THE GOODYEAR TIRE & RUBBER COMPANY DEFINED BENEFIT EXCESS BENEFIT PLAN

EXHIBIT 10.11

THE GOODYEAR TIRE & RUBBER COMPANY
DEFINED BENEFIT EXCESS BENEFIT PLAN

Amended and Restated as of October 7, 2008, effective as of January 1, 2005

This Restatement is to provide provisions for compliance with Section 409A of the Internal Revenue Code for all benefits under this Plan that were not both earned and vested prior to January 1, 2005 within the meaning of Section 409A of the Code (“Post-2004 Benefits”). All provisions of the Plan as last amended on December 21, 2000 apply to the accrued benefits that were earned and vested as of December 31, 2004 within the meaning of Section 409A of the Code (“Pre-2005 Benefits”). Where a prior provision no longer applies, that Section will be shown as the original applying to Pre-2005 Benefits (“Pre-2005 Provisions”) and the revised sections, if any, applying only to Post-2004 Benefits (“Post-2004 Provisions”). Nothing contained herein is intended to materially enhance a benefit or right with respect to Pre-2005 Benefits under the Plan as of October 3, 2004 or add a new material benefit or right to such Pre-2005 Benefits.

          WHEREAS, The Goodyear Tire & Rubber Company desires to establish an excess benefit plan for the purpose of providing supplemental retirement benefits on an unfunded basis to a select group of management or highly compensated employees eligible to participate in accordance with the terms hereof, as contemplated by Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended (“Act”);

          NOW, THEREFORE, said excess benefit plan is hereby amended and restated, effective January 1, 2005 to provide as follows:

ARTICLE I
DEFINITIONS

          For the purposes hereof, the following words and phrases shall have the meanings indicated:

          1. An “Affiliated Employer” shall mean any employer required to be affiliated with the Company under Section 414(b), (c), or (m) of the Internal Revenue Code of 1986, as amended (“Code”).

          2. The “Company” shall mean The Goodyear Tire & Rubber Company, an Ohio corporation, its corporate successors and the surviving corporation resulting from any merger of The Goodyear Tire & Rubber Company with any other corporation or corporations.

          3. An “Employee” shall mean any person employed by an Employer on a salaried basis and eligible to participate in one of the Retirement Plans.

          4. An “Employer” shall mean the Company and any Affiliated Employer that adopts the Plan as provided in Article VI.

          5. An “Excess Benefit Employee” shall mean any Employee designated by the Chief Executive Officer of the Company and the Vice President of the Company responsible for Human Resources to receive excess retirement benefits under Article II hereof.

          6. “Plan” shall mean the plan as set forth herein, together with all amendments hereto, which shall be called “The Goodyear Tire & Rubber Company Defined Benefit Excess Benefit Plan.”

          7. The “Retirement Plans” shall mean The Goodyear Tire & Rubber Company Salaried Pension Plan and The Goodyear Tire & Rubber Company Retail Pension Plan, as the same shall be in effect on the date of an Employee’s retirement, death, or other termination of employment.

          8. The “Supplementary Plan” shall mean the Goodyear Supplementary Pension Plan, as the same shall be in effect on the date of an Employee’s retirement, death, or other termination of employment.

          All other words and phrases used herein shall have the meanings given them in the Retirement Plans, unless a different meaning is clearly required by the context.

ARTICLE II
EXCESS RETIREMENT BENEFITS

          1. Eligibility . An Excess Benefit Employee who retires, dies, or otherwise terminates employment with an Employer under conditions that make such Excess Benefit Employee or beneficiary eligible for a benefit under the Retirement Plans, and whose benefit under the Retirement Plans is less than such person’s benefit determined under the Retirement Plans, as if the limitations on compensation pursuant to Code Section 401(a)(17) and of Code Section 415 were not in effect, shall be eligible for an excess retirement benefit under the Plan, provided, however, that any Excess Benefit Employee who receives a benefit under the Supplementary Plan shall not be eligible for an excess retirement benefit under the Plan.

          2. Amount of Payment .

          (a) (Applies as a Pre-2005 Provision only to Pre-2005 Benefits).

The monthly excess retirement benefit for Pre-2005 Benefits payable to an Excess Benefit Employee or beneficiary shall be in such amount as is required, when added to the monthly benefit based on the benefit earned and vested (within the meaning of Section 409A of the Code) as of December 31, 2004 payable (before the reduction applicable to any optional method of payment) to the Employee or beneficiary under the Retirement Plans, to produce an aggregate monthly benefit equal to the monthly benefit which would have been payable for service through December 31, 2004 (before the reduction applicable to any optional method of payment) to the

Excess Benefit Employee or beneficiary under the Retirement Plans, determined as if the limitations of Code Section 415 and on compensation pursuant to Code Section 401(a)(17) were not in effect. All payments shall be made by the Employer of the Excess Benefit Employee from its general assets. The terms of payment of the excess retirement benefit shall be identical to those specified in the Retirement Plans for the type of payment the Excess Benefit Employee or beneficiary receives under the Retirement Plans.

          (b) (Applies as a Post-2004 Provision only to Post-2004 Benefits)

The amount of the Post-2004 Benefit under this Plan shall be an amount calculated as follows: The amount of the Lump Sum Benefit the Excess Benefit Employee would have been entitled to because of participation in one or more of the Retirement Plans if those plans’ benefits were determined as if the limitations of Code Section 415 and on compensation pursuant to Code Section 401(a)(17) were not in effect, minus the actual Lump Sum Amount that exceeds the present value of the monthly benefit based on the benefit earned and vested (within the meaning of Section 409A of the Code) as of December 31, 2004 (the amount offset in determining the Pre-2005 Benefit in subsection (a) above) the Excess Benefit Employee is entitled to under the Retirement Plans upon separation from service (including retirement).

          (c) The total benefit under the Plan for an Excess Benefit Employee will be the combination of any Pre-2005 Benefit and any Post-2004 Benefit.

ARTICLE III
PAYMENT OF BENEFIT

A. (Applies as a Pre-2005 Provision only to Pre-2005 Benefits)

      Optional Methods of Payment

          1. If one of the optional methods of payment, whether automatic or selected by the Employee, is applicable to the benefit payable to the Employee or beneficiary under the Retirement Plans, then payment of any excess retirement benefit hereunder shall be made in accordance with such option unless a valid election is enforced under Section 2 of this Article III. The amount of the excess retirement benefit payable to an Employee or beneficiary shall be reduced to reflect any such optional method of payment. In making the determination and reductions provided for in this Article III, the Company may rely upon calculations made by the independent actuaries for the Retirement Plans, who shall apply the factors then in use for such purpose in connection with the Retirement Plans.

          2. Effective January 1, 2000, an Employee may have the excess retirement benefit paid in a different optional method of payment than the method that the benefit from any of the Retirement Plans is paid if the employee has a valid election in place. An Employee has a valid election in place if the Employee has filed a written election with the Manager of Pensions and Insurance Operations electing the method of payment for the excess retirement benefit to be paid at least 12 months prior to termination. If the Employee files an election less than twelve (12) months prior to termination, then the method of payment of the excess retirement benefit will be paid pursuant to the last valid election on file, and if no valid election is on file, then the excess retirement benefit will be paid in the same form of payment as the benefit under the Retirement Plans is paid.

B. (Applies as a Post-2004 Provision only to Post-2004 Benefits)

      Time and Form of Payment

          1. Payment of Benefits. All Post-2004 Benefits provided for hereunder shall be paid as a lump sum. Such lump sum payments will be made to any vested Excess Benefit Employee within 90 days after separation from service who is not a Specified Employee. Any vested

Excess Benefit Employee who is a Specified Employee shall be paid such lump sum on the first business day that is more than six months following the date of separation from service. There is no adjustment to be made for the amount of the payment due to the six-month waiting requirement.

          2. Specified Employees. A Specified Employee is an employee who is a specified employee in accordance with Section 409A of the Code. The specified employee identification date for the Plan is December 31 of each year. The specified employ