3 to the Umbrella Agreement dated as of June 14, 1999
("UMBRELLA AGREEMENT") is dated as of July 15, 2004 ("AMENDMENT NO. 3") and is
by and between The Goodyear Tire & Rubber Company, a company organized and
existing under the laws of the State of Ohio of the United States of America
("GOODYEAR") and Sumitomo Rubber Industries, Ltd., a company organized and
existing under the laws of Japan ("SRI").

WITNESSETH:

         WHEREAS, SRI and Goodyear have agreed, pursuant to the terms of an
agreement dated March 3, 2003 (the "AGREEMENT"), to make certain amendments to
the Alliance Agreements.

         WHEREAS, in accordance with the terms of the Agreement, the Parties
desire to amend certain provisions of the Umbrella Agreement relating to
non-competition.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1.       AMENDMENT OF NON-COMPETE PROVISIONS

The Parties hereby amend Article 17.05(d) of the Umbrella Agreement so as to
delete the words "sales of tires under the "Sumitomo" or "SRIXON" trademarks or
under trademarks owned or held by The Ohtsu Tire and Rubber Company and Sumitomo
Corporation" and to insert in their place the following:

       ..."sales of tires under the "Sumitomo", "SRIXON", "Ohtsu" or "Falken"
       trademarks, or under any trademarks owned or held by Sumitomo
       Corporation"... .

2.       GENERAL

         2.1      The Parties hereby amend the Umbrella Agreement to give effect
                  to the provisions of this Amendment No. 3 but in all other
                  respects the other terms and conditions of the Umbrella
                  Agreement shall continue without change.

         2.2      The Parties hereby acknowledge that expressions used in this
                  Amendment No. 3 will have the same meanings as are ascribed
                  thereto in the Umbrella Agreement unless otherwise
                  specifically defined herein.




         IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 3
to the Umbrella Agreement to be duly executed as of July 15, 2004.

                                   THE GOODYEAR TIRE & RUBBER COMPANY


                                   By: /s/ J. M. Gingo
                                       ----------------------------------------
                                           J. M. Gingo
                                   Title:  Executive Vice President
                                           Quality Systems and
                                           Chief Technical Officer

                                   Attest: /s/ Anthony E. Miller
                                           ------------------------------------
                                               Anthony E. Miller
                                               Assistant Secretary

                                   SUMITOMO RUBBER INDUSTRIES, LTD.


                                   By: /s/ Ryochi Sawada
                                       ----------------------------------------
                                           Ryochi Sawada

                                   Title:  Representative Director and
                                           Executive Director

                                   Attest: /s/ Makoto Teshima
                                           ------------------------------------
                                               Makoto Teshima
                                               General Manager, Legal Department




                                       2

EX-10.2

                                                                    EXHIBIT 10.2

                               AMENDMENT NO. 2 TO
                    SHAREHOLDERS AGREEMENT FOR THE EUROPE JVC

This Amendment No. 2 to the Shareholders Agreement for the Europe JVC dated as
of June 14, 1999 ("EUROPE SHAREHOLDERS AGREEMENT") is dated as of July 15, 2004
("AMENDMENT NO. 2") and is by and between The Goodyear Tire & Rubber Company, a
company organized and existing under the laws of the State of Ohio of The United
States of America ("GOODYEAR"), Goodyear S.A., a company organized and existing
under the laws of the Republic of France, Goodyear S.A., a company organized and
existing under the laws of the Grand Duchy of Luxembourg, Goodyear Canada Inc.,
a company organized and existing under the laws of the Province of Ontario of
Canada and Sumitomo Rubber Industries, Ltd., a company organized and existing
under the laws of Japan ("SRI").

WITNESSETH:

         WHEREAS, SRI and Goodyear have agreed, pursuant to the terms of an
agreement dated March 3, 2003 (the "AGREEMENT"), to make certain amendments to
the Alliance Agreements.

         WHEREAS, in accordance with the terms of the Agreement, the Parties
desire to amend certain provisions of the Europe Shareholders Agreement.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1.       MATERIAL COURT PROCEEDINGS

         The Parties hereby amend Article III of the Europe Shareholders
         Agreement by inserting a new Article 3.6A (immediately after Article
         3.6) in the following terms:

         "3.6A Material Court Proceedings. Without prejudice to any of the other
         provisions of this Shareholders Agreement, the Company shall not take
         any material court proceedings unless the Company has consulted SRI in
         good time before taking such action. The Board of Directors of the
         Company shall ensure that each Person to whom the powers of the Board
         are granted, delegated or otherwise conferred in accordance with this
         Shareholders Agreement (including, without limitation, Articles 4.12,
         4.13, 4.14, 4.17, 4.19, and 4.22 hereof) is made aware of and
         instructed to act in a manner consistent with the provisions of this
         Article 3.6A."




2.       TARGET MARKET SHARES

         The Parties hereby amend Article 9.6 of the Europe Shareholders
         Agreement so as to delete the current text thereof and restate such
         Article as follows:

         "9.6 Brand Policies. The Europe JVC will promote the market profile of
         both the Goodyear European Trademarks and the SRI European Trademarks.
         The Europe JVC will seek to maintain and enlarge the sales of tires
         under the Goodyear European Trademarks and of tires sold under the SRI
         European Trademarks in both the OEM market and in the replacement
         market.

         The target market shares for sales penetration of Dunlop-branded
         passenger car and light truck tires sold by the Europe JVC to
         automotive OEMs in the European Territory are as follows:

         (a)    in 2006, at least 15.30%; and

         (b)    in any period of five consecutive calendar years commencing
                January 1, 2007, at least 15.30%,

         and for purposes of this Article 9.6 OEM sales shall be defined by the
         European Rubber Manufacturers Council, as adjusted by information from
         third party sources as the Parties may from time to time agree.

         The target market shares for sales penetration for Dunlop-branded
         passenger car and light truck tires sold by the Europe JVC in the
         replacement market in the European Territory are as follows:

         (a)    in 2006, at least 7.50%; and

         (b)    in any period of five consecutive calendar years commencing
                January 1, 2007, at least 7.50%,

         and for the purposes of this Article 9.6 replacement sales shall be
         defined by the European Rubber Manufacturers Council, as adjusted by
         information from third party sources as the Parties may from time to
         time agree.

         The Parties confirm that the failure to attain any of the target market
         shares in this Article 9.6 shall not constitute a breach of or be the
         basis for any penalty under any of the Alliance Agreements."

3.       AMENDMENT OF NON-COMPETE PROVISIONS

         The Parties hereby amend Article 9.9(i) of the Europe Shareholders
         Agreement so as to delete the final sentence thereof (beginning "For
         the avoidance of doubt" and ending "by either of those companies") and
         to insert in its place the following:


                                       2



         "The Parties confirm that, subject to Article XII of the Umbrella
         Agreement, the restrictions in this Article 9.9 shall not affect the
         sale by SRI or any of its Affiliates of tires under the "Ohtsu" or
         "Falken" trademarks, or the sale by Sumitomo Corporation of tires under
         the "Sumitomo" trademark or any other trademark owned or held by
         Sumitomo Corporation".

4.       GENERAL

         4.1      The Parties hereby amend the Europe Shareholders Agreement to
                  give effect to the provisions of this Amendment No. 2 but in
                  all other respects the other terms and conditions of the
                  Europe Shareholders Agreement shall continue without change.

         4.2      The Parties hereby acknowledge that expressions used in this
                  Amendment No. 2 will have the same meanings as are ascribed
                  thereto in the Europe Shareholders Agreement unless otherwise
                  specifically defined herein.

         IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 2
to the Europe Shareholders Agreement to be duly executed as of July 15, 2004.

                         THE GOODYEAR TIRE & RUBBER COMPANY


                         By: /s/ J. M. Gingo
                             -----------------------------------------------
                                  J. M Gingo

                         Title:   Executive Vice President
                                  Quality Systems and
                                  Chief Technical Officer

                         Attest:  /s/ Anthony E. Miller
                                 -------------------------------------------
                                  Anthony E. Miller
                         Title:   Assistant Secretary

                         GOODYEAR S.A.,
                         a French corporation

                         By: /s/ Philippe P. Degeer
                             -----------------------------------------------
                                  Philippe P. Degeer
                         Title:   Chairman of the Board

                                       3



                         GOODYEAR S.A.,
                         a Luxembourg corporation

                         By: /s/ Michael J. Roney
                             -----------------------------------------------
                                  Michael J. Roney
                         Title:   President of the Board of Directors

                         By: /s/ Hermann Lange
                             -----------------------------------------------
                                  Hermann Lange
                         Title:   Finance Director

                         GOODYEAR CANADA INC.

                         By: /s/ J. S. Coulter
                             -----------------------------------------------
                                  J. S. Coulter
                         Title:   President

                         By: /s/ R. M. Hunter
                             -----------------------------------------------
                                  R. M. Hunter
                         Title:   Assistant Secretary

                         SUMITOMO RUBBER INDUSTRIES, LTD.

                         By: /s/ Ryochi Sawada
                             -----------------------------------------------
                                  Ryochi Sawada
                         Title:   Representative Director and
                                  Executive Director

                         Attest: /s/ Makoto Teshima
                                 -------------------------------------------
                                  Makoto Teshima
                         Title:   General Manager, Legal Department



                                       4

EX-12

EXHIBIT 12

THE GOODYEAR TIRE & RUBBER COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	9 Months
	Ended
	September 30,		Restated 12 Months Ended December 31,
(Dollars in millions)	2004		2003			2002			2001			2000		1999
EARNINGS
Income (loss) before income taxes	$	132.8	$	(695.1	)	$	(13.5	)	$	(339.4	)	$	75.4	$	278.4
Add:
Amortization of previously capitalized interest		8.5		10.7			10.2			9.9			9.8		11.0
Minority interest in net income of consolidated subsidiaries with fixed charges		47.9		36.7			57.9			27.2			44.7		42.6
Proportionate share of fixed charges of investees accounted for by the equity method		0.4		7.2			4.7			4.1			5.8		5.5
Proportionate share of net loss of investees accounted for by the equity method		0.7		18.0			16.1			42.9			28.0		0.3
Total additions		57.5		72.6			88.9			84.1			88.3		59.4
Deduct:
Capitalized interest		5.5		8.0			7.2			1.7			11.9		18.1
Minority interest in net loss of consolidated subsidiaries		4.0		14.8			5.2			15.1			8.3		4.2
Undistributed proportionate share of net income of investees accounted for by the equity method		3.1		3.9			1.7			0.2			2.9		1.8
Total deductions		12.6		26.7			14.1			17.0			23.1		24.1
TOTAL EARNINGS	$	177.7	$	(649.2	)	$	61.3		$	(272.3	)	$	140.6	$	313.7
FIXED CHARGES
Interest expense	$	266.2	$	296.3		$	241.7		$	297.1		$	282.8	$	173.1
Capitalized interest		5.5		8.0			7.2			1.7			11.9		18.1
Amortization of debt discount, premium or expense		40.3		40.5			8.8			6.0			1.5		0.7
Interest portion of rental expense (1)		66.3		88.4			76.7			74.1			73.5		62.1
Proportionate share of fixed charges of investees accounted for by the equity method		0.4		7.2			4.7			4.1			5.8		5.5
TOTAL FIXED CHARGES	$	378.7	$	440.4		$	339.1		$	383.0		$	375.5	$	259.5
TOTAL EARNINGS BEFORE FIXED CHARGES	$	556.4	$	(208.8	)	$	400.4		$	110.7		$	516.1	$	573.2
RATIO OF EARNINGS TO FIXED CHARGES		1.47		*			1.18			**			1.37		2.21

*	Earnings for the year ended December 31, 2003 were inadequate to cover fixed charges. The coverage deficiency was $649.2 million.
**	Earnings for the year ended December 31, 2001 were inadequate to cover fixed charges. The coverage deficiency was $272.3 million.

(1) Interest component of rental expense is estimated to equal 1/3 of such expense, which is considered a reasonable approximation of the interest factor.

EX-31.1

                                                                    Exhibit 31.1

                                  CERTIFICATION

I, Robert J. Keegan, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of The Goodyear Tire &
      Rubber Company;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

      a)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      b)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      c)    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.       The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         a)       All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date:  November 9, 2004
                                      /s/ Robert J. Keegan
                                      ------------------------------------
                                      Robert J. Keegan
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)

EX-31.2

                                                                    Exhibit 31.2

                                  CERTIFICATION

I, Richard J. Kramer, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of The Goodyear Tire &
      Rubber Company;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

      a)    Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;

      b)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      c)    Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of the
      registrant's board of directors (or persons performing the equivalent
      functions):

      a)    All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      b)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

Date:  November 9, 2004
                          /s/ Richard J. Kramer
                          --------------------------------------------------
                          Richard J. Kramer
                          Executive Vice President and Chief Financial Officer
                          (Principal Financial Officer)

EX-32.1

                                                                    Exhibit 32.1

                                  CERTIFICATION

                         PURSUANT TO SECTION 906 OF THE
             SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF
            SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

         Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of Title 18, United States Code), each
of the undersigned officers of The Goodyear Tire & Rubber Company, an Ohio
corporation (the "Company"), hereby certifies with respect to the Quarterly
Report on Form 10-Q of the Company for the quarter ended September 30, 2004 as
filed with the Securities and Exchange Commission (the "10-Q Report") that to
his knowledge:

         (1) the 10-Q Report fully complies with the requirements of section
         13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2) the information contained in the 10-Q Report fairly presents, in
         all material respects, the financial condition and results of
         operations of the Company.


Dated:   November 9, 2004

                                        /s/ Robert J. Keegan
                            ---------------------------------------------------
                                            Robert J. Keegan,
                                      President and Chief Executive Officer
                                                    of
                                   The Goodyear Tire & Rubber Company

Dated:   November 9, 2004

                                      /s/ Richard J. Kramer
                            ---------------------------------------------------
                                             Richard J. Kramer,
                            Executive Vice President and Chief Financial Officer
                                                    of
                                     The Goodyear Tire & Rubber Company