Executive Performance Plan of The Goodyear Tire & Rubber Company

I.

PURPOSE

This Executive Performance Plan of The Goodyear Tire & Rubber Company (the “Plan”) is intended to (i) advance the interests of the Company and its shareholders by strengthening the Company’s ability to attract, retain and reward key personnel and (ii) motivate key personnel to achieve business objectives established to promote the Company’s long term growth, profitability and success.

II.

DEFINITIONS

For purposes of this Plan, each of the following terms has the indicated meaning:

“Code” means the Internal Revenue Code 1986, as amended from time to time, and regulations and rulings promulgated thereunder.

“Committee” means the Compensation Committee of the Company’s Board of Directors.

“Company” means The Goodyear Tire & Rubber Company, its subsidiaries and affiliates.

“Deferred Compensation” means any Performance Award deferred pursuant to Article VIII.

“Disability” or “Disabled” means a Participant is disabled if the Participant receives at least 12 months of the Company’s Long-Term Disability Benefits for Salaried Employees provided that the definition of disability under such plan remains in compliance with Treasury Regulation Section 1.409A-3(i)(4).

“Grant” means the number of Units granted by the Committee to a Participant.

“Grant Agreement” means any agreement or other instrument making a Grant and setting forth the Performance Goals, Performance Measures and Performance Period related to the Grant and such other terms deemed necessary or appropriate by the Committee.

“Participant” means any salaried employee of the Company selected by the Committee to receive a Grant under this Plan.

“Performance Award” means the number of Units included in a Grant multiplied by the related Unit Value.

“Performance Goals” means one or more targets, goals or levels of attainment required to be achieved in terms of the specified Performance Measures during the specified Performance Period, all as determined by the Committee and set forth in the related Grant Agreement.

“Performance Measures” means one or more of the criteria used by the Committee to establish and measure attainment of Performance Goals for a Performance Period.

“Performance Period” means one or more periods of time, which may be of varying and overlapping duration, as selected by the Committee, during which attainment of Performance Goals is measured’ provided, however, that no Performance Period may be less than one year in duration.

“Plan” means this Executive Performance Plan of the Company, as then amended at any time.

“Retirement” means a separation from service with the Company after 10 years of service and the attainment of age 55. For purposes of establishing whether an employee has had a separation from service, the employee will be deemed to have a separation from service on the date of retirement, if the employee after the date of retirement is not reasonable anticipated to provide a level of bona fide services that exceeds 25% of the average level of bona fide services provided by the employee in the immediately preceding 36 months (or the total period of employment, if less than 36 months), within the meaning of Section 409A of tax code.

“Specified Employee” means 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 employee effective date for the Plan is each following January 1.

“Unit” means one multiple of Unit Value.

“Unit Value” means the amount of the cash value of each Unit granted to a Participant; Unit Value may vary by Grant or Participant and is based upon attainment of Performance Goals.

III.

THE COMMITTEE

this Plan and make any determination of fact incident to the operation of this Plan; (ix) terminate or amend this Plan without stockholder approval, unless such approval is then required by applicable law or rule, including without limitation any amendment necessary or appropriate to comply with the laws of other countries; (x) delegate to other persons the responsibility for performing administrative or ministerial acts pursuant to this Plan; (xi) engage the services of persons and firms, including without limitation banks, legal advisors, consultants and insurance companies, in connection with the administration and interpretation of this Plan and (xii) make all other determinations and take all other actions as the Committee may deem necessary or advisable for the administration of this Plan.

IV.

ELIGIBILITY AND TERMS

The Committee will select Participants in its sole discretion, subject to the terms of this Plan. At the time each Grant is made, the Committee will establish and set forth in a Grant Agreement the amount of the Grant and the related Performance Measures, Performance Goals and Performance Period. At the end of any Performance Period, the Committee will calculate each Performance Award and advise the Company of the amount of cash payment to be made to each Participant.

V.

PERFORMANCE GOALS, PERFORMANCE MEASURES AND PERFORMANCE PERIODS

Each Grant Agreement will provide that, in order for a Participant to receive a Performance Award, the Company must achieve specified Performance Goals over the Performance Period, with attainment of Performance Goals determined using specific Performance Measures. Performance Goals and the Performance Period will be established by the Committee in its sole discretion. The Committee also will establish Performance Measures for each Performance Period. The Committee may, in its sole discretion, revise or amend Performance Goals or Performance Measures at any time prior to distribution of a Performance Award for any Grant. The Committee may, in its sole discretion, guarantee, eliminate or reduce the amount of any Performance Award that otherwise would be payable to a Participant upon attainment of the Performance Goals.

VI.

FORM OF GRANTS

Grants may be made on any terms and conditions not inconsistent with this Plan, and the related Grant Agreement may be in such form, as the Committee, in its sole discretion, may approve. Subject to the terms of this Plan, the Committee will, in its sole discretion, determine the number of Units included in each Grant, and the Committee may impose different terms and conditions on any particular Grant. The Performance Goals, Performance Measures and Performance Period applicable to any Grant shall be set forth in the related Grant Agreement.

VII.

PAYMENT OF AWARDS

Payment in settlement of a Performance Award will be made in cash and at such time or times as the Committee, in its sole discretion, shall determine.

VIII.

DEFERRAL OF PAYMENT

The Committee may, at the later of December 31, 2008 or the December 31 prior to the beginning of the Performance Period, require a Participant to defer, or permit (subject to such conditions as the Committee may from time to time establish) a Participant to elect to defer, receipt of all or any portion of any payment of cash that would otherwise be due to such Participant in payment or settlement of any Performance Award. If any such deferral is required by the Committee (or is elected by the Participant with the permission of the Committee), the Committee shall establish rules and procedures for such payment deferrals. All deferrals become irrevocable as of the beginning of the Performance Period, must be in compliance with Section 409A of the Code and made pursuant to the distribution and investment parameters of Paragraph (K) of Article IX.

IX.

MISCELLANEOUS